Cenovus begins any-and-all, capped tender offers for seven series

By Marisa Wong

Los Angeles, Sept. 9 – Cenovus Energy Inc. has begun tender offers to purchase for cash any and all of two series of notes and up to $1 billion of notes from five series, according to a press release.

Any-and-all offer

The any-and-all tender offer covers the following series:

• $500 million outstanding 3.95% notes due 2022 (Cusip: 448055AJ2), with pricing to be based on the 2.25% U.S. Treasury due April 15, 2022 and a fixed spread of 25 basis points; and

• $500 million outstanding 3% notes due 2022 (Cusip: 15135UAG4), with pricing to be based on the 1.5% U.S. Treasury due Aug. 15, 2022 and a fixed spread of 20 bps.

Pricing will be calculated at 2 p.m. ET on Sept. 15.

The any-and-all offer expires at 5 p.m. ET on Sept. 15. Tenders may be withdrawn at any time prior to that deadline.

The company will pay accrued interest to but excluding the applicable settlement date, which is expected to be Sept. 16.

Maximum offer

Under the maximum tender offer, Cenovus is offering to purchase up to $1 billion of notes from the following series, listed in order of acceptance priority level:

• $450 million outstanding 3.8% notes due 2023 (Cusip: 15135UAJ8), with pricing based on the 0.125% U.S. Treasury due Aug. 31, 2023 and a fixed spread of 35 bps;

• $750 million outstanding 4% notes due 2024 (Cusip: 448055AK9), with pricing based on the 0.375% U.S. Treasury due Aug. 15, 2024 and a fixed spread of 35 bps;

• $1 billion outstanding 5.375% notes due 2025 (Cusip: 15135UAS8), subject to a $300 million series sub-cap, with pricing based on the 0.75% U.S. Treasury due Aug. 31, 2026 and a fixed spread of 45 bps;

• $961,851,000 outstanding 4.25% senior notes due 2027 (Cusip: 15135UAL3, 15135UAM1, C23555AF9), subject to a $200 million series sub-cap, with pricing based on the 0.75% U.S. Treasury due Aug. 31, 2026 and a fixed spread of 105 bps; and

• $750 million outstanding 4.4% notes due 2029 (Cusip: 448055AP8), with pricing based on the 1.25% U.S. Treasury due Aug. 15, 2031 and a fixed spread of 110 bps.

Pricing will be set at 10 a.m. ET on Sept. 23.

The total consideration includes an early tender payment of $30 per $1,000 principal amount of notes tendered by 5 p.m. ET on Sept. 22, the early tender date.

Holders tendering their notes after the early deadline will be eligible to receive the total consideration less the early tender payment.

The company will also pay accrued interest to but excluding the applicable settlement date.

The maximum tender offer expires at midnight ET at the end of Oct. 6.

Settlement of early tenders is expected to be on Sept. 24, and final settlement is slated for Oct. 8.

Tenders may be withdrawn prior to the early tender time.

All notes tendered prior to the early tender date will be accepted based on acceptance priority levels and will have priority over notes tendered after the early deadline, subject to any applicable series sub-cap, regardless of the acceptance priority levels of the notes tendered after the early deadline.

Cenovus said it may adjust or eliminate the overall offer cap or any of the series sub-caps at its discretion.

Both tender offers are subject to a financing condition.

J.P. Morgan Securities LLC (866 834-4666 or 212 834-3424), BofA Securities (980 387-3907) and MUFG Securities Americas Inc. (877 744-4532 or 212 405-7481) are dealer managers for the tender offers.

D.F. King & Co., Inc. (212 269-5550 for banks and brokers only or 888 605-1958 for all others; cve@dfking.com; www.dfking.com/cve) is the tender and information agent.

The oil and natural gas company is based in Calgary, Alta.

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