Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)

				Filed Pursuant to Rule 433 Registration No. 333-233702 September 9, 2021

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”)

 

Issuer		Cenovus Energy Inc.
Principal Amount		US$500,000,000		US$750,000,000
Expected Ratings*		Baa3 / BBB- / BBB- (Moody’s / S&P / Fitch)		Baa3 / BBB- / BBB- (Moody’s / S&P / Fitch)
Public Offering Price		99.562%		99.284%
Coupon		2.650%		3.750%
Yield to Maturity		2.699%		3.790%
Pricing Benchmark		UST 1.250% due August 15, 2031		UST 2.375% due May 15, 2051
Benchmark Yield		1.299%		1.890%
Spread		+140 bps		+190 bps
Trade Date		September 9, 2021
Settlement Date		September 13, 2021
Maturity Date		January 15, 2032		February 15, 2052
Interest Payment Dates		Semi-annually on January 15 and July 15, beginning January 15, 2022 (short first coupon)		Semi-annually on February 15 and August 15, beginning February 15, 2022 (short first coupon)
Record Dates		January 1 and July 1		February 1 and August 1
Make-Whole Call		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).		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		On or after October 15, 2031 (the date that is three months prior to the Maturity Date of the 2032 Notes).		On or after August 15, 2051 (the date that is six months prior to the Maturity Date of the 2052 Notes).
CUSIP		15135UAW9		15135UAX7
ISIN		US15135UAW99		US15135UAX72
Joint Book-Running Managers		J.P. Morgan Securities LLC BofA Securities, Inc. MUFG Securities Americas Inc. BMO Capital Markets Corp. Scotia Capital (USA) Inc. Mizuho Securities USA LLC
Senior Co-Managers		CIBC World Markets Corp. Goldman Sachs & Co. LLC RBC Capital Markets, LLC TD Securities (USA) LLC
Co-Managers		ATB Capital Markets Inc. SMBC Nikko Securities America, Inc. Desjardins Securities Inc. Wells Fargo Securities, LLC

 

*	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.

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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