Rogers Communications Inc. Commences Exchange Offer for Notes Issued in Connection with Prior Private Offering
23 Junho 2023 - 7:00PM
Rogers Communications Inc. (“Rogers”) today announced that it has
commenced its offer to eligible holders to exchange (the “Exchange
Offer”) any and all of the US$7,050,000,000 aggregate principal
amount of its outstanding senior notes previously issued pursuant
to an exemption from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”), as set
forth in the table below (the “Restricted Notes”), for an equal
principal amount of new notes registered under the Securities Act
(the “Exchange Notes”).
The following table sets forth the outstanding aggregate
principal amount of each series of Restricted Notes. The Exchange
Offer consists of an offer to exchange up to the entire aggregate
principal amount of each series of Restricted Notes for an equal
principal amount of the corresponding series of Exchange Notes.
The terms of the Exchange Notes to be issued in the Exchange
Offer are substantially identical to the terms of the corresponding
series of Restricted Notes, except that the Exchange Notes will be
registered under the Securities Act and the transfer restrictions,
registration rights and additional interest provisions applicable
to the Restricted Notes will not apply to the Exchange Notes. The
Exchange Notes will represent the same debt as the Restricted
Notes, and Rogers will issue the Exchange Notes under the same
indenture that governs the applicable series of Restricted
Notes.
Title of Series of Notes |
Aggregate Principal Amount Outstanding |
CUSIP |
ISIN |
2.95% Senior Notes due 2025 |
US$1,000,000,000 |
775109 CA7 / C7923Q AE8 |
US775109CA78 / USC7923QAE82 |
3.20% Senior Notes due 2027 |
US$1,300,000,000 |
775109 CB5 / C7923Q AF5 |
US775109CB51 / USC7923QAF57 |
3.80% Senior Notes due 2032 |
US$2,000,000,000 |
775109 CC3 / C7923Q AG3 |
US775109CC35 / USC7923QAG31 |
4.50% Senior Notes due 2042 |
US$750,000,000 |
775109 BZ3 / 7923Q AD0 |
US775109BZ39 / USC7923QAD00 |
4.55% Senior Notes due 2052 |
US$2,000,000,000 |
775109 CD1 / C7923Q AH1 |
US775109CD18 / USC7923QAH14 |
Rogers will accept for exchange any and all Restricted Notes
validly tendered and not validly withdrawn prior to 5:00 p.m., New
York City time, on July 25, 2023 (the “Expiration Date”), unless
extended. Prior to the Expiration Date, tenders of Restricted Notes
may be withdrawn according to the procedures described in the
Prospectus (as detailed below). The settlement date will be
promptly after the Expiration Date and is expected to be within two
business days after the Expiration Date.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Restricted Notes as to
when such intermediary needs to receive instructions from a holder
in order for that holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in the Exchange Offer before the
deadlines specified herein and in the Prospectus. The deadlines set
by each clearing system for the submission and withdrawal of
exchange instructions will also be earlier than the relevant
deadlines specified herein and in the Prospectus.
The Exchange Offer is being made pursuant to the terms and
subject to the conditions set forth in a prospectus contained
within our registration statement on Form F-10 filed with the
Securities and Exchange Commission on June 20, 2023 (as the same
may be amended or supplemented, the “Prospectus”). The complete
terms and conditions of the Exchange Offer, including instructions
regarding procedures for tendering Restricted Notes, are described
in the Prospectus and related letter of transmittal, copies of
which may be obtained by contacting The Bank of New York Mellon,
the exchange agent in connection with the Exchange Offer, at
314-414-3034 or CT_REORG_UNIT_INQUIRIES@bnymellon.com
This press release is for informational purposes only. This
press release does not constitute an offer to sell or purchase, or
a solicitation of an offer to sell or purchase, or the solicitation
of tenders or consents with respect to, any security. No offer,
solicitation, purchase or sale will be made in any jurisdiction in
which such an offer, solicitation, or sale would be unlawful. The
Exchange Offer is being made solely pursuant to the terms and
conditions of the Prospectus, the related letter of transmittal and
the other related materials and only to such persons and in such
jurisdictions as is permitted under applicable law.
About Rogers Communications Inc.
Rogers is Canada’s leading wireless, cable and media company
that provides connectivity and entertainment to Canadian consumers
and businesses across the country. Rogers shares are publicly
traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on
the New York Stock Exchange (NYSE: RCI).
Caution Concerning Forward-Looking
Statements
This press release may include “forward‐looking information”
within the meaning of applicable securities laws. We caution
that forward‐looking information is inherently subject to change
and uncertainty and that actual results may differ materially from
those expressed or implied by the forward‐looking information. A
comprehensive discussion of risks associated with forward-looking
information can be found in Rogers’ public reports and filings,
including the risks outlined in the section entitled “Risks and
Uncertainties Affecting our Business” in our management’s
discussion and analysis of our audited consolidated financial
statements as at and for the year ended December 31, 2022, and in
the section entitled “Updates to Risks and Uncertainties Affecting
our Business” in our management’s discussion and analysis of our
unaudited interim condensed consolidated financial statements as at
and for the three months ended March 31, 2023, which are available
under our profile at www.sedar.com, and in the section
entitled “Risk Factors” in the Prospectus.
For more information:
Rogers Communications media contactSarah
Schmidt647.643.6397media@rci.rogers.com
Rogers Communications investment community
contactPaul
Carpino647.435.6470paul.carpino@rci.rogers.com
Rogers Communications (NYSE:RCI)
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