Suncor Announces Early Tender Results and Increase of Tender Offers for Certain Outstanding Series of Notes

Tender Offer Details - Suncor Energy Inc announced the early tender results for its tender offers to purchase certain outstanding series of notes for cash [1] - The company increased the Pool 1 Maximum Amount from C$700,000,000 to C$1,000,000,000 and maintained the Pool 2 Maximum Amount at C$100,000,000 [2] - The tender offers initially included up to C$700,000,000 for Pool 1 Notes and up to C$100,000,000 for Pool 2 Notes, subject to prioritized acceptance levels [3] - The terms of the tender offers were amended to reflect the increased Pool 1 Maximum Amount, while all other terms remained unchanged [4] Early Tender Results - As of the Early Tender Date, the aggregate principal amount of each series of notes had been validly tendered and not withdrawn [5] - For the 6.50$478,505,000 was tendered out of US$954,042,000 outstanding [6] - For the 6.80$569,818,000 was tendered out of US$881,081,000 outstanding [7] - For the 3.10$13,355,000 was tendered out of C$78,743,000 outstanding [7] - For the 3.00$19,568,000 was tendered out of C$115,182,000 outstanding [7] Settlement and Funding - Suncor expects to make payment on October 7, 2024, for notes validly tendered and accepted for purchase [8] - The company intends to fund the purchase of the notes with cash on hand [8] Acceptance and Proration - Due to the aggregate principal amount of Pool 1 Notes exceeding the Pool 1 Maximum Amount, Suncor does not expect to accept all tendered Pool 1 Notes [9] - The company expects to accept all 6.50% Notes due 2038 and prorate the 6.80% Notes due 2038 [9] - Similarly, for Pool 2 Notes, Suncor does not expect to accept all tendered notes and will prorate the 5.95% Notes due 2035 [10] Total Consideration - The U.S. Total Consideration and Canadian Total Consideration will be determined based on fixed spreads and yields of reference securities [11] - Holders who validly tendered notes prior to the Early Tender Date are eligible to receive the Total Consideration, including accrued interest [11] Industry Context - Suncor Energy is Canada's leading integrated energy company, involved in oil sands development, offshore oil production, petroleum refining, and retail distribution [20] - The company is advancing the transition to a lower-emissions future through investments in lower emissions intensity power and renewable feedstock fuels [20]