Mr. Rich Kruger reports
SUNCOR ANNOUNCES PRICING OF TENDER OFFERS FOR CERTAIN OUTSTANDING SERIES OF NOTES
Suncor Energy Inc. has provided an update on the total consideration payable in connection with its previously announced tender offers to purchase for cash: (i) up to $1-billion aggregate principal amount (the Pool 1 maximum amount) of its 6.50 per cent notes due 2038 and 6.80 per cent notes due 2038 (collectively, the Pool 1 notes); and (ii) up to $100-million aggregate principal amount (the Pool 2 maximum amount) of its 3.10 per cent Series 6 medium-term notes due 2029, 3.00 per cent Series 5 medium-term notes due 2026, 6.00 per cent notes due 2042, 5.35 per cent notes due 2033, 5.95 per cent notes due 2035, 5.00 per cent Series 7 medium-term notes due 2030 and 5.39 per cent Series 4 medium-term notes due 2037 (collectively, the Pool 2 notes), subject to prioritized acceptance levels listed in the attached table and the terms and conditions of the tender offers.
"This tender captures significant economic value while retiring substantial long-term debt. Our ongoing operational and financial momentum continues to drive us towards our net debt target, with this action representing another key milestone on that path," said Rich Kruger, president and chief executive officer. "This tender also illustrates our unwavering commitment to a strong, resilient balance sheet and industry-leading shareholder returns."
The attached table sets forth, among other things, the aggregate principal amount of each series of notes validly tendered and not validly withdrawn as of 5 p.m. New York time on Oct. 2, 2024 (the early tender date), and expected to be accepted for purchase in each tender offer, the approximate proration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 11 a.m. New York time on Oct. 3, 2024.
The tender offers are being made upon the terms, and subject to the conditions, previously described in the offer to purchase dated Sept. 19, 2024, as amended and supplemented by Suncor's news release on Oct. 2, 2024 (as so amended). Suncor refers investors to the offer to purchase for the complete terms and conditions of the tender offers.
Withdrawal rights for the notes expired at 5 p.m. New York time on the early tender date. The tender offers for the notes will expire at 5 p.m. New York time on Oct. 18, 2024, or any other date and time to which Suncor extends the applicable tender offer, unless earlier terminated. As previously announced, Suncor expects to elect to exercise its right to make payment on Oct. 7, 2024, for notes that were validly tendered prior to or at the early tender date and that are accepted for purchase. Suncor intends to finance the purchase of validly tendered and accepted notes on the early settlement date with cash on hand.
For purposes of calculating the portion of the maximum amounts attributable to each series of U.S.-dollar notes, the aggregate principal amount of U.S.-dollar notes tendered in the applicable tender offer shall be converted to Canadian dollars based on the exchange rate of $1 (U.S.) for $1.3540, as shown on the FXC page displayed on the Bloomberg Pricing Monitor at 11 a.m. New York time on the date hereof.
Because the Pool 1 notes validly tendered and not validly withdrawn prior to or at the early tender date have an aggregate principal amount that exceeds the Pool 1 maximum amount, Suncor does not expect to accept for purchase all Pool 1 notes that have been validly tendered and not validly withdrawn prior to or at the early tender date. Rather, subject to the Pool 1 maximum amount and the acceptance priority levels set forth in the attached table, in each case, as further described in the offer to purchase, Suncor expects to accept for purchase all of the 6.50 per cent notes due 2038 validly tendered and not validly withdrawn prior to or at the early tender date. Suncor expects to accept for purchase the 6.80 per cent notes due 2038 validly tendered and not validly withdrawn prior to or at the early tender date on a prorated basis using a proration factor of approximately 45.7 per cent. As described further in the offer to purchase, notes tendered and not accepted for purchase will be promptly credited to the tendering holder's account. Additionally, because the Pool 1 notes validly tendered and not validly withdrawn prior to or at the early tender date have an aggregate principal amount that exceeds the Pool 1 maximum amount, Suncor does not expect to accept for purchase any Pool 1 notes tendered after the early tender date on a subsequent settlement date.
Because the Pool 2 notes validly tendered and not validly withdrawn prior to or at the early tender date have an aggregate principal amount that exceeds the Pool 2 maximum amount, Suncor does not expect to accept for purchase all Pool 2 notes that have been validly tendered and not validly withdrawn prior to or at the early tender date. Rather, subject to the Pool 2 maximum amount and the acceptance priority levels set forth in the attached table, in each case as further described in the offer to purchase, Suncor expects to accept for purchase all of the 3.10 per cent Series 6 medium-term notes due 2029, 3.00 per cent Series 5 medium-term notes due 2026 and 5.35 per cent notes due 2033 validly tendered and not validly withdrawn prior to or at the early tender date. Suncor expects to accept for purchase the 5.95 per cent notes due 2035 validly tendered and not validly withdrawn prior to or at the early tender date on a prorated basis using a proration factor of approximately 30.6 per cent. Suncor does not expect to accept for purchase any 5.00 per cent Series 7 medium-term notes due 2030 or 5.39 per cent Series 4 medium-term notes due 2037. As described further in the offer to purchase, notes tendered and not accepted for purchase will be promptly credited to the tendering holder's account. Additionally, because the Pool 2 notes validly tendered and not validly withdrawn prior to or at the early tender date have an aggregate principal amount that exceeds the Pool 2 maximum amount, Suncor does not expect to accept for purchase any Pool 2 notes tendered after the early tender date on a subsequent settlement date.
The applicable total consideration listed in the attached table will be paid per $1,000 (U.S.) or $1,000, as applicable, principal amount of each series of notes validly tendered and accepted for purchase pursuant to the applicable tender offer on the early settlement date. Only holders of notes who validly tendered and did not validly withdraw their notes prior to or at the early tender date are eligible to receive the applicable total consideration for notes accepted for purchase. Holders will also receive accrued and unpaid interest on notes validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the early settlement date.
All notes accepted for purchase will be retired and cancelled and will no longer remain outstanding obligations of Suncor.
The tender offers are subject to the satisfaction or waiver of certain conditions, which are specified in the offer to purchase. The tender offers are not conditioned on any minimum principal amount of notes being tendered.
Information relating to the tender offers
CIBC World Markets Corp., CIBC World Markets Inc. (solely with respect to the tender offers for the Canadian-dollar notes), J.P. Morgan Securities LLC, J.P. Morgan Securities Canada Inc. (solely with respect to the tender offers for the Canadian-dollar notes), Mizuho Securities USA LLC, Mizuho Securities Canada Inc. (solely with respect to the Canadian-dollar tender offers), RBC Capital Markets LLC, RBC Dominion Securities Inc. (solely with respect to the tender offers for the Canadian-dollar Notes), Scotia Capital (USA) Inc., TD Securities (USA) LLC and TD Securities Inc. (solely with respect to the tender offers for the Canadian-dollar notes) are acting as the dealer managers for the tender offers. For additional information regarding the terms of the tender offers, please contact CIBC at 800-282-0822 (toll-free) or 212-455-6427 (collect); J.P. Morgan at 866-834-4666 (toll-free) or 212-834-4818 (collect); Mizuho at 866-271-7403 (toll-free) or 212-205-7736 (collect); RBC at 877-381-2099 (toll-free), 212-618-7843 (collect U.S.) or 416-842-6311 (collect Canada); Scotiabank at 800-372-3930 (toll-free) or 212-225-5000 (collect); or TD Securities at 866-584-2096 (toll-free), 212-827-2842 (collect U.S.) or 416-982-2243 (collect Canada). Global Bondholder Services Corp. will act as the information agent and the tender agent for the tender offers for the U.S.-dollar notes. Computershare Investor Services Inc. will act as the tender agent for the tender offers for the Canadian-dollar notes. Questions or requests for assistance related to the tender offers or for additional copies of the offer to purchase may be directed to Global Bondholder Services at 855-654-2014 (toll-free) or 212-430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the tender offers. The offer to purchase can be accessed on Global Bondholder Services' website.
The full details of the tender offers, including complete instructions on how to tender notes, are included in the offer to purchase. Holders are strongly encouraged to carefully read the offer to purchase, including the documents incorporated by reference therein, because they contain important information. The offer to purchase may be obtained from Global Bondholder Services, free of charge, by calling 212-430-3774 (for banks and brokers), or 855-654-2014 (for all others, toll-free).
Suncor Energy is Canada's leading integrated energy company. Suncor's operations include oil sands development, production and upgrading; offshore oil production; petroleum refining in Canada and the U.S.; and the company's Petro-Canada retail and wholesale distribution networks (including Canada's Electric Highway, a coast-to-coast network of fast-charging EV (electric vehicle) stations). Suncor is developing petroleum resources while advancing the transition to a lower-emissions future through investments in lower-emissions intensity power, renewable feedstock fuels and projects targeting emissions intensity. Suncor also conducts energy trading activities focused primarily on the marketing and trading of crude oil, natural gas, byproducts, refined products and power. Suncor's common shares (symbol: SU) are listed on the Toronto Stock Exchange and the New York Stock Exchange.
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