Shearman & Sterling represented J.P. Morgan Securities LLC, RBC Capital Markets, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Credit Suisse Securities (USA) LLC and MUFG Securities Americas Inc., as joint book-running managers, Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc., as senior co-managers, and BMO Capital Markets Corp., CIBC World Markets Corp., HSBC Securities (USA) Inc., Scotia Capital (USA) Inc. and TD Securities (USA) LLC, as co-managers, in connection with a Rule 144A/Regulation S offering of US$2.9 billion senior notes of Cenovus Energy Inc. (“Cenovus”) consisting of US$1.2 billion aggregate principal amount of 4.25% senior notes due 2027, US$700 million aggregate principal amount of 5.25% senior notes due 2037 and US$1 billion aggregate principal amount of 5.40% senior notes due 2047.

Cenovus intends to use the net proceeds from the notes offering to finance a portion of the cash consideration payable in connection with its acquisition of ConocoPhillips’ 50% interest in the FCCL Partnership, the companies’ jointly owned oil sands venture operated by Cenovus, and a majority of ConocoPhillips’ Deep Basin conventional assets in Alberta and British Columbia.

Cenovus is a Canadian integrated oil company with oil sands projects in northern Alberta, natural gas and oil production in Alberta and Saskatchewan and 50 percent ownership in two U.S. refineries.

The Shearman & Sterling team included partners Jason Lehner (Toronto/New York-Capital Markets) and Larry Crouch (Menlo Park-Tax); counsel Kevin Roggow (Toronto-Capital Markets) and Jeffrey Salinger (New York-Environmental); associates Heather Pals (Toronto-Capital Markets), Ryan Robski (Toronto-Capital Markets) and Emalie Sundale (Menlo Park-Tax); and international associate Fabio Pazzini (New York).