Bond Cenovus Énergie 4.45% ( US15135UAH23 ) in USD

Cenovus Énergie

100 % ▲

Canada

US15135UAH23 ( in USD )

4.45% per year ( payment 2 times a year)

15/09/2042

Prospectus brochure of the bond Cenovus Energy US15135UAH23 en USD 4.45%, maturity 15/09/2042

2 000 USD

750 000 000 USD

15135UAH2

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

15/09/2025 ( In 71 days )

Cenovus Energy Inc. is a Canadian integrated oil and natural gas company engaged in exploration, production, upgrading, and marketing of crude oil, natural gas, and natural gas liquids.

Cenovus Energy (CUSIP: 15135UAH2, ISIN: US15135UAH23) issued a USD 750,000,000 bond with a 4.45% coupon rate, maturing on September 15, 2042, paying semi-annually, currently trading at 100%, minimum purchase 2,000, rated BBB- by S&P and Baa3 by Moody's.

http://www.sec.gov/Archives/edgar/data/1475260/000104746912008347...
SUPPL 1 a2210629zsuppl.htm SUPPL
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TABLE OF CONTENTS
Filed pursuant to General Instruction II.L. of Form F-10
File Number 333-181728
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 6, 2012)
US$1,250,000,000
US$500,000,000 3.000% Notes due 2022
US$750,000,000 4.450% Notes due 2042
The notes due 2022 (the "2022 notes") and the notes due 2042 (the "2042 notes" and, together with the 2022 notes, the "notes") wil bear interest at the rate of
3.000% per year and 4.450% per year, respectively. We wil pay interest on the 2022 notes on February 15 and August 15 of each year, beginning February 15,
2013. We wil pay interest on the 2042 notes on March 15 and September 15 of each year beginning March 15, 2013. The 2022 notes and the 2042 notes wil
mature on August 15, 2022 and September 15, 2042, respectively. The notes wil be our unsecured obligations and wil rank equally with al of our other
unsecured and unsubordinated obligations. We may redeem some or all of the notes, at any time or from time to time, at the applicable redemption price
described in this prospectus supplement under the section entitled "Description of the Notes--Optional Redemption". We may also redeem all of the notes of
any series, at any time, if certain changes affecting Canadian withholding taxes occur.
Investing in the notes involves risks. See "Risk Factors" beginning on page 29 of the accompanying prospectus.
We are permitted, under a multi-jurisdictional disclosure system adopted by the United States and Canada, to prepare this prospectus
supplement and the accompanying prospectus in accordance with Canadian disclosure requirements, which are different from those of the
United States. We prepare our financial statements in accordance with International Financial Reporting Standards as issued by the International
Accounting Standards Board and they are subject to Canadian auditing and auditor independence standards. They may not be comparable to
financial statements of United States companies.
Certain data on oil and gas reserves incorporated by reference in this prospectus supplement and the accompanying prospectus has been
prepared in accordance with Canadian disclosure standards, which are not comparable in all respects to United States disclosure standards.
Owning the notes may subject you to tax consequences both in the United States and in Canada. This prospectus supplement and the
accompanying prospectus may not describe these tax consequences fully. You should read the tax discussion contained in this prospectus
supplement.
Your ability to enforce civil liabilities under the United States federal securities laws may be affected adversely because we are incorporated in
Canada, most of our officers and directors and some of the experts named in this prospectus supplement and the accompanying prospectus are
Canadian residents, and most of our assets or the assets of our directors and officers and the experts are located outside the United States.
We will not apply to list the notes on any securities exchange or to include the notes in any automated quotation system. Accordingly, there is no
market through which the notes may be sold and purchasers may not be able to resell notes purchased under this prospectus supplement or the
accompanying prospectus. This may affect the pricing of the notes in the secondary market, the transparency and availability of trading prices,
the liquidity of the notes and the extent of issuer regulation. See "Risk Factors" in the accompanying prospectus.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

Per 2022 Note
Total
Per 2042 Note
Total
Public offering price(1)

99.129% US$495,645,000
99.782% US$748,365,000
Underwriting
commission

0.650% US$3,250,000
0.875% US$6,562,500
Proceeds to Cenovus, before expenses

98.479%
US$492,395,000
98.907%
US$741,802,500
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(1)
Plus accrued interest, if any, from August 17, 2012 to the date of delivery.
The underwriters expect to deliver the notes on or about August 17, 2012 through The Depository Trust Company and its direct and indirect participants,
including Euroclear Bank S.A./N.V. and Clearstream Banking S.A.
Joint Book-Running Managers
Barclays

Deutsche Bank Securities

RBS
BofA Merrill Lynch

Credit Suisse
Senior Co-Managers
BMO Capital Markets

BNP PARIBAS

CIBC
J.P. Morgan

RBC Capital Markets

Scotiabank
TD Securities

UBS Investment Bank
Co-Managers
DNB Markets

Mitsubishi UFJ Securities

Mizuho Securities
Morgan Stanley

SMBC Nikko

August 14, 2012
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IMPORTANT NOTICE ABOUT INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the
notes we are offering and also adds to and updates certain information contained in the accompanying prospectus and the
documents incorporated by reference. The second part, the accompanying prospectus dated June 6, 2012, gives more
general information, some of which may not apply to the notes we are offering. The accompanying prospectus is referred to
as the "prospectus" in this prospectus supplement.
If the description of the notes varies between this prospectus supplement and the prospectus, you should rely
on the information in this prospectus supplement.
This prospectus supplement is deemed to be incorporated by reference into the prospectus solely for the
purposes of the offering of the notes offered hereby. Other documents are also incorporated or deemed to be
incorporated by reference into the prospectus. See "Documents Incorporated by Reference" in this prospectus
supplement and "Where You Can Find More Information" in the prospectus.
We have not, and the underwriters have not, authorized any other person to provide you with any information
other than that contained in or incorporated by reference in this prospectus supplement and the prospectus. We do
not, and the underwriters do not, take any responsibility for, and can provide no assurance as to the reliability of,
any information that others may give you. We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information
appearing in this prospectus supplement and the prospectus, as well as information that we previously filed with the
U.S. Securities and Exchange Commission (the "SEC") and with the Alberta Securities Commission and incorporated
by reference, is accurate as of their respective dates only. Our business, financial condition, results of operations
and prospects may have changed since those dates.
In this prospectus supplement, all capitalized terms used and not otherwise defined herein have the meanings provided
in the prospectus. In this prospectus supplement, unless otherwise specified or the context otherwise requires, all dollar
amounts are expressed in Canadian dollars and references to "$" or "dollars" are to Canadian dollars and references to "US$"
are to U.S. dollars. Unless otherwise indicated, all financial information included and incorporated by reference in this
prospectus supplement and the prospectus has been prepared in accordance with International Financial Reporting Standards
("IFRS") as issued by the International Accounting Standards Board, which have been adopted as Canadian general y
accepted accounting principles, referred to as "Canadian GAAP".
The securities regulatory authorities in Canada have adopted National Instrument 51-101--Standards of Disclosure for
Oil and Gas Activities ("NI 51-101"), which imposes oil and gas disclosure standards for Canadian public issuers engaged in
oil and gas activities. NI 51-101 permits oil and gas issuers, in their filings with Canadian securities regulatory authorities, to
disclose not only proved, probable and possible reserves but also resources, and to disclose reserves and production on a
gross basis before deducting royalties. Probable reserves, possible reserves and resources are of a higher risk and are less
likely to be accurately estimated or recovered than proved reserves.
We are permitted to disclose reserves in accordance with Canadian securities law requirements and the disclosure in
the documents incorporated by reference in the prospectus include reserves designated as probable reserves. The SEC
definitions of proved and probable reserves are different from the definitions contained in NI 51-101; therefore, proved and
probable reserves disclosed in the documents incorporated by reference into the prospectus in compliance with
NI 51-101 may not be comparable to United States standards. The SEC requires United States oil and gas reporting
companies, in their filings with the SEC, to
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disclose only proved reserves after the deduction of royalties and production due others but permits the optional disclosure of
probable and possible reserves.
In addition, we are permitted to disclose estimates of resources in accordance with Canadian securities laws and
certain documents incorporated by reference in the prospectus contain such estimates. The SEC does not permit the
disclosure of resources in reports filed with it by United States oil and gas reporting companies. Resources are not, and
should not be confused with, reserves. Additional information regarding these estimates can be found in our Annual
Information Form dated February 21, 2012, which is incorporated by reference in the prospectus.
Moreover, as permitted by NI 51-101, we have determined and disclosed the net present value of future net revenue
from our reserves in our NI 51-101 compliant reserves disclosure using forecast prices and costs. The SEC requires that
reserves and related future net revenue be estimated based on historical 12-month average prices, but permits the optional
disclosure of revenue estimates based on different price and cost criteria, including standardized future prices.
For additional information regarding the presentation of our reserves and other oil and gas information, see the section
entitled "Reserves Data and Other Oil and Gas Information" in our Annual Information Form dated February 21, 2012, which
is incorporated by reference in the prospectus.
Except as set forth under "Summary of the Offering" and "Description of the Notes" in this prospectus supplement and
"Description of Debt Securities" in the prospectus and unless otherwise specified or the context otherwise requires, all
references in this prospectus supplement and the prospectus to "Cenovus", "we", "us" and "our" mean Cenovus Energy Inc.
and its consolidated subsidiaries and partnerships.
EXCHANGE RATE INFORMATION
The fol owing table sets forth: (i) the rates of exchange for the Canadian dol ar, expressed in United States dol ars in
effect at the end of each of the periods indicated; (i ) the average of the exchange rates in effect on the last day of each
month during such periods; and (iii) the high and low exchange rates during each period, in each case as identified or
calculated from the Bank of Canada noon rate in effect on each trading day during the relevant period.
Year Ended
Six Months Ended

December 31,

June 30,

2009

2010

2011

2011

2012

Rate at end of period
0.9555 1.0054 0.9833 1.0370 0.9813
Average
rate
for
period
0.8757 0.9709 1.0111 1.0238 0.9943
High for period
0.9716 1.0054 1.0583 1.0542 1.0197
Low for period
0.7692 0.9278 0.9430 0.9978 0.9599
On August 14, 2012, the Bank of Canada noon rate was C$1.00 = US$1.0087.
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Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
FORWARD-LOOKING STATEMENTS

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SUMMARY OF THE OFFERING

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CENOVUS ENERGY INC.
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USE OF PROCEEDS
S-10
SELECTED FINANCIAL AND OPERATING INFORMATION
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CONSOLIDATED CAPITALIZATION
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INTEREST COVERAGE
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DESCRIPTION OF THE NOTES
S-15
CERTAIN INCOME TAX CONSIDERATIONS
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UNDERWRITING (CONFLICTS OF INTEREST)
S-24
LEGAL MATTERS
S-27
EXPERTS
S-27
DOCUMENTS INCORPORATED BY REFERENCE
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Prospectus
Page
ABOUT THIS PROSPECTUS

2
WHERE YOU CAN FIND MORE INFORMATION

3
FORWARD-LOOKING STATEMENTS

6
CENOVUS ENERGY INC.

9
USE OF PROCEEDS

9
DESCRIPTION OF DEBT SECURITIES

9
RISK FACTORS

29
CERTAIN INCOME TAX CONSIDERATIONS

31
PLAN OF DISTRIBUTION

31
INTEREST COVERAGE

32
LEGAL MATTERS

33
EXPERTS

33
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ENFORCEABILITY OF CIVIL LIABILITIES

33
DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT

34
CONSENT OF PRICEWATERHOUSECOOPERS LLP

35
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Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the prospectus and the documents incorporated by reference in the prospectus contain
certain forward-looking statements and information (collectively referred to as "forward-looking statements") within the
meaning of applicable securities legislation, including the United States Private Securities Litigation Reform Act of 1995,
about our current expectations, estimates and projections about the future, based on certain assumptions made by us in light
of our experience and perception of historical trends. Although we believe that the expectations represented by such forward-
looking statements are reasonable, there can be no assurance that such expectations will prove to be correct.
These forward-looking statements are identified by words such as "anticipate", "believe", "expect", "plan", "forecast",
"target", "project", "could", "focus", "vision", "goal", "proposed", "scheduled", "outlook", "potential", "may" or similar
expressions and include suggestions of future outcomes, including statements about our growth strategy and related
schedules, projected future value or net asset value, forecast operating and financial results, planned capital expenditures,
expected future production, including the timing, stability or growth thereof, anticipated finding and development costs,
expected reserves and contingent and prospective resources estimates, potential dividends and dividend growth strategy,
anticipated timelines for future regulatory, partner or internal approvals, forecasted commodity prices, future use and
development of technology and projected increasing shareholder value. You are cautioned not to place undue reliance on
forward-looking statements as our actual results may differ materially from those expressed or implied.
Developing forward-looking statements involves reliance on a number of assumptions and consideration of certain risks
and uncertainties, some of which are specific to us and others that apply to the industry in general. The factors or
assumptions on which the forward-looking statements are based include: assumptions inherent in our current guidance,
included in documents incorporated herein by reference; our projected capital investment levels, the flexibility of capital
spending plans and the associated source of funding; estimates of quantities of oil, bitumen, natural gas and liquids from
properties and other sources not currently classified as proved; our ability to obtain necessary regulatory and partner
approvals; the successful and timely implementation of capital projects; our ability to generate sufficient cash flow from
operations to meet our current and future obligations; and other risks and uncertainties described from time to time in the
filings we make with securities regulatory authorities.
Forward-looking statements involve a number of risks and uncertainties, some of which are specific to us and others that
apply to the industry generally. The risk factors and uncertainties that could cause actual results to differ materially include,
among other things:
·
volatility of and assumptions regarding oil and gas prices;
·
the effectiveness of our risk management program, including the impact of derivative financial instruments and
our access to various sources of capital;
·
accuracy of cost estimates;
·
fluctuations in commodity prices, currency and interest rates;
·
fluctuations in product supply and demand;
·
market competition, including from alternative energy sources;
·
risks inherent in our marketing operations, including credit risks;
·
maintaining desirable ratios of debt to adjusted earnings before interest, taxes, depreciation and amortization
and debt to capitalization;
·
our ability to access external sources of debt and equity capital;
·
success of our hedging strategies;
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·
accuracy of our reserves, resources and future production estimates;
·
our ability to replace and expand oil and gas reserves;
·
our ability to maintain our relationship with our partners and to successfully manage and operate our integrated
heavy oil business;
·
reliability of our assets;
·
potential disruption or unexpected technical difficulties in developing new products and manufacturing processes;
·
refining and marketing margins;
·
potential failure of new products to achieve acceptance in the market;
·
unexpected cost increases or technical difficulties in constructing or modifying manufacturing or refining facilities;
·
unexpected difficulties in manufacturing, transporting or refining of crude oil into petroleum and chemical
products at two refineries;
·
risks associated with technology and its application to our business;
·
the timing and the costs of wel and pipeline construction;
·
our ability to secure adequate product transportation;
·
changes in the regulatory framework in any of the locations in which we operate, including changes to the
regulatory approval process and land-use designations, royalty, tax, environmental, greenhouse gas, carbon and
other laws or regulations, or changes to the interpretation of such laws and regulations, as adopted or
proposed, the impact thereof and the costs associated with compliance;
·
the expected impact and timing of various accounting pronouncements, rule changes and standards on our
business, our financial results and our consolidated financial statements;
·
changes in the general economic, market and business conditions;
·
the political and economic conditions in the locations in which we operate;
·
the occurrence of unexpected events such as war, terrorist threats and the instability resulting therefrom; and
·
risks associated with existing and potential future lawsuits and regulatory actions against us.
Statements relating to "reserves" and "resources" are deemed to be forward-looking statements, as they involve the
implied assessment, based on certain estimates and assumptions, that the reserves and resources described exist in the
quantities predicted or estimated, and can be profitably produced in the future.
We caution that the foregoing list of important factors is not exhaustive. Events or circumstances could cause our actual
results to differ materially from those estimated or projected and expressed in, or implied by, these forward-looking
statements. You should careful y consider the matters discussed under "Risk Factors" in the prospectus. You should also refer
to "Risk Management" in our annual and interim Management's Discussion and Analysis incorporated herein by reference and
to the risk factors described in other documents incorporated herein by reference. Except as required by applicable securities
law, we undertake no obligation to update publicly or otherwise revise any forward-looking statements or the foregoing list of
factors affecting those statements, whether as a result of new information, future events or otherwise. Information on or
connected to our website, even if referred to in a document incorporated by reference herein, does not constitute part of this
prospectus supplement or the prospectus.
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