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Cenovus Energy Inc. - Tender Offer - Pricing of Tender Offers

Cenovus Energy announces pricing of tender offers for certain outstanding series of notes


19 SEPTEMBER 2023


Full announcement available via SEC


"Calgary, Alberta, September 19, 2023 – Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) announced today the total consideration payable in connection with its previously announced tender offers to purchase for cash: (i) up to $500,000,000 aggregate purchase price, excluding accrued and unpaid interest (the “Pool 1 Maximum Amount”), of its 5.250% Notes due 2037, 4.450% Notes due 2042, 5.200% Notes due 2043, 4.400% Notes due 2029, 5.400% Notes due 2047 and 4.250% Notes due 2027 (collectively, the “Pool 1 Notes”) and (ii) up to $500,000,000 aggregate purchase price, excluding accrued and unpaid interest (the “Pool 2 Maximum Amount” and, together with the Pool 1 Maximum Amount, the “Maximum Amounts”), of its 6.800% Notes due 2037 and 6.750% Notes due 2039 (collectively, the “Pool 2 Notes” and, together with the Pool 1 Notes, the “Notes”), subject to prioritized acceptance levels listed in the table below (“Acceptance Priority Levels”) and the terms and conditions of the tender offers.

References to "$" in this news release are to United States dollars, unless otherwise indicated.


The table below sets forth, among other things, the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on September 18, 2023 (the “Early Tender Date”) and expected to be accepted for purchase in each tender offer, the approximate proration factor for such Notes and the Total Consideration for each series of such Notes, as calculated at 10:00 a.m., New York City time, today, September 19, 2023."


(1) Subject to the Maximum Amounts, the Series Tender Cap (as defined below) and proration, the principal amount of each series of Notes that is expected to be purchased in each tender offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column.


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Cenovus Energy announces early tender results and increase of tender offers for certain outstanding series of notes


19 SEPTEMBER 2023


Full announcement available via Globenewswire


"CALGARY, Alberta, Sept. 19, 2023 (GLOBE NEWSWIRE) -- Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) announced today the early tender results for its tender offers to purchase for cash certain of its outstanding series of Notes.


Cenovus also announced it has increased the previously announced Pool 2 Maximum Amount (as defined below) from $250,000,000 to $500,000,000. The Pool 1 Maximum Amount (as defined below) and the Series Tender Cap (as defined below) remain unchanged at $500,000,000 and $250,000,000, respectively.

References to "$" in this news release are to United States dollars, unless otherwise indicated.


Details of tender offers

Cenovus initially offered to purchase for cash: (i) up to $500,000,000 aggregate purchase price, excluding accrued and unpaid interest (the “Pool 1 Maximum Amount”), of its 5.250% Notes due 2037, 4.450% Notes due 2042, 5.200% Notes due 2043, 4.400% Notes due 2029, 5.400% Notes due 2047 and 4.250% Notes due 2027 (collectively, the “Pool 1 Notes”) and (ii) up to $250,000,000 aggregate purchase price, excluding accrued and unpaid interest (the “Pool 2 Maximum Amount” and, together with the Pool 1 Maximum Amount, the “Maximum Amounts”), of its 6.800% Notes due 2037 and 6.750% Notes due 2039 (collectively, the “Pool 2 Notes” and, together with the Pool 1 Notes, the “Notes”), subject to prioritized acceptance levels listed in the table below (“Acceptance Priority Levels”) and the terms and conditions of the tender offers.


Cenovus has amended such tender offers to increase the previously announced Pool 2 Maximum Amount from $250,000,000 to $500,000,000. All other terms of the tender offers as previously announced in the offer to purchase dated September 5, 2023 (as amended and supplemented hereby, the “Offer to Purchase”) remain unchanged. Cenovus refers investors to the Offer to Purchase for the complete terms and conditions of the tender offers.


As of the previously announced early tender date and time of 5:00 p.m., New York City time, on September 18, 2023 (the “Early Tender Date”), according to information provided by D.F. King & Co., Inc., the tender and information agent for the tender offers, the aggregate principal amount of each series of Notes listed in the table below had been validly tendered and not validly withdrawn in each tender offer. Withdrawal rights for the Notes expired at 5:00 p.m., New York City time, on the Early Tender Date."



(1)Subject to the Maximum Amounts, the Series Tender Cap and proration, the principal amount of each series of Notes that is expected to be purchased in each tender offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column.

(2)Represents the maximum aggregate purchase price payable, excluding accrued and unpaid interest, in respect of the 5.250% Notes due 2037, 4.450% Notes due 2042, 5.200% Notes due 2043, 4.400% Notes due 2029 and 5.400% Notes due 2047 which may be purchased in the tender offers.

(3)The Pool 1 Notes with Acceptance Priority Level 1 (the “Capped Notes”) are subject to an aggregate principal amount sublimit of $250,000,000 (the “Series Tender Cap”).

(4)Represents the maximum aggregate purchase price payable, excluding accrued and unpaid interest, in respect of the 6.800% Notes due 2037 and 6.750% Notes due 2039 which may be purchased in the tender offers.


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Cenovus Energy announces tender offers for certain outstanding series of notes


06 SEPTEMBER 2023


Full announcement available via SEC


"Calgary, Alberta, (September 5), 2023 -- Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) announced today the commencement of tender offers to purchase for cash certain of its outstanding series of notes listed in the table below (collectively, the “Notes”) for an aggregate purchase price, excluding accrued and unpaid interest, of up to $750 million.

References to “$” in this news release are to United States dollars, unless otherwise indicated."


(1) $500,000,000 represents the maximum aggregate purchase price payable, excluding the applicable accrued and unpaid interest (the “Pool 1 Maximum Amount”), in respect of the 5.250% Notes due 2037, 4.450% Notes due 2042, 5.200% Notes due 2043, 4.400% Notes due 2029, 5.400% Notes due 2047 and 4.250% Notes due 2027 (collectively, the “Pool 1 Notes”), which may be purchased in the Pool 1 Tender Offers. $250,000,000 represents the maximum aggregate purchase price payable, excluding the applicable accrued and unpaid interest (the “Pool 2 Maximum Amount” and, together with the Pool 1 Maximum Amount, the “Maximum Amounts”), in respect of the 6.800% Notes due 2037 and 6.750% Notes due 2039, which may be purchased in the Pool 2 Tender Offers.

(2) Subject to the Maximum Amounts, the Series Tender Cap (as defined below) and proration, if applicable, the principal amount of each series of Notes expected to be purchased in each tender offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column.

(3) The Pool 1 Notes with Acceptance Priority Level 1 will be subject to an aggregate principal amount sublimit of $250,000,000 (the “Series Tender Cap”).

(4) Per $1,000 principal amount of Notes validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase.

(5) The Total Consideration (as defined below) for each series of Notes validly tendered prior to or at the Early Tender Date and accepted for purchase is calculated using the applicable Fixed Spread (as defined below) and is inclusive of the applicable Early Tender Payment (as defined below). The Total Consideration for each series of Notes does not include the applicable accrued and unpaid interest, which will be payable in addition to the applicable Total Consideration.


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