CENOVUS ENERGY INC. US$1,200,000,000 Aggregate Principal Amount of 4.25% Senior Notes due 2027 US$700,000,000 Aggregate Principal Amount of 5.25% Senior Notes due 2037 US$1,000,000,000 Aggregate Principal Amount of 5.40% Senior Notes due 2047...Registration Rights Agreement • November 8th, 2017 • Cenovus Energy Inc. • Crude petroleum & natural gas • New York
Cenovus Energy Inc., a corporation organized under the laws of Canada (the “Company”), proposes to issue and sell, upon the terms set forth in a purchase agreement dated as of April 4, 2017 (the “Purchase Agreement”), US$1,200,000,000 aggregate principal amount of its 4.25% Senior Notes due 2027 (the “Initial 2027 Securities”), US$700,000,000 aggregate principal amount of its 5.25% Senior Notes due 2037 (the “Initial 2037 Securities”) and US$1,000,000,000 aggregate principal amount of its 5.40% Senior Notes due 2047 (the “Initial 2047 Securities,” and together with the Initial 2027 Securities and the Initial 2037 Securities, the “Initial Securities”) to the initial purchasers named in Schedule A to the Purchase Agreement (collectively, the “Initial Purchasers”), for whom J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives. The Initial Securities will be issued pursuant to an Indenture, dated as of Apr
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MAY 12, 2021 BETWEEN CENOVUS ENERGY INC. AND COMPUTERSHARE INVESTOR SERVICES INC. AS RIGHTS AGENT (amending and restating the Restated Shareholder Rights Plan Agreement dated as of...Shareholder Rights Plan Agreement • May 13th, 2021 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
MEMORANDUM OF AGREEMENT dated as of May 12, 2021 between Cenovus Energy Inc. (the “Corporation”), a corporation amalgamated under the Canada Business Corporations Act, and Computershare Investor Services Inc., a corporation incorporated under the laws of Canada (the “Rights Agent”) which was appointed successor to CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada ("the "Initial Rights Agent") on November 1, 2012, which amends and restates the First 2021 Amended and Restated Agreement (as defined below);
CENOVUS ENERGY INC. and COMPUTERSHARE TRUST COMPANY OF CANADA WARRANT INDENTURECenovus Energy Inc. • January 4th, 2021 • Crude petroleum & natural gas • Alberta
CENOVUS ENERGY INC., a corporation existing under the laws of Canada having an office in Calgary, Alberta (the "Corporation")
RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF OCTOBER 20, 2009, AS RESTATED AS OF NOVEMBER 30, 2009 BETWEEN CENOVUS ENERGY INC. (successor by way of amalgamation to 7050372 CANADA INC.) AND CIBC MELLON TRUST COMPANY AS RIGHTS AGENTShareholder Rights Plan Agreement • December 2nd, 2009 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
MEMORANDUM OF AGREEMENT dated as of October 20, 2009, as restated as of November 30, 2009 between Cenovus Energy Inc. (successor by way of amalgamation to 7050372 Canada Inc.) (the “Corporation”), a corporation amalgamated under the Canada Business Corporations Act, and CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada (the “Rights Agent”);
CENOVUS ENERGY INC., as Issuer and THE BANK OF NEW YORK MELLON, as TrusteeIndenture • June 30th, 2010 • Cenovus Energy Inc. • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 4th, 2021 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
WHEREAS the Corporation and Husky Energy Inc. ("Husky") completed on the date hereof an arrangement under section 193 of the Business Corporations Act (Alberta) involving, among others, Husky, the Corporation and the shareholders of Husky ("Arrangement") pursuant to an arrangement agreement dated October 24, 2020 (the "Arrangement Agreement");
PROJECT AGREEMENT BETWEEN ENCANA CORPORATION AND CONOCOPHILLIPSProject Agreement • December 14th, 2009 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
[REDACTED] = CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS AND THE WORD “REDACTED”, HAS BEEN OMITTED PURSUANT TO SECTION 12.2(2) OF NATIONAL INSTRUMENT 51-102.
STANDSTILL AGREEMENTStandstill Agreement • January 12th, 2021 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
WHEREAS Cenovus and Husky Energy Inc. ("Husky") have, concurrently with the execution and delivery of this Agreement, entered into an arrangement agreement (as the same may be amended, modified or supplemented from time to time, the "Arrangement Agreement"), regarding a proposed arrangement under section 193 of the Business Corporations Act (Alberta) involving Husky, Cenovus and the shareholders of Husky (as the same may be amended, modified or supplemented from time to time, the "Arrangement");
INVESTOR AGREEMENTInvestor Agreement • May 18th, 2017 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
WHEREAS in connection with the indirect acquisition of certain assets from ConocoPhillips to be completed on the date hereof, Cenovus will issue Common Shares (as defined herein) to ConocoPhillips in partial consideration of the purchase price thereof (the “Acquisition Transaction”);
CENOVUS ENERGY INC. US$500,000,000 2.650% Notes due 2032 US$750,000,000 3.750% Notes due 2052 UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2021 • Cenovus Energy Inc. • Crude petroleum & natural gas • New York
Cenovus Energy Inc., a corporation organized under the laws of Canada (the “Company”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representatives (in such capacity, the “Representatives”), the principal amount of its securities identified in Schedule I hereto (the “Securities”). The Securities are to be issued pursuant to an indenture (the “Indenture”) dated as of August 17, 2012 between the Company and The Bank of New York Mellon, as trustee (the “Trustee”). Securities issued in book-entry form will be issued to Cede & Co. as nominee of The Depository Trust Company (“DTC”).
PRE-EMPTIVE RIGHTS AGREEMENTEmptive Rights Agreement • January 4th, 2021 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
HUTCHISON WHAMPOA EUROPE INVESTMENTS S.À R.L., a société à responsibilité limitée existing under the laws of Luxembourg (the "Shareholder")
SUPPORT AGREEMENTSupport Agreement • January 12th, 2021 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
HUTCHISON WHAMPOA EUROPE INVESTMENTS S.À R.L., a société à responsibilité limitée existing under the laws of Luxembourg (the "Shareholder")
ARRANGEMENT AGREEMENTArrangement Agreement • December 14th, 2009 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
WHEREAS EnCana wishes to separate its divisions known as the “Canadian Plains Division” and the “Integrated Oil Division” and certain related assets into a separate public company by means of the Pre-Arrangement Transactions and the Arrangement;
CENOVUS ENERGY INC. Pricing AgreementAgreement • August 13th, 2013 • Cenovus Energy Inc. • Crude petroleum & natural gas • New York
Cenovus Energy Inc., a Canadian corporation (the “Corporation”), proposes, subject to the terms and conditions stated herein and in the Cenovus Energy Inc.—Debt Securities—Standard Provisions, dated as of August 12, 2013, (the “Standard Provisions”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). The Standard Provisions are incorporated herein by reference in their entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such Standard Provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Standard Provisions so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Sta
SEPARATION AND TRANSITION AGREEMENTSeparation and Transition Agreement • December 14th, 2009 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
NOW THEREFORE, THIS AGREEMENT WITNESSES THAT in consideration of the premises and the respective rights and obligations set out herein, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, and intending to be legally bound hereby, the Parties agree as follows:
ASSET PURCHASE AND SALE AGREEMENT AMENDING AGREEMENTAmending Agreement • May 18th, 2017 • Cenovus Energy Inc. • Crude petroleum & natural gas
CONOCOPHILLIPS CANADA RESOURCES CORP., a corporation having an office and carrying on business in the City of Calgary in the Province of Alberta (“CPCRC”)
TERMS AND CONDITIONSTerms and Conditions • November 30th, 2009 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
THIS OPTION AND TANDEM STOCK APPRECIATION RIGHTS AGREEMENT is made between Cenovus Energy Inc. (the “Corporation”) and the Participant listed above (the “Participant”), an eligible employee of the Corporation or one of its Related Corporations.
Cenovus reaches agreement to sell Pipestone business for $625 millionCenovus Reaches Agreement • August 9th, 2018 • Cenovus Energy Inc. • Crude petroleum & natural gas
Calgary, Alberta (August 9, 2018) – Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) and one of its subsidiaries have entered into an agreement to sell the general partnership that holds the Pipestone and Wembley natural gas and liquids business in northwestern Alberta (the “Pipestone Business”) for cash proceeds of $625 million. The transaction also includes the Pipestone Business’s 39% operated working interest in the Wembley gas plant. The sale is expected to close in the third quarter of 2018, subject to customary closing conditions.
Cenovus to buy renewable power from Cold Lake First Nations, Elemental Energy partnershipCenovus Energy Inc. • July 22nd, 2021 • Crude petroleum & natural gas
The southern Alberta project will add 150 megawatts of renewable energy to the province’s electricity grid once completed and is expected to begin producing electricity in 2023. Cenovus has signed a 15-year PPA for the full output of the facility, providing the offtake contract necessary for the construction of the project and ultimately helping Cenovus mitigate its scope 2 emissions. Scope 2 emissions are those represented by purchased or acquired electricity, steam, heat and/or cooling. In Cenovus’s case, these emissions primarily result from purchased electricity.
ARRANGEMENT AGREEMENTStandstill Agreement • January 12th, 2021 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
WHEREAS Cenovus and Husky wish to complete a transaction involving (i) the acquisition by Cenovus of all the issued and outstanding Husky Common Shares in exchange for Cenovus Common Shares and Cenovus Warrants, and (ii) if the Preferred Share Condition is satisfied prior to the Effective Time, the acquisition by Cenovus of all the issued and outstanding Husky Preferred Shares in exchange for Cenovus Preferred Shares, all in accordance with the terms set out herein;
CENOVUS ENERGY INC. REPLACEMENT STOCK OPTION AGREEMENTReplacement Stock Option Agreement • November 30th, 2009 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
• ______ Options with connected SARs granted pursuant to an Option and Stock Appreciation Rights Agreement between EnCana and the Participant dated in 2005
Amended and Restated Underwriting AgreementCenovus Energy Inc. • February 24th, 2015 • Crude petroleum & natural gas • Alberta
RBC Dominion Securities Inc. and TD Securities Inc., as co-lead underwriters (the "Co-Lead Underwriters"), BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc., Barclays Capital Canada Inc., J.P. Morgan Securities Canada Inc., Merrill Lynch Canada Inc., Credit Suisse Securities (Canada), Inc., Morgan Stanley Canada Limited, AltaCorp Capital Inc., BNP Paribas (Canada) Securities Inc., Desjardins Securities Inc., Cormark Securities Inc., FirstEnergy Capital Corp., Macquarie Capital Markets Canada Ltd., National Bank Financial Inc., Peters & Co. Limited, Raymond James Ltd., and UBS Securities Canada Inc. (together with the Co-Lead Underwriters, the "Underwriters") understand that Cenovus Energy Inc. (the "Corporation") proposes to issue and sell 67,500,000 Common Shares (as hereinafter defined) (the "Firm Shares"). Upon and subject to the terms and conditions set forth below, the Underwriters hereby severally, but not jointly, agree to purchase from the Corporation, in the
Cenovus reaches agreement to sell Pelican Lake assets for approximately $1 billionCenovus Energy Inc. • September 5th, 2017 • Crude petroleum & natural gas
Calgary, Alberta (September 5, 2017) – Cenovus Energy Inc. (TSX: CVE) (NYSE: CVE) has entered into a definitive agreement to sell its Pelican Lake heavy oil operations, as well as other miscellaneous assets in northern Alberta, for gross cash proceeds of $975 million. The sale is expected to close on or before September 30, 2017, subject to normal closing conditions.
CENOVUS ENERGY INC. REPLACEMENT STOCK OPTION AGREEMENTReplacement Stock Option Agreement • November 30th, 2009 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
THIS REPLACEMENT STOCK OPTION AND TANDEM STOCK APPRECIATION RIGHTS AGREEMENT is made between Cenovus Energy Inc. (the “Corporation”) and the Participant listed above (the “Participant”).
PURCHASE AND SALE AGREEMENT WCBU Assets and FCCL Partnership InterestAgreement • April 6th, 2017 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
CONOCOPHILLIPS CANADA RESOURCES CORP., a corporation having an office and carrying on business in the City of Calgary in the Province of Alberta (“CPCRC”)
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT DATED AS OF MAY [1], 2024 BETWEEN CENOVUS ENERGY INC. AND COMPUTERSHARE INVESTOR SERVICES INC. AS RIGHTS AGENT (amending and restating the Amended and Restated Shareholder Rights Plan Agreement...Shareholder Rights Plan Agreement • March 27th, 2024 • Cenovus Energy Inc. • Crude petroleum & natural gas • Alberta
MEMORANDUM OF AGREEMENT dated as of [May 1], 2024 between Cenovus Energy Inc. (the “Corporation”), a corporation amalgamated under the Canada Business Corporations Act, and Computershare Investor Services Inc., a corporation incorporated under the laws of Canada (the “Rights Agent”) which was appointed successor to CIBC Mellon Trust Company, a trust company incorporated under the laws of Canada (“the “Initial Rights Agent”) on November 1, 2012, which amends and restates the Second 2021 Amended and Restated Agreement (as defined below);
