Suncor Announces Pricing of Tender Offers for Certain Outstanding Series of Notes
Suncor Energy announced the pricing of its tender offers to purchase up to C$1 billion of its 6.50% and 6.80% Notes due 2038 (Pool 1 Notes), and up to C$100 million of its other notes (Pool 2 Notes). The tender offers aim to retire long-term debt and strengthen the balance sheet. The early tender date was October 2, 2024, and the early settlement date is October 7, 2024. The tender offers will expire on October 18, 2024. Suncor will use cash on hand to fund the purchases. The company expects to accept all validly tendered Pool 1 Notes and some Pool 2 Notes on a prorated basis. The total consideration includes accrued and unpaid interest. Notes accepted will be retired and canceled.
Suncor Energy ha annunciato il prezzo delle sue offerte di acquisto per ottenere fino a 1 miliardo di dollari canadesi dei suoi titoli a 6,50% e 6,80% in scadenza nel 2038 (Titoli Pool 1), e fino a 100 milioni di dollari canadesi dei suoi altri titoli (Titoli Pool 2). Le offerte di acquisto mirano a estinguere il debito a lungo termine e a rafforzare il bilancio. La data per la presentazione anticipata è stata il 2 ottobre 2024, e la data di regolamento anticipato è il 7 ottobre 2024. Le offerte di acquisto scadranno il 18 ottobre 2024. Suncor utilizzerà fondi disponibili per finanziare gli acquisti. L'azienda si aspetta di accettare tutti i Titoli Pool 1 validamente presentati e alcuni Titoli Pool 2 su base proporzionale. L'importo totale considera anche gli interessi maturati e non pagati. I titoli accettati saranno ritirati e annullati.
Suncor Energy anunció el precio de sus ofertas de compra para adquirir hasta 1 mil millones de dólares canadienses de sus Notas del 6.50% y 6.80% con vencimiento en 2038 (Notas del Pool 1), y hasta 100 millones de dólares canadienses de sus otras notas (Notas del Pool 2). Las ofertas de compra tienen como objetivo reducir la deuda a largo plazo y fortalecer el balance. La fecha de presentación anticipada fue el 2 de octubre de 2024, y la fecha de liquidación anticipada es el 7 de octubre de 2024. Las ofertas de compra vencerán el 18 de octubre de 2024. Suncor utilizará efectivo disponible para financiar las compras. La compañía espera aceptar todas las Notas del Pool 1 presentadas válidamente y algunas Notas del Pool 2 de manera prorrateada. La consideración total incluye intereses acumulados y no pagados. Las notas aceptadas serán retiradas y canceladas.
Suncor Energy는 2038년에 만기되는 6.50% 및 6.80% 채권(풀 1 채권) 최대 10억 캐나다 달러와 다른 채권(풀 2 채권) 최대 1억 캐나다 달러를 매입하기 위한 입찰 가격을 발표했습니다. 이번 입찰은 장기 채무를 상환하고 재무 상태를 강화하는 것을 목표로 합니다. 조기 입찰 마감일은 2024년 10월 2일이며, 조기 결제일은 2024년 10월 7일입니다. 입찰은 2024년 10월 18일에 만료됩니다. Suncor는 구매 자금을 확보하기 위해 현금을 사용할 것입니다. 회사는 유효하게 입찰된 모든 풀 1 채권과 일부 풀 2 채권을 비례적으로 수락할 것으로 예상하고 있습니다. 총 보상에는 발생한 미지급 이자가 포함됩니다. 수락된 채권은 폐기 및 취소됩니다.
Suncor Energy a annoncé le prix de ses offres d'achat pour acquérir jusqu'à 1 milliard de dollars canadiens de ses obligations à 6,50 % et 6,80 % arrivant à échéance en 2038 (Obligations Pool 1), et jusqu'à 100 millions de dollars canadiens de ses autres obligations (Obligations Pool 2). Les offres d'achat visent à réduire la dette à long terme et à renforcer le bilan. La date limite de soumission anticipée était le 2 octobre 2024, et la date de règlement anticipé est le 7 octobre 2024. Les offres d'achat expireront le 18 octobre 2024. Suncor utilisera des liquidités disponibles pour financer les achats. La société s'attend à accepter toutes les Obligations Pool 1 valablement soumises et certaines Obligations Pool 2 sur une base prorata. La considération totale inclut les intérêts courus et non payés. Les obligations acceptées seront annulées et annulées.
Suncor Energy hat die Preisgestaltung seiner Angebotsanfragen zur Aufforderung zum Kauf von bis zu 1 Milliarde kanadischen Dollar seiner 6,50% und 6,80% Anleihen, die 2038 fällig sind (Pool 1 Anleihen), und bis zu 100 Millionen kanadischen Dollar seiner anderen Anleihen (Pool 2 Anleihen) angekündigt. Die Angebotsanfragen zielen darauf ab, langfristige Schulden abzubauen und die Bilanz zu stärken. Das frühe Angebotsdatum war der 2. Oktober 2024, und das frühe Abrechnungsdatum ist der 7. Oktober 2024. Die Angebotsanfragen laufen am 18. Oktober 2024 aus. Suncor wird zur Finanzierung der Käufe verfügbare Mittel verwenden. Das Unternehmen erwartet, dass alle gültig eingereichten Pool 1 Anleihen und einige Pool 2 Anleihen anteilig angenommen werden. Die Gesamtsumme enthält aufgelaufene und nicht gezahlte Zinsen. Die angenommenen Anleihen werden zurückgezogen und annulliert.
- Retiring up to C$1.1 billion of long-term debt.
- Strengthening the balance sheet.
- Early settlement date set for October 7, 2024.
- High proration factor of 45.7% for 6.80% Notes due 2038.
- Not all tendered Pool 1 and Pool 2 Notes will be accepted.
Insights
Suncor's tender offer to purchase up to C$1.1 billion of outstanding notes is a significant deleveraging move. The company is targeting long-term debt, with some notes maturing as far out as 2042. This action will strengthen Suncor's balance sheet by reducing its debt load and future interest expenses.
The tender offer was oversubscribed, indicating strong investor interest. Suncor will purchase
By using cash on hand to fund the purchase, Suncor is effectively deploying its strong cash position to improve its capital structure. This aligns with the company's stated goal of reaching its net debt target and maintaining a resilient balance sheet, which should positively impact its credit profile and financial flexibility going forward.
Suncor's debt reduction initiative comes at a strategic time for the oil industry. With oil prices relatively stable and cash flows strong, many energy companies are focusing on strengthening their balance sheets. This move positions Suncor well against its peers and demonstrates financial discipline.
The tender offer's success, particularly for longer-dated notes, suggests investors are willing to exit these positions, possibly due to concerns about long-term energy transition risks. By reducing its long-term debt burden, Suncor is mitigating some of this risk and potentially improving its valuation multiples.
CEO Rich Kruger's statement about "ongoing operational and financial momentum" hints at positive underlying business performance. The combination of debt reduction and strong operations could lead to increased shareholder returns, either through higher dividends or share buybacks, which is a trend we're seeing across the oil sector as companies balance growth, sustainability and investor returns.
Calgary, Alberta--(Newsfile Corp. - October 3, 2024) - Suncor Energy Inc. (TSX: SU) (NYSE: SU) ("Suncor") announced today the total consideration payable in connection with its previously announced tender offers (the "Tender Offers") to purchase for cash: (i) up to C
"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 CEO. "This tender also illustrates our unwavering commitment to a strong, resilient balance sheet and industry-leading shareholder returns."
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 October 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 11:00 a.m., New York City time, today, October 3, 2024.
Title of Security(1) | CUSIP/ISIN | Principal Amount Outstanding | Acceptance Priority Level(2) | Par Call Date(3) | Maturity Date | Reference Security | Fixed Spread | Reference Yield | Principal Amount Tendered at Early Tender Date | Principal Amount Expected to be Accepted | Approximate Proration Factor | Total Consideration (4) | |
Pool 1 Tender Offers | 867229AE6 / US867229AE68 | US | 1 | N/A | June 15, 2038 | 135 | US | US | US | ||||
71644EAJ1 / US71644EAJ10 | US | 2 | N/A | May 15, 2038 | 140 | US | US | US | |||||
Pool 2 Tender Offers | 86721ZAP4 / CA86721ZAP41 | C | 1 | February 24, 2029 | May 24, 2029 | 120 | C | C | C | ||||
86721ZAM1 / CA86721ZAM10 | C | 2 | June 14, 2026 | September 14, 2026 | 70 | C | C | C | |||||
13643EAH8, C18885AF7 / US13643EAH80, USC18885AF71 | US | 3 | October 1, 2041 | April 1, 2042 | 200 | - | US | US | - | - | |||
716442AH1 / US716442AH16 | US | 4 | N/A | July 15, 2033 | 105 | US | US | US | |||||
71644EAG7 / US71644EAG70 | US | 5 | N/A | May 15, 2035 | 125 | US | US | US | |||||
86721ZAQ2 / CA86721ZAQ24 | C | 6 | January 9, 2030 | April 9, 2030 | 125 | - | C | C | - | - | |||
86721ZAB5 / CA86721ZAB54 | C | 7 | N/A | March 26, 2037 | 165 | - | C | C | - | - |
(1) The
(2) Subject to the Maximum Amounts and proration, if applicable, the principal amount of each series of Notes that is purchased in each Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order) specified in this column in the manner described in the Offer to Purchase (as defined below).
(3) The calculation of the applicable U.S. Total Consideration (as defined below) for each series of US$ Notes and the calculation of the applicable Canadian Total Consideration (as defined below) for each series of C$ Notes was performed taking into account such par call date, if any, or maturity date, in accordance with market practice.
(4) The applicable consideration for each series of US$ Notes (the "U.S. Total Consideration") offered per each US
(5) Such Notes were issued by Petro-Canada; Suncor assumed the obligations for such Notes in 2009.
(6) Such Notes were issued by Canadian Oil Sands Limited; Suncor assumed the obligations for such Notes in 2016.
The Tender Offers are being made upon the terms, and subject to the conditions, previously described in the offer to purchase dated September 19, 2024, as amended and supplemented by Suncor's news release on October 2, 2024 (as so amended, the "Offer to Purchase"). 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 5:00 p.m., New York City time, on the Early Tender Date. The Tender Offers for the Notes will expire at 5:00 p.m., New York City time, on October 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 October 7, 2024 (the "Early Settlement Date") for Notes that were validly tendered prior to or at the Early Tender Date and that are accepted for purchase. Suncor intends to fund 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 US$ Notes, the aggregate principal amount of US$ Notes tendered in the applicable Tender Offer shall be converted to Canadian dollars based on the exchange rate of one U.S. dollar for 1.3540 Canadian dollars, as shown on the FXC page displayed on the Bloomberg Pricing Monitor at 11:00 a.m., New York City 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 table above, in each case as further described in the Offer to Purchase, Suncor expects to accept for purchase all of the
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 table above, in each case as further described in the Offer to Purchase, Suncor expects to accept for purchase all of the
The applicable Total Consideration listed in the table above will be paid per US
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 C$ Notes) (together, "CIBC"), J.P. Morgan Securities LLC, J.P. Morgan Securities Canada Inc. (solely with respect to the Tender Offers for the C$ Notes) (together, "J.P. Morgan"), Mizuho Securities USA LLC, Mizuho Securities Canada Inc. (solely with respect to the C$ Tender Offers) (together, "Mizuho"), RBC Capital Markets, LLC, RBC Dominion Securities Inc. (solely with respect to the Tender Offers for the C$ Notes) (together, "RBC"), Scotia Capital (USA) Inc. ("Scotiabank"), TD Securities (USA) LLC and TD Securities Inc. (solely with respect to the Tender Offers for the C$ Notes) (together, "TD Securities") 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 Corporation will act as the information agent and the tender agent for the Tender Offers for the US$ Notes. Computershare Investor Services Inc. will act as the tender agent for the Tender Offers for the C$ 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 Corporation 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 at the following website: https://www.gbsc-usa.com/suncor.
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 Corporation, free of charge, by calling (212) 430-3774 (for banks and brokers) or (855) 654-2014 (for all others, toll-free).
This news release does not constitute an offer to purchase, or a solicitation of an offer to sell, or the solicitation of tenders with respect to the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Tender Offers are being made solely pursuant to the Offer to Purchase made available to holders of the Notes. None of Suncor or its affiliates, their respective boards of directors, the dealer managers, the tender agents, the information agent or the trustee with respect to any series of Notes is making any recommendation as to whether or not holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Notes in the Tender Offers, and, if so, the principal amount of Notes to tender.
Legal Advisory - Forward-Looking Information
This news release contains certain forward-looking information and forward-looking statements (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian and U.S. securities laws. Forward-looking statements are based on Suncor's current expectations, estimates, projections and assumptions that were made by the company in light of information available at the time the statement was made and consider Suncor's experience and its perception of historical trends. Forward-looking statements in this news release include statements about the purchase of the Notes and amount of the consideration paid therefor; the expected source of funds for the Tender Offers; the deadlines, determination dates and settlement dates regarding the Tender Offers; the payment of accrued and unpaid interest; the use of a proration factor in respect of the
Forward-looking statements and information are not guarantees of future performance and involve a number of risks and uncertainties, some that are similar to other oil and gas companies and some that are unique to Suncor. Suncor's actual results may differ materially from those expressed or implied by its forward-looking statements, so readers are cautioned not to place undue reliance on them.
Suncor's Management Discussion and Analysis for the Second Quarter of 2024 dated August 6, 2024, its Annual Information Form, Annual Report to Shareholders and Form 40-F, each dated March 21, 2024, and other documents it files from time to time with securities regulatory authorities describe the risks, uncertainties, material assumptions and other factors that could influence actual results and such factors are incorporated herein by reference. Copies of these documents are available without charge from Suncor at 150 6th Avenue S.W., Calgary, Alberta T2P 3E3; by referring to suncor.com/FinancialReports or to the company's profile on SEDAR+ at sedarplus.ca or EDGAR at sec.gov. Except as required by applicable securities laws, Suncor disclaims any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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-CanadaTM retail and wholesale distribution networks (including Canada's Electric HighwayTM, a coast-to-coast network of fast-charging EV 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 and New York stock exchanges.
For more information about Suncor, visit our website at suncor.com.
Media inquiries:
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/225532
FAQ
What is the purpose of Suncor's tender offers announced on October 3, 2024?
When is the early settlement date for Suncor's tender offers?
How much debt is Suncor aiming to retire in its tender offers?
What are the acceptance priority levels for Suncor's tender offers?