Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
CENOVUS ENERGY INC.
Cenovus Energy Inc.
OFFER TO EXCHANGE
US$800,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS
4.50% SENIOR NOTES DUE 2014 (CUSIP NUMBER15135UAB5)
US$1,300,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS
5.70% SENIOR NOTES DUE 2019 (CUSIP NUMBER 15135UAD1),
AND
US$1,400,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS
6.75% SENIOR NOTES DUE 2039 (CUSIP NUMBER 15135UAF6),
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR A LIKE AGGREGATE PRINCIPAL AMOUNT OF ITS
OUTSTANDING 4.50% SENIOR NOTES DUE 2014
(CUSIP NUMBERS 15135UAA7/C23555AA0),
OUTSTANDING 5.70% SENIOR NOTES DUE 2019
(CUSIP NUMBERS 15135UAC3/C23555AB8)
AND
OUTSTANDING 6.75% SENIOR NOTES DUE 2039
(CUSIP NUMBERS 15135UAE9/C23555AC6)
This form or one substantially equivalent hereto must be used to accept the Exchange Offer of Cenovus Energy Inc. (the “Company”) made pursuant to the prospectus dated [ ], 2010 (the “Prospectus”), if certificates for the outstanding US$800,000,000 aggregate principal amount of its 4.50% Senior Notes due 2014 (CUSIP Numbers 15135UAA7/C23555AA0) (“the Initial 4.50% Notes”), the outstanding US$1,300,000,000 aggregate principal amount of its 5.70% Senior Notes due 2019 (CUSIP Numbers 15135UAC3/C23555AB8) (“the Initial 5.70% Notes”) and the outstanding US$1,400,000,000 aggregate principal amount of its 6.75% Senior Notes due 2039 (CUSIP Numbers 15135UAE9/C23555AC6) (the “Initial 6.75% Notes” and together with the Initial 4.50% Notes and the Initial 5.70% Notes, the “Initial Notes”) are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach the Company prior to 5:00 p.m., New York City time, on the Expiration Date of the Exchange Offer. Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to The Bank of New York Mellon (the “Exchange Agent”) as set forth below. In addition, in order to utilize the guaranteed delivery, a Letter of Transmittal (or facsimile thereof), must also be received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. Certificates for all tendered Initial Notes in proper form for transfer or a book-entry confirmation, as the case may be, and all other documents required by the Letter of Transmittal must be received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. Capitalized terms not defined herein are defined in the Prospectus.
Delivery to:
The BANK OF NEW YORK MELLON
Exchange Agent
By Registered and Certified Mail:
| By Overnight Courier or
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The Bank of New York Mellon 101 Barclay Street New York, NY 10286 Attn: Lesley Daley
| Regular Mail: The Bank of New York Mellon 101 Barclay Street New York, NY 10286 Attn: Lesley Daley | The Bank of New York Mellon 101 Barclay Street New York, NY 10286 Attn: Lesley Daley
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Or
By Facsimile Transmission:
(212) 815-5366
Confirm by Telephone:
(212) 815-2719
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the accompanying Letter of Transmittal, the undersigned hereby tenders to the Company the principal amount of Initial Notes set forth below, pursuant to the guaranteed delivery procedure described in “The Exchange Offer—Procedures for Tendering Initial Notes” section of the Prospectus.
Principal Amount of Initial 4.50% Notes
Tendered*
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Certificate Nos. of Initial 4.50% Notes (if available): |
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Total Principal Amount Represented by | If Initial 4.50% Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number. |
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* Must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Principal Amount of Initial 5.70% Notes
Tendered†*
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Certificate Nos. of Initial 5.70% Notes (if available): |
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Total Principal Amount Represented by Initial 5.70% Notes Certificate(s): | If Initial 5.70% Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number. |
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Principal Amount of Initial 6.75% Notes
Tendered*
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Certificate Nos. of Initial 6.75% Notes (if available): |
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Total Principal Amount Represented by Initial 6.75% Notes Certificate(s): | If Initial 6.75% Notes will be delivered by book-entry transfer to The Depository Trust Company, provide account number. |
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$ |
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ANY AUTHORITY HEREIN CONFERRED OR AGREED TO BE CONFERRED SHALL SURVIVE THE DEATH OR INCAPACITY OF THE UNDERSIGNED AND EVERY OBLIGATION OF THE UNDERSIGNED HEREUNDER SHALL BE BINDING UPON THE HEIRS, PERSONAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE UNDERSIGNED. |
PLEASE SIGN HERE
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Signature(s) of Owner(s) or Authorized Signatory | Date |
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Area Code and Telephone Number: |
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Must be signed by the holder(s) of Initial Notes as their name(s) appear(s) on certificate(s) for Initial Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a
* Must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.
GUARANTEE
The undersigned, a member of a registered national securities exchange, or a member of the Financial Industry Regulatory Authority, or a commercial bank or trust company having an office or correspondent in the United States, hereby guarantees that the certificates representing the principal amount of Initial Notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such Initial Notes into the Exchange Agent’s account at The Depository Trust Company pursuant to the procedures set forth in “The Exchange Offer—Procedures for Tendering Initial Notes” section of the Prospectus, together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) with any required signature guarantee and any other documents required by the Letter of Transmittal, will be received by the Exchange Agent at the address set forth above, no later than three New York Stock Exchange trading days after the date of execution hereof.
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NOTE: |
| DO NOT SEND CERTIFICATES FOR INITIAL NOTES WITH THIS FORM. CERTIFICATES FOR INITIAL NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL. |