Exhibit 99.2
Terms Agreement
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Citigroup Global Markets Inc. | | Deutsche Bank Securities Inc. |
390 Greenwich Street | | 60 Wall Street |
New York, New York 10013 | | New York, New York 10005 |
HSBC Securities (USA) Inc.
452 5th Avenue
New York, New York 10018
May 12, 2008
Ladies and Gentlemen:
Petro-Canada, a Canadian corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement Basic Provisions, dated May 12, 2008, (the “Basic Provisions”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Underwritten Securities”). The Basic Provisions are incorporated herein by reference in their entirety, and shall be deemed to be a part of this agreement (the “Terms Agreement” and, together with the Basic Provisions, the “Underwriting Agreement”) to the same extent as if such Basic Provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Underwriting Agreement, except that each representation and warranty which refers to the Pricing Disclosure Package, the Canadian Prospectus or the U.S. Prospectus in Section 1 of the Basic Provisions shall be deemed to be a representation or warranty as of the date of the Basic Provisions in relation to the Pricing Disclosure Package, the Canadian Prospectus or the U.S. Prospectus (as therein defined), and also a representation and warranty as of the date of this Underwriting Agreement in relation to the Pricing Disclosure Package, the Canadian Prospectus or the U.S. Prospectus as amended or supplemented relating to the Underwritten Securities which are the subject of this Underwriting Agreement. Each reference to the Representatives herein and in the provisions of the Basic Provisions so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Basic Provisions are used herein as therein defined. The Representatives designated to act on behalf of each of the Underwriters of the Underwritten Securities and the address of the Representatives are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the U.S. Prospectus, and a supplement to the Canadian Prospectus, respectively, relating to the
Underwritten Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission and the Reviewing Authority.
Subject to the terms and conditions set forth herein and in the Basic Provisions incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and return to us, one for the Company and each of the Representatives plus one for each counsel, counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Basic Provisions incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
[Signature page to follow]
| | Very truly yours, |
| | |
| | PETRO-CANADA |
| | |
| | |
| | By: | /s/ WAYNE PENNINGTON |
| | Name: Wayne Pennington |
| | Title: Treasurer |
| | |
| | By: | /s/ S. R. MILLER |
| | Name: S. R. Miller |
| | Title: Vice President & General Counsel |
��
Accepted as of the date hereof, for themselves and as Representatives of the other Underwriters named in Schedule I hereto :
| CITIGROUP GLOBAL MARKETS INC. |
| |
| |
By: | /s/ CHANDRU HARJANI |
| Name: Chandru Harjani |
| Title: Vice President |
| |
| DEUTSCHE BANK SECURITIES INC. |
| |
By: | /s/ RYAN MONTGOMERY |
| Name: Ryan Montgomery |
| Title: Director |
| |
By: | /s/ JARED BIRNBAUM |
| Name: Jared Birnbaum |
| Title: Director |
| |
| HSBC SECURITIES (USA) INC. |
| |
By: | /s/ KAREN L. GILES |
| Name: Karen L. Giles |
| Title: Senior Vice President |
| | |
SCHEDULE I
| | Principal | |
| | Amount of | |
| | Designated | |
| | Securities | |
| | to be | |
| | Purchased | |
Underwriter | | 10 Year Note | | 30 Year Note | |
Citigroup Global Markets Inc. | | $ | 120,000,000 | | $ | 180,000,000 | |
Deutsche Bank Securities Inc. | | $ | 120,000,000 | | $ | 180,000,000 | |
HSBC Securities (USA) Inc. . | | $ | 120,000,000 | | $ | 180,000,000 | |
BMO Capital Markets Corp. | | $ | 60,000,000 | | $ | 90,000,000 | |
BNP PARIBAS Securities Corp. | | $ | 60,000,000 | | $ | 90,000,000 | |
Banc of America Securities LLC | | $ | 15,000,000 | | $ | 22,500,000 | |
CIBC World Markets Corp. | | $ | 15,000,000 | | $ | 22,500,000 | |
Greenwich Capital Markets, Inc. | | $ | 15,000,000 | | $ | 22,500,000 | |
J.P. Morgan Securities Inc. | | $ | 15,000,000 | | $ | 22,500,000 | |
Mitsubishi UFJ Securities International plc | | $ | 15,000,000 | | $ | 22,500,000 | |
RBC Capital Markets Corporation | | $ | 15,000,000 | | $ | 22,500,000 | |
Scotia Capital (USA) Inc. | | $ | 15,000,000 | | $ | 22,500,000 | |
TD Securities (USA) LLC | | $ | 15,000,000 | | $ | 22,500,000 | |
Total | | $ | 600,000,000 | | $ | 900,000,000 | |
SCHEDULE II
Issuer: Petro-Canada
Title of Underwritten Securities:
6.050% Senior Notes due May 15, 2018 (the “2018 Notes”)
6.800% Senior Notes due May 15, 2038 (the “2038 Notes”)
Aggregate principal amount:
2018 Notes | $600,000,000 |
2038 Notes | $900,000,000 |
Total: | $1,500,000,000 |
Price to Public:
2018 Notes | 99.829% of the principal amount of the Underwritten Securities, plus accrued interest, if any, from May 15, 2008 |
2038 Notes | 99.784% of the principal amount of the Underwritten Securities, plus accrued interest, if any, from May 15, 2008 |
Purchase Price by Underwriters:
2018 Notes | 99.179% of the principal amount of the Underwritten Securities, plus accrued interest, if any, from May 15, 2008 |
2038 Notes | 98.909% of the principal amount of the Underwritten Securities, plus accrued interest, if any, from May 15, 2008 |
Form of Underwritten Securities:
Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Closing Date at the office of DTC or its agent.
Specified funds for payment of purchase price:
Federal (same-day) funds
Closing Date:
8:45 a.m. (New York City time), May 15, 2008
Indenture:
Indenture dated June 20, 2003, between the Company and The Bank of New York, as Trustee, as supplemented by a Supplemental Indenture, to be dated on or about May 15, 2008, between the Company and The Bank of New York, as Trustee.
Maturity:
2018 Notes | May 15, 2018 |
2038 Notes | May 15, 2038 |
Interest Rate:
2018 Notes | 6.050% |
2038 Notes | 6.800% |
Interest Payment Dates:
May 15 and November 15, commencing November 15, 2008
Redemption Provisions:
The Underwritten Securities may be redeemed, in whole or in part, at the option of the Company at a redemption price equal to the greater of:
· 100 percent of the principal amount of the Underwritten Securities to be redeemed; and
· as determined by the Quotation Agent (as defined in the U.S. Prospectus), the sum of the present values of the remaining scheduled payments of principal and interest on the Underwritten Securities to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined in the U.S. Prospectus) plus 35 basis points,
in either case, plus accrued interest thereon to the date of redemption.
Sinking Fund Provisions:
No sinking fund provisions
Closing location for delivery of Underwritten Securities:
Fraser Milner Casgrain LLP
30th Floor, Fifth Avenue Place
237 – 4th Avenue S.W.
Calgary, Alberta T2P 4X7
Names and addresses of Representatives:
Designated Representatives:
Canadian counsel for Petro-Canada:
Fraser Milner Casgrain LLP
30th Floor, Fifth Avenue Place
237 – 4th Avenue S.W.
Calgary, Alberta T2P 4X7
U.S. counsel for Petro-Canada:
Fulbright & Jaworski LLP
Market Square
801 Pennsylvania Avenue, N.W.
Washington, DC 20004-2623
Counsel for Citigroup Global Markets Inc., Deutsche Bank Securities Inc., and HSBC Securities (USA) Inc.:
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Address for Notices:
Petro-Canada
P.O. Box 2844
150 – 6th Avenue S.W.
Calgary, Alberta T2P 3E3
Citigroup Global Markets Inc.
390 Greenwich Street
New York, NY 10013
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
HSBC Securities (USA) Inc.
452 5th Avenue
New York, New York 10018
SCHEDULE III – Issuer Free Writing Prospectuses
1. Issuer Free Writing Prospectus, re: 6.050% Senior Notes due 2018, filed May 12, 2008 with the U.S. Securities and Exchange Commission.
2. Issuer Free Writing Prospectus, re: 6.800% Senior Notes due 2038, filed May 12, 2008 with the U.S. Securities and Exchange Commission.
Filed Pursuant to Rule 433
Registration No. 333- 149879
May 12, 2008
PETRO-CANADA
PRICING TERM SHEET
6.800% Notes due 2038 |
| |
Issuer: | Petro-Canada |
| |
Security: | 6.800% Notes due 2038 |
| |
Size: | $900,000,000 |
| |
Maturity Date: | May 15, 2038 |
| |
Coupon: | 6.800% |
| |
Interest Payment Dates: | May 15 and November 15, commencing November 15, 2008 |
| |
Price to Public: | 99.784% |
| |
Benchmark Treasury: | 5.000% due May 15, 2037 |
| |
Benchmark Treasury Yield: | 4.517% |
| |
Spread to Benchmark Treasury: | +230 bp |
| |
Yield: | 6.817% |
| |
Make-Whole Call: | Greater of Par or T+35 bp |
| |
Expected Settlement Date: | May 15, 2008 |
| |
CUSIP: | 71644E AJ1 |
| |
Anticipated Ratings: | Baa2 by Moody’s Investors Service, Inc
BBB by Standard & Poor’s Ratings Services
AL by Dominion Bond Ratings Services |
| |
Joint Book-Running Managers: | Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at 1-877-858-5407, Deutsche Bank Securities Inc., toll free at 1-800-503-4611 or HSBC Securities (USA) Inc. toll free at 1-866-811-8049.
Filed Pursuant to Rule 433
Registration No. 333- 149879
May 12, 2008
PETRO-CANADA
PRICING TERM SHEET
6.050% Notes due 2018 |
| |
Issuer: | Petro-Canada |
| |
Security: | 6.05% Notes due May 15, 2018 |
| |
Size: | $600,000,000 |
| |
Maturity Date: | May 15, 2018 |
| |
Coupon: | 6.050% |
| |
Interest Payment Dates: | May 15 and November 15, commencing November 15, 2008 |
| |
Price to Public: | 99.829% |
| |
Benchmark Treasury: | 3.875% due May 15, 2018 |
| |
Benchmark Treasury Yield: | 3.773% |
| |
Spread to Benchmark Treasury: | +230 bp |
| |
Yield: | 6.073% |
| |
Make-Whole Call: | Greater of Par or T+35 bp |
| |
Expected Settlement Date: | May 15, 2008 |
| |
CUSIP: | 71644E AH5 |
| |
Anticipated Ratings: | Baa2 by Moody’s Investors Service, Inc
BBB by Standard & Poor’s Ratings Services
AL by Dominion Bond Ratings Services |
| |
Joint Book-Running Managers: | Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll free at 1-877-858-5407, Deutsche Bank Securities Inc., toll free at 1-800-503-4611 or HSBC Securities (USA) Inc. toll free at 1-866-811-8049.
