Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
10 September 2021 - 7:28AM
Edgar (US Regulatory)
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Filed Pursuant to Rule 433
Registration No. 333-233702
September 9, 2021
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TERM SHEET
Cenovus Energy Inc.
US$500,000,000 2.650% Notes due 2032 (the 2032 Notes)
US$750,000,000 3.750% Notes due 2052 (the 2052 Notes)
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Issuer
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Cenovus Energy Inc.
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Principal Amount
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US$500,000,000
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US$750,000,000
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Expected Ratings*
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Baa3 / BBB- / BBB-
(Moodys / S&P / Fitch)
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Baa3 / BBB- / BBB-
(Moodys / S&P / Fitch)
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Public Offering Price
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99.562%
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99.284%
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Coupon
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2.650%
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3.750%
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Yield to Maturity
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2.699%
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3.790%
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Pricing Benchmark
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UST 1.250% due August 15, 2031
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UST 2.375% due May 15, 2051
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Benchmark Yield
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1.299%
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1.890%
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Spread
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+140 bps
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+190 bps
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Trade Date
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September 9, 2021
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Settlement Date
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September 13, 2021
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Maturity Date
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January 15, 2032
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February 15, 2052
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Interest Payment Dates
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Semi-annually on January 15 and July 15, beginning January 15, 2022 (short first coupon)
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Semi-annually on February 15 and August 15, beginning February 15, 2022 (short first coupon)
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Record Dates
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January 1 and July 1
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February 1 and August 1
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Make-Whole Call
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Prior to October 15, 2031 (the date that is three months prior to the Maturity Date of the 2032 Notes), at the applicable make-whole (Adjusted Treasury Rate plus 25 basis points).
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Prior to August 15, 2051 (the date that is six months prior to the Maturity Date of the 2052 Notes), at the applicable make-whole (Adjusted Treasury Rate plus 30 basis points).
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Par Call
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On or after October 15, 2031 (the date that is three months prior to the Maturity Date of the 2032 Notes).
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On or after August 15, 2051 (the date that is six months prior to the Maturity Date of the 2052 Notes).
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CUSIP
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15135UAW9
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15135UAX7
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ISIN
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US15135UAW99
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US15135UAX72
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Joint Book-Running Managers
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J.P. Morgan Securities LLC
BofA
Securities, Inc.
MUFG Securities Americas Inc.
BMO Capital
Markets Corp.
Scotia Capital (USA) Inc.
Mizuho Securities USA
LLC
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Senior Co-Managers
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CIBC World Markets Corp.
Goldman
Sachs & Co. LLC
RBC Capital Markets, LLC
TD
Securities (USA) LLC
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Co-Managers
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ATB Capital Markets Inc.
SMBC Nikko
Securities America, Inc.
Desjardins Securities Inc.
Wells
Fargo Securities, LLC
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*
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision, suspension or withdrawal at any time.
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The Issuer has filed a registration statement (including a base shelf prospectus) and a
preliminary prospectus supplement with the U.S. Securities and Exchange Commission (the SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the
preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, Cenovus, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting J.P. Morgan Securities LLC (collect) at 1-212-834-4533, BofA Securities, Inc. toll-free at
1-800-294-1322 or MUFG Securities Americas Inc. toll-free at 1-877-649-6848.
Certain of the Underwriters may not be U.S. registered broker-dealers and accordingly
will not effect any sales within the United States except in compliance with applicable U.S. laws and regulations, including the rules of the Financial Industry Regulatory Authority.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES
WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
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