FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
| For the month of: October, 2024 |
Commission File Number: 1-12384 |
SUNCOR ENERGY INC.
(Name of registrant)
150 – 6th Avenue S.W.
P.O. Box 2844
Calgary, Alberta
Canada, T2P 3E3
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SUNCOR ENERGY INC. |
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| Date: |
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By: |
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| October 3, 2024 |
|
“Shawn Poirier” |
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|
Shawn Poirier |
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Assistant Corporate Secretary |
EXHIBIT INDEX
Exhibit 99.1
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News Release |
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Suncor announces pricing of tender offers for certain outstanding
series of notes
Calgary, Alberta (October 3, 2024) – Suncor Energy
Inc. (“Suncor”) (TSX: SU) (NYSE: SU) announced today the total consideration payable in connection with its previously announced
tender offers (the “Tender Offers”) to purchase for cash: (i) up to C$1,000,000,000 aggregate principal amount (the
“Pool 1 Maximum Amount”), of its 6.50% Notes due 2038 and 6.80% Notes due 2038 (collectively, the “Pool 1 Notes”)
and (ii) up to C$100,000,000 aggregate principal amount (the “Pool 2 Maximum Amount” and, together with the Pool 1 Maximum
Amount, the “Maximum Amounts”), of its 3.10% Series 6 Medium Term Notes due 2029, 3.00% Series 5 Medium Term Notes
due 2026, 6.00% Notes due 2042, 5.35% Notes due 2033, 5.95% Notes due 2035, 5.00% Series 7 Medium Term Notes due 2030 and 5.39%
Series 4 Medium Term Notes due 2037 (collectively, the “Pool 2 Notes” and, together with the Pool 1 Notes, the “Notes”),
subject to prioritized acceptance levels listed in the table below (“Acceptance Priority Levels”) and the terms and conditions
of the Tender Offers.
“This tender captures significant economic value while retiring
substantial long-term debt. Our ongoing operational and financial momentum continues to drive us towards our net debt target, with this
action representing another key milestone on that path,” said Rich Kruger, President and CEO. “This tender also illustrates
our unwavering commitment to a strong, resilient balance sheet and industry-leading shareholder returns.”
The table below sets forth, among other things, the aggregate principal
amount of each series of Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on October 2, 2024
(the “Early Tender Date”) and expected to be accepted for purchase in each Tender Offer, the approximate proration factor
for such Notes and the Total Consideration for each series of such Notes, as calculated at 11:00 a.m., New York City time, today, October 3,
2024.
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Suncor Energy
150 6 Avenue S.W. Calgary, Alberta T2P 3E3
suncor.com |
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Title
of
Security(1) |
CUSIP/ISIN |
Principal
Amount
Outstanding |
Acceptance
Priority
Level(2) |
Par
Call
Date(3) |
Maturity
Date |
Reference
Security |
Fixed
Spread |
Reference
Yield |
Principal
Amount
Tendered at
Early Tender
Date |
Principal
Amount
Expected to be
Accepted |
Approximate
Proration
Factor |
Total
Consideration (4) |
| Pool
1 Tender Offers |
6.50%
Notes due 2038 |
867229AE6
/ US867229AE68 |
US$954,042,000 |
1 |
N/A |
June 15,
2038 |
3.875%
UST due August 15, 2034 |
135 |
3.830% |
US$478,505,000 |
US$478,505,000 |
100% |
US$1,128.19 |
| 6.80%
Notes due 2038(5) |
71644EAJ1
/ US71644EAJ10 |
US$881,081,000 |
2 |
N/A |
May 15,
2038 |
3.875%
UST due August 15, 2034 |
140 |
3.830% |
US$569,818,000 |
US$260,047,000 |
45.7% |
US$1,151.41 |
| Pool
2 Tender Offers |
3.10%
Series 6 Medium Term Notes due 2029 |
86721ZAP4
/ CA86721ZAP41 |
C$78,743,000 |
1 |
February 24,
2029 |
May 24,
2029 |
2.25%
Government of Canada Bond due June 1, 2029 |
120 |
2.759% |
C$13,355,000 |
C$13,355,000 |
100% |
C$963.95 |
| 3.00%
Series 5 Medium Term Notes due 2026 |
86721ZAM1
/ CA86721ZAM10 |
C$115,182,000 |
2 |
June 14,
2026 |
September 14,
2026 |
1.50%
Government of Canada Bond due June 1, 2026 |
70 |
3.014% |
C$19,568,000 |
C$19,568,000 |
100% |
C$986.76 |
| 6.00%
Notes due 2042(6) |
13643EAH8,
C18885AF7 / US13643EAH80, USC18885AF71 |
US$31,625,000 |
3 |
October 1,
2041 |
April 1,
2042 |
4.125%
UST due August 15, 2044 |
200 |
- |
US$0 |
US$0 |
- |
- |
| 5.35%
Notes due 2033(5) |
716442AH1
/ US716442AH16 |
US$118,367,000 |
4 |
N/A |
July 15,
2033 |
3.875%
UST due August 15, 2034 |
105 |
3.830% |
US$27,860,000 |
US$27,860,000 |
100% |
US$1,033.14 |
| 5.95%
Notes due 2035(5) |
71644EAG7
/ US71644EAG70 |
US$199,271,000 |
5 |
N/A |
May 15,
2035 |
3.875%
UST due August 15, 2034 |
125 |
3.830% |
US$70,795,000 |
US$21,679,000 |
30.6% |
US$1,070.60 |
| 5.00%
Series 7 Medium Term Notes due 2030 |
86721ZAQ2
/ CA86721ZAQ24 |
C$154,041,000 |
6 |
January 9,
2030 |
April 9,
2030 |
1.25%
Government of Canada Bond due June 1, 2030 |
125 |
- |
C$38,183,000 |
C$0 |
- |
- |
| 5.39%
Series 4 Medium Term Notes due 2037 |
86721ZAB5
/ CA86721ZAB54 |
C$279,124,000 |
7 |
N/A |
March 26,
2037 |
2.75%
Government of Canada Bond due December 1, 2055 |
165 |
- |
C$53,915,000 |
C$0 |
- |
- |
| (1) | The 6.50% Notes due 2038, 6.80% Notes due 2038, 6.00% Notes due 2042,
5.35% Notes due 2033 and 5.95% Notes due 2035 are referred to herein as the “US$ Notes.”
The 3.10% Series 6 Medium Term Notes due 2029, 3.00% Series 5 Medium Term Notes
due 2026, 5.00% Series 7 Medium Term Notes due 2030 and 5.39% Series 4 Medium Term
Notes due 2037 are referred to herein as the “C$ Notes.” |
| (2) | Subject to the Maximum Amounts and proration, if applicable, the principal
amount of each series of Notes that is purchased in each Tender Offer will be determined
in accordance with the applicable Acceptance Priority Level (in numerical priority order)
specified in this column in the manner described in the Offer to Purchase (as defined below). |
| (3) | The calculation of the applicable U.S. Total Consideration (as defined
below) for each series of US$ Notes and the calculation of the applicable Canadian Total
Consideration (as defined below) for each series of C$ Notes was performed taking into account
such par call date, if any, or maturity date, in accordance with market practice. |
| (4) | The applicable consideration for each series of US$ Notes (the “U.S.
Total Consideration”) offered per each US$1,000 principal amount of each series of
US$ Notes validly tendered prior to or at the Early Tender Date and accepted for purchase
pursuant to the applicable Tender Offer was determined in the manner described in the Offer
to Purchase by reference to the applicable fixed spread for such Notes (the “Fixed
Spread”) specified in the table above, plus the applicable yield based on the bid-side
price of the applicable U.S. reference security specified in the table above as displayed
on the applicable Bloomberg Reference Page at 11:00 a.m., New York City time, on the
date hereof. The applicable consideration for each series of C$ Notes (the “Canadian
Total Consideration” and, together with the U.S. Total Consideration, the “Total
Consideration”) offered per C$1,000 principal amount of each series of C$ Notes validly
tendered prior to or at the Early Tender Date and accepted for purchase pursuant to the applicable
Tender Offer was determined in the manner described in the Offer to Purchase by reference
to the applicable Fixed Spread specified in the table above, plus the applicable yield based
on the bid-side price of the applicable Canadian reference security specified in the table
above as displayed on the applicable Bloomberg Reference Page at 11:00 a.m., New York
City time, on the date hereof. The Total Consideration for each series of Notes is inclusive
of the applicable early tender payment, being the amount in cash equal to US$30 and C$30
per US$1,000 and C$1,000, respectively, principal amount of Notes validly tendered prior
to or at the Early Tender Date and accepted for purchase. The Total Consideration for each
series of Notes does not include the applicable accrued and unpaid interest, which will be
payable in addition to the applicable Total Consideration. |
| (5) | Such Notes were issued by Petro-Canada; Suncor assumed the obligations
for such Notes in 2009. |
| (6) | Such Notes were issued by Canadian Oil Sands Limited; Suncor assumed
the obligations for such Notes in 2016. |
The Tender Offers are being made upon the terms, and subject to the
conditions, previously described in the offer to purchase dated September 19, 2024, as amended and supplemented by Suncor’s
news release on October 2, 2024 (as so amended, the “Offer to Purchase”). Suncor refers investors to the Offer to Purchase
for the complete terms and conditions of the Tender Offers.
Withdrawal rights for the Notes expired at 5:00 p.m., New York City
time, on the Early Tender Date. The Tender Offers for the Notes will expire at 5:00 p.m., New York City time, on October 18, 2024,
or any other date and time to which Suncor extends the applicable Tender Offer, unless earlier terminated. As previously announced, Suncor
expects to elect to exercise its right to make payment on October 7, 2024 (the “Early Settlement Date”) for Notes that
were validly tendered prior to or at the Early Tender Date and that are accepted for purchase. Suncor intends to fund the purchase of
validly tendered and accepted Notes on the Early Settlement Date with cash on hand.
For purposes of calculating the portion of the Maximum Amounts attributable
to each series of US$ Notes, the aggregate principal amount of US$ Notes tendered in the applicable Tender Offer shall be converted to
Canadian dollars based on the exchange rate of one U.S. dollar for 1.3540 Canadian dollars, as shown on the FXC page displayed on
the Bloomberg Pricing Monitor at 11:00 a.m., New York City time, on the date hereof.
Because the Pool 1 Notes validly tendered and not validly withdrawn
prior to or at the Early Tender Date have an aggregate principal amount that exceeds the Pool 1 Maximum Amount, Suncor does not expect
to accept for purchase all Pool 1 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date.
Rather, subject to the Pool 1 Maximum Amount and the Acceptance Priority Levels set forth in the table above, in each case as further
described in the Offer to Purchase, Suncor expects to accept for purchase all of the 6.50% Notes due 2038 validly tendered and not validly
withdrawn prior to or at the Early Tender Date. Suncor expects to accept for purchase the 6.80% Notes due 2038 validly tendered and not
validly withdrawn prior to or at the Early Tender Date on a prorated basis using a proration factor of approximately 45.7%. As described
further in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly credited to the tendering holder’s
account. Additionally, because the Pool 1 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have
an aggregate principal amount that exceeds the Pool 1 Maximum Amount, Suncor does not expect to accept for purchase any Pool 1 Notes
tendered after the Early Tender Date on a subsequent settlement date.
Because the Pool 2 Notes validly tendered and not validly withdrawn
prior to or at the Early Tender Date have an aggregate principal amount that exceeds the Pool 2 Maximum Amount, Suncor does not expect
to accept for purchase all Pool 2 Notes that have been validly tendered and not validly withdrawn prior to or at the Early Tender Date.
Rather, subject to the Pool 2 Maximum Amount and the Acceptance Priority Levels set forth in the table above, in each case as further
described in the Offer to Purchase, Suncor expects to accept for purchase all of the 3.10% Series 6 Medium Term Notes due 2029,
3.00% Series 5 Medium Term Notes due 2026 and 5.35% Notes due 2033 validly tendered and not validly withdrawn prior to or at the
Early Tender Date. Suncor expects to accept for purchase the 5.95% Notes due 2035 validly tendered and not validly withdrawn prior to
or at the Early Tender Date on a prorated basis using a proration factor of approximately 30.6%. Suncor does not expect to accept for
purchase any 5.00% Series 7 Medium Term Notes due 2030 or 5.39% Series 4 Medium Term Notes due 2037. As described further in
the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly credited to the tendering holder’s account.
Additionally, because the Pool 2 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Date have an aggregate
principal amount that exceeds the Pool 2 Maximum Amount, Suncor does not expect to accept for purchase any Pool 2 Notes tendered after
the Early Tender Date on a subsequent settlement date.
The applicable Total Consideration listed in the table above will
be paid per US$1,000 or C$1,000, as applicable, principal amount of each series of Notes validly tendered and accepted for purchase pursuant
to the applicable Tender Offer on the Early Settlement Date. Only holders of Notes who validly tendered and did not validly withdraw
their Notes prior to or at the Early Tender Date are eligible to receive the applicable Total Consideration for Notes accepted for purchase.
Holders will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the applicable last interest
payment date up to, but not including, the Early Settlement Date.
All Notes accepted for purchase will be retired and cancelled and
will no longer remain outstanding obligations of Suncor.
The Tender Offers are subject to the satisfaction or waiver of certain
conditions, which are specified in the Offer to Purchase. The Tender Offers are not conditioned on any minimum principal amount of Notes
being tendered.
Information relating to the Tender Offers
CIBC World Markets Corp., CIBC World Markets Inc. (solely with respect
to the Tender Offers for the C$ Notes) (together, “CIBC”), J.P. Morgan Securities LLC, J.P. Morgan Securities Canada Inc.
(solely with respect to the Tender Offers for the C$ Notes) (together, “J.P. Morgan”), Mizuho Securities USA LLC, Mizuho
Securities Canada Inc. (solely with respect to the C$ Tender Offers) (together, “Mizuho”), RBC Capital Markets, LLC, RBC
Dominion Securities Inc. (solely with respect to the Tender Offers for the C$ Notes) (together, “RBC”), Scotia Capital (USA)
Inc. (“Scotiabank”), TD Securities (USA) LLC and TD Securities Inc. (solely with respect to the Tender Offers for the C$
Notes) (together, “TD Securities”) are acting as the Dealer Managers for the Tender Offers. For additional information regarding
the terms of the Tender Offers, please contact CIBC at (800) 282-0822 (toll free) or (212) 455-6427 (collect), J.P. Morgan at (866) 834-4666
(toll free) or (212) 834-4818 (collect), Mizuho at (866) 271-7403 (toll free) or (212) 205-7736 (collect), RBC at (877) 381-2099 (toll
free), (212) 618-7843 (collect U.S.) or (416) 842-6311 (collect Canada), Scotiabank at (800) 372-3930 (toll free) or (212) 225-5000 (collect),
or TD Securities at (866) 584-2096 (toll free), (212) 827-2842 (collect U.S.) or (416) 982-2243 (collect Canada). Global Bondholder Services
Corporation will act as the information agent and the tender agent for the Tender Offers for the US$ Notes. Computershare Investor Services
Inc. will act as the tender agent for the Tender Offers for the C$ Notes. Questions or requests for assistance related to the Tender
Offers or for additional copies of the Offer to Purchase may be directed to Global Bondholder Services Corporation at (855) 654-2014
(toll free) or (212) 430-3774 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Tender Offers. The Offer to Purchase can be accessed at the following website: https://www.gbsc-usa.com/suncor.
The full details of the Tender Offers, including complete instructions
on how to tender Notes, are included in the Offer to Purchase. Holders are strongly encouraged to carefully read the Offer to Purchase,
including the documents incorporated by reference therein, because they contain important information. The Offer to Purchase may be obtained
from Global Bondholder Services Corporation, free of charge, by calling (212) 430-3774 (for banks and brokers) or (855) 654-2014 (for
all others, toll-free).
This news release does not constitute an offer to purchase, or a solicitation
of an offer to sell, or the solicitation of tenders with respect to the Notes. No offer, solicitation, purchase or sale will be made
in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Tender Offers are being made solely pursuant
to the Offer to Purchase made available to holders of the Notes. None of Suncor or its affiliates, their respective boards of directors,
the dealer managers, the tender agents, the information agent or the trustee with respect to any series of Notes is making any recommendation
as to whether or not holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offers.
Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make
their own decisions whether to tender Notes in the Tender Offers, and, if so, the principal amount of Notes to tender.
Legal Advisory – Forward-Looking Information
This news release contains certain forward-looking information
and forward-looking statements (collectively referred to herein as “forward-looking statements”) within the meaning of applicable
Canadian and U.S. securities laws. Forward-looking statements are based on Suncor’s current expectations, estimates, projections
and assumptions that were made by the company in light of information available at the time the statement was made and consider Suncor’s
experience and its perception of historical trends. Forward-looking statements in this news release include statements about the purchase
of the Notes and amount of the consideration paid therefor; the expected source of funds for the Tender Offers; the deadlines, determination
dates and settlement dates regarding the Tender Offers; the payment of accrued and unpaid interest; the use of a proration factor in
respect of the 6.80% Notes due 2038 and 5.95% Notes due 2035; and the series of Notes to be accepted for purchase pursuant to the Tender
Offers.
Forward-looking statements and information are not guarantees of
future performance and involve a number of risks and uncertainties, some that are similar to other oil and gas companies and some that
are unique to Suncor. Suncor’s actual results may differ materially from those expressed or implied by its forward-looking statements,
so readers are cautioned not to place undue reliance on them.
Suncor’s Management Discussion and Analysis for the
Second Quarter of 2024 dated August 6, 2024, its Annual Information Form, Annual Report to Shareholders and Form 40-F,
each dated March 21, 2024, and other documents it files from time to time with securities regulatory authorities describe the
risks, uncertainties, material assumptions and other factors that could influence actual results and such factors are incorporated
herein by reference. Copies of these documents are available without charge from Suncor at 150 6th Avenue S.W., Calgary, Alberta T2P
3E3; by referring to suncor.com/FinancialReports or to the company’s profile on SEDAR+
at sedarplus.ca or EDGAR at sec.gov. Except as required by applicable securities laws, Suncor disclaims
any intention or obligation to publicly update or revise any forward-looking statements, whether as a result of new information,
future events or otherwise.
Suncor Energy is Canada's leading integrated energy company. Suncor's
operations include oil sands development, production and upgrading; offshore oil production; petroleum refining in Canada and the U.S.;
and the company’s Petro-CanadaTM retail and wholesale distribution networks (including Canada’s Electric HighwayTM,
a coast-to-coast network of fast-charging EV stations). Suncor is developing petroleum resources while advancing the transition to a
lower-emissions future through investments in lower emissions intensity power, renewable feedstock fuels and projects targeting emissions
intensity. Suncor also conducts energy trading activities focused primarily on the marketing and trading of crude oil, natural gas, byproducts,
refined products and power. Suncor's common shares (symbol: SU) are listed on the Toronto and New York stock exchanges.
For more information about Suncor, visit our website at suncor.com.
Media inquiries:
(833) 296-4570
media@suncor.com
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