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Long-term Debt and Capital Structure
12 Months Ended
Dec. 31, 2019
Borrowings [Abstract]  
Long-term Debt and Capital Structure

23. LONG-TERM DEBT AND CAPITAL STRUCTURE

As at December 31,

 

 

Notes

 

2019

 

 

2018

 

Revolving Term Debt

 

 

A

 

 

265

 

 

 

-

 

U.S. Dollar Denominated Unsecured Notes

 

 

B

 

 

6,492

 

 

 

9,241

 

Total Debt Principal

 

 

 

 

 

6,757

 

 

 

9,241

 

Debt Discounts and Transaction Costs

 

 

 

 

 

(58

)

 

 

(77

)

Long-Term Debt

 

 

 

 

 

6,699

 

 

 

9,164

 

Less: Current Portion

 

 

 

 

 

-

 

 

 

682

 

Long-Term Portion

 

 

 

 

 

6,699

 

 

 

8,482

 

 

The weighted average interest rate on outstanding debt for the year ended December 31, 2019 was 5.1 percent (2018 – 5.1 percent).

As at December 31, 2019, the Company is in compliance with all of the terms of its debt agreements.

A) Revolving Term Debt

Cenovus has in place a committed credit facility that consists of a $1.2 billion tranche and a $3.3 billion tranche. On October 23, 2019, the Company extended the maturity date of the $1.2 billion tranche from November 30, 2021 to November 30, 2022 and the maturity date of the $3.3 billion tranche from November 30, 2022 to November 30, 2023. Borrowings are available by way of Bankers’ Acceptances, London Interbank Offered Rate based loans, prime rate loans or U.S. base rate loans.

B) Unsecured Notes

Unsecured notes are composed of:

 

2019

 

 

2018

 

As at December 31,

US$ Principal Amount

 

 

Total C$ Equivalent

 

 

US$ Principal Amount

 

 

Total C$ Equivalent

 

5.70% due October 15, 2019

 

-

 

 

 

-

 

 

 

500

 

 

 

682

 

3.00% due August 15, 2022

 

500

 

 

 

650

 

 

 

500

 

 

 

682

 

3.80% due September 15, 2023

 

450

 

 

 

585

 

 

 

450

 

 

 

614

 

4.25% due April 15, 2027

 

962

 

 

 

1,249

 

 

 

1,171

 

 

 

1,597

 

5.25% due June 15, 2037

 

641

 

 

 

833

 

 

 

700

 

 

 

955

 

6.75% due November 15, 2039

 

1,400

 

 

 

1,818

 

 

 

1,400

 

 

 

1,910

 

4.45% due September 15, 2042

 

155

 

 

 

202

 

 

 

744

 

 

 

1,015

 

5.20% due September 15, 2043

 

58

 

 

 

75

 

 

 

350

 

 

 

477

 

5.40% due June 15, 2047

 

832

 

 

 

1,080

 

 

 

959

 

 

 

1,309

 

 

 

4,998

 

 

 

6,492

 

 

 

6,774

 

 

 

9,241

 

 

At maturity, on October 15, 2019, the Company repaid, in full the 5.70 percent unsecured notes with a remaining principal of US$500 million.

In addition, during the year ended December 31, 2019, the Company paid US$1,214 million to repurchase a portion of its unsecured notes with a principal amount of US$1,276 million. A gain on the repurchase of $63 million was recorded in finance costs.

The Company has in place a base shelf prospectus that allows the Company to offer, from time to time, up to US$5.0 billion, or the equivalent in other currencies, of debt securities, common shares, preferred shares, subscription receipts, warrants, share purchase contracts and units in Canada, the U.S. and elsewhere where permitted by law. The base shelf prospectus also allows ConocoPhillips to offer for sale, should they so choose from time to time, the common shares they acquired in connection with the Acquisition (see Note 9). The base shelf prospectus will expire in October 2021. Offerings under the base shelf prospectus are subject to market conditions. As at December 31, 2019, US$5.0 billion remains available under the base shelf prospectus.

C) Mandatory Debt Payments as at December 31, 2019

 

US$ Principal Amount

 

 

Total C$ Equivalent

 

2020

 

-

 

 

 

-

 

2021

 

-

 

 

 

-

 

2022

 

500

 

 

 

650

 

2023

 

450

 

 

 

585

 

2024

 

-

 

 

 

-

 

Thereafter

 

4,048

 

 

 

5,257

 

 

 

4,998

 

 

 

6,492

 

D) Capital Structure

Cenovus’s capital structure objectives remain unchanged from previous periods. Cenovus’s capital structure consists of shareholders’ equity plus Net Debt. Net Debt includes the Company’s short-term borrowings, and the current and long-term portions of long-term debt, net of cash and cash equivalents and short-term investments. Cenovus conducts its business and makes decisions consistent with that of an investment grade company. The Company’s objectives when managing its capital structure are to maintain financial flexibility, preserve access to capital markets, ensure its ability to finance internally generated growth and to fund potential acquisitions while maintaining the ability to meet the Company’s financial obligations as they come due. To ensure financial resilience, Cenovus may, among other actions, adjust capital and operating spending, draw down on its credit facility or repay existing debt, adjust dividends paid to shareholders, purchase the Company’s common shares for cancellation, issue new debt, or issue new shares.

Cenovus monitors its capital structure and financing requirements using, among other things, non-GAAP financial metrics consisting of Net Debt to Adjusted Earnings Before Interest, Taxes and DD&A (“Adjusted EBITDA”) and Net Debt to Capitalization. These metrics are used to steward Cenovus’s overall debt position as measures of Cenovus’s overall financial strength.

Cenovus targets a Net Debt to Adjusted EBITDA ratio of less than 2.0 times over the long-term. This ratio may periodically be above the target due to factors such as persistently low commodity prices. Cenovus also manages its Net Debt to Capitalization ratio to ensure compliance with the associated covenant as defined in its committed credit facility agreement.

Net Debt to Adjusted EBITDA (1)

As at December 31,

2019

 

 

2018

 

 

2017

 

Current Portion of Long-Term Debt

 

-

 

 

682

 

 

 

-

 

Long-Term Debt

 

6,699

 

 

 

8,482

 

 

 

9,513

 

Less: Cash and Cash Equivalents

 

(186

)

 

 

(781

)

 

 

(610

)

Net Debt

 

6,513

 

 

 

8,383

 

 

 

8,903

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Earnings (Loss)

 

2,194

 

 

 

(2,669

)

 

 

3,366

 

Add (Deduct):

 

 

 

 

 

 

 

 

 

 

 

Finance Costs

 

511

 

 

 

628

 

 

 

725

 

Interest Income

 

(12

)

 

 

(19

)

 

 

(62

)

Income Tax Expense (Recovery)

 

(797

)

 

 

(920

)

 

 

352

 

Depreciation, Depletion and Amortization

 

2,249

 

 

 

2,131

 

 

 

2,030

 

E&E Write-down

 

82

 

 

 

2,123

 

 

 

890

 

Unrealized (Gain) Loss on Risk Management

 

149

 

 

 

(1,249

)

 

 

729

 

Foreign Exchange (Gain) Loss, Net

 

(404

)

 

 

854

 

 

 

(812

)

Revaluation (Gain)

 

-

 

 

 

-

 

 

 

(2,555

)

Re-measurement of Contingent Payment

 

164

 

 

 

50

 

 

 

(138

)

(Gain) Loss on Discontinuance

 

-

 

 

 

(301

)

 

 

(1,285

)

(Gain) Loss on Divestitures of Assets

 

(2

)

 

 

795

 

 

 

1

 

Other (Income) Loss, Net

 

(11

)

 

 

(12

)

 

 

(5

)

Adjusted EBITDA

 

4,123

 

 

 

1,411

 

 

 

3,236

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Debt to Adjusted EBITDA

1.6x

 

 

5.9x

 

 

2.8x

 

(1)

IFRS 16 was adopted January 1, 2019 using the modified retrospective approach; therefore, comparative information has not been restated.

Net Debt to Capitalization

As at December 31,

2019

 

 

2018

 

 

2017

 

Net Debt

 

6,513

 

 

 

8,383

 

 

 

8,903

 

Shareholders’ Equity

 

19,201

 

 

 

17,468

 

 

 

19,981

 

 

 

25,714

 

 

 

25,851

 

 

 

28,884

 

Net Debt to Capitalization

25%

 

 

32%

 

 

31%

 

Under the terms of Cenovus’s committed credit facility, the Company is required to maintain a debt to capitalization ratio, as defined in the agreement, not to exceed 65 percent. The Company is well below this limit.