공시 • Sep 27
Suncor Energy Inc Commences Tender Offers for Ten Series of Notes
Suncor Energy Inc. announced offers to purchase for cash any and all of the ten series of outstanding notes described below, up to a maximum CAD 1,750,000,000 aggregate amount of Total Consideration (as defined below), on the terms and conditions set forth in the Offer to Purchase dated September 26, 2022. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase. Subject to the satisfaction or waiver of the conditions of the Offers described in the Offer to Purchase, if the Maximum Purchase Condition is not satisfied with respect to every series of Notes, the Offerors will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in the table above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 10 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase. The 5.00% Series7 Medium Term Notes due 2030, together with the 3.00% Series5 Medium Term Notes due 2026, the 3.10% Series6 Medium Term Notes due 2029 and the 5.39% Series4 Medium Term Notes due 2037 are referred to herein as the “C Notes.” The 5.95% Notes due 2034, together with the 8.20% Notes due 2027, the 6.000% Notes due 2042, the 5.35% Notes due 2033, the 5.95% Notes due 2035 and the 6.50% Notes due 2038, are referred to herein as the “US Notes. The calculation of the applicable U.S. Consideration (as defined below) for each series of US Notes and the calculation of the applicable Canadian Consideration (as defined below) for each series of C Notes will be performed taking into account such par call date, if any, or maturity date, in accordance with market practice. The consideration for each series of US Notes (such consideration, the “U.S. Consideration”) payable per each USD 1,000 principal amount of such series of US Notes validly tendered for purchase will be based on the fixed spread specified in the table above (the “Fixed Spread”) for such series of Notes, plus the yield of the specified U.S. Reference Security for that series as quoted on the Bloomberg reference pagespecified in the table above as of 2:00 p.m., NewYork City time, on October4, 2022, unless extended with respect to the applicable Offer (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Price Determination Date”). For Holders of Notes who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures will be the second business day after the Expiration Date which is expected to be 5:00 p.m., New York City time, on October 6, 2022. The “Settlement Date” will be the third business day after the Expiration Date and the first business day after the Guaranteed Delivery Date and is expected to be October 7, 2022. Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes are accepted for purchase in the Offers will receive the Total Consideration described in the notes to the table immediately above for each USD 1,000 or CAD 1,000, as applicable, principal amount of such Notes in cash on the Settlement Date. On the Price Determination Date, unless extended with respect to any of the Offers, the Offerors will issue a news release specifying, among other things, the Total Consideration for each series of Notes validly tendered and accepted. In addition to the Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the Accrued Coupon Payment, representing accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Settlement Date. The Offerors’ obligation to accept for payment and to pay for Notes of any series validly tendered in the Offers is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase, including that the Aggregate Purchase Consideration for Notes purchased in the Offers not exceed CAD 1,750,000,000, and on the applicable Maximum Purchase Consideration being sufficient to pay the Total Consideration for all validly tendered Notes of such series. For purposes of calculating the portion of the Aggregate Purchase Consideration attributable to each series of U.S. Notes, the aggregate principal amount of U.S. Notes tendered in the applicable Offer shall be converted to Canadian dollars based on the exchange rate of one U.S. dollar for Canadian dollars, as shown on the FXC page displayed on the Bloomberg Pricing Monitor at 2:00 p.m., New York City time, on the Price Determination Date. As a result, no series will be subject to pro-ration in the amount accepted. The Offerors reserve the right, subject to applicable law, to: (i) waive any and all conditions to the Offers; (ii) extend or terminate any or all of the Offers; (iii) increase or decrease the Maximum Purchase Consideration; or (iv) otherwise amend the Offers in any respect.
