Toronto, October 26, 2020 -- Moody's Investors Service (Moody's) placed the ratings of Cenovus Energy
Inc. (Cenovus) on review for upgrade, including its Ba2 Corporate
Family Rating, Ba2 senior unsecured notes rating and Not Prime commercial
paper rating.
The review of Cenovus' ratings follows the announcement[1]
that Cenovus and Husky Energy Inc. (Husky) have reached an agreement
to merge in an all-stock transaction valued at C$23.6
billion, inclusive of debt. The combined company will operate
as Cenovus and remain headquartered in Calgary, Alberta.
The transaction has been unanimously approved by the Boards of Directors
of both Cenovus and Husky. The transaction is expected to close
in Q1 2021, subject to the timing of customary closing conditions,
regulatory approvals, and the approval of shareholders of both Cenovus
and Husky.
On Review for Upgrade:
..Issuer: Cenovus Energy Inc.
.... Corporate Family Rating, Placed
on Review for Upgrade, currently Ba2
.... Probability of Default Rating,
Placed on Review for Upgrade, currently Ba2-PD
....Senior Unsecured Shelf, Placed on
Review for Upgrade, currently (P)Ba2
....Senior Unsecured Commercial Paper,
Placed on Review for Upgrade, currently NP
....Senior Unsecured Regular Bond/Debenture,
Placed on Review for Upgrade, currently Ba2 (LGD4)
Outlook Actions:
..Issuer: Cenovus Energy Inc.
....Outlook, Changed To Rating Under
Review From Negative
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE
OF THE RATINGS
The review will focus on the likelihood of closing, the final terms
of the merger and our forward view of the merged company's business
and financial risks, including how downstream integration mitigates
Canadian heavy oil differentials, the ability to generate free cash
flow and de-lever, the dividend policy, and management's
longer term targets for financial metrics. Our current assumptions,
which are subject to confirmation, include:
• All of Cenovus' and Husky's senior unsecured notes
will be pari passu
• Financial policies are expected to be conservative, given
that the management teams and boards of Cenovus and Husky both have conservative
financial policies, demonstrated by the rapid reduction of dividends
and capex during oil price shocks
• The combined asset base will have an investment grade profile with
significant downstream integration - a sizable, long-lived,
low decline, and low cost production and reserve base -- stable
and significant cash flow from the well-priced contracts for offshore
China natural gas production
• The merged company will have the ability to generate significant
free cash flow at low oil prices with the proceeds largely used to reduce
debt, improving the weak 2021 leverage metrics
Should the merger close on the conditions and structure we currently expect,
and our forward view of its business and financial risk remains unchanged
from today, it is likely that the merged company's senior
unsecured debt would be assigned a Baa3 rating. The rating outlook
would likely be negative, reflecting the uncertainty around the
successful integration of the combined assets, and the pace of deleveraging
and commodity price improvement.
Cenovus is a Calgary, Alberta-based exploration and production
company with interests in downstream refinery assets. Cenovus had
approximately 3.8 billion barrels of oil equivalent of net proved
reserves, and produced about 465 thousand boe/d (gross) in Q2 2020.
The principal methodology used in these ratings was Independent Exploration
and Production Industry published in May 2017 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1056808.
Alternatively, please see the Rating Methodologies page on www.moodys.com
for a copy of this methodology.
REGULATORY DISCLOSURES
For further specification of Moody's key rating assumptions and
sensitivity analysis, see the sections Methodology Assumptions and
Sensitivity to Assumptions in the disclosure form. Moody's
Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.
For ratings issued on a program, series, category/class of
debt or security this announcement provides certain regulatory disclosures
in relation to each rating of a subsequently issued bond or note of the
same series, category/class of debt, security or pursuant
to a program for which the ratings are derived exclusively from existing
ratings in accordance with Moody's rating practices. For ratings
issued on a support provider, this announcement provides certain
regulatory disclosures in relation to the credit rating action on the
support provider and in relation to each particular credit rating action
for securities that derive their credit ratings from the support provider's
credit rating. For provisional ratings, this announcement
provides certain regulatory disclosures in relation to the provisional
rating assigned, and in relation to a definitive rating that may
be assigned subsequent to the final issuance of the debt, in each
case where the transaction structure and terms have not changed prior
to the assignment of the definitive rating in a manner that would have
affected the rating. For further information please see the ratings
tab on the issuer/entity page for the respective issuer on www.moodys.com.
For any affected securities or rated entities receiving direct credit
support from the primary entity(ies) of this credit rating action,
and whose ratings may change as a result of this credit rating action,
the associated regulatory disclosures will be those of the guarantor entity.
Exceptions to this approach exist for the following disclosures,
if applicable to jurisdiction: Ancillary Services, Disclosure
to rated entity, Disclosure from rated entity.
The ratings have been disclosed to the rated entity or its designated
agent(s) and issued with no amendment resulting from that disclosure.
These ratings are solicited. Please refer to Moody's Policy
for Designating and Assigning Unsolicited Credit Ratings available on
its website www.moodys.com.
Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Moody's general principles for assessing environmental, social
and governance (ESG) risks in our credit analysis can be found at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1133569.
The Global Scale Credit Rating on this Credit Rating Announcement was
issued by one of Moody's affiliates outside the EU and is endorsed
by Moody's Deutschland GmbH, An der Welle 5, Frankfurt
am Main 60322, Germany, in accordance with Art.4 paragraph
3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies.
Further information on the EU endorsement status and on the Moody's
office that issued the credit rating is available on www.moodys.com.
REFERENCES/CITATIONS
[1] https://www.cenovus.com/news/news-releases/2020/10-25-2020-cenovus-and-husky-combine-to-create-a-resilient-integrated-energy-leader.html
25-Oct-2020
Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.
Paresh Chari
Vice President - Senior Analyst
Corporate Finance Group
Moody's Canada Inc.
70 York Street
Suite 1400
Toronto, ON M5J 1S9
Canada
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653
Donald S. Carter, CFA
MD - Corporate Finance
Corporate Finance Group
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653
Releasing Office:
Moody's Canada Inc.
70 York Street
Suite 1400
Toronto, ON M5J 1S9
Canada
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653