Rogers Communications Inc. Announces Expiration and Final Results of Exchange Offer for Notes Issued in Connection with Prior Private Offering
25 Julho 2023 - 10:45PM
Rogers Communications Inc. (“Rogers”) today announced the
expiration and final results of its offer 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 Exchange Offer expired at 5:00 p.m., New York City time, on
July 25, 2023 (the “Expiration Date”). As of the Expiration Date,
the principal amounts of Restricted Notes set forth in the table
below had been validly tendered and not validly withdrawn. Rogers
has accepted for exchange all such tendered Restricted Notes in the
Exchange Offer.
|
|
|
|
Notes Tendered and Accepted as of the Expiration
Date |
Title of Series of Notes |
Aggregate Principal Amount Outstanding |
CUSIP |
ISIN |
Principal Amount |
Percentage |
2.95% Senior Notes due 2025 |
US$1,000,000,000 |
775109 CA7 / C7923Q AE8 |
US775109CA78 / USC7923QAE82 |
$996,349,000 |
99.6% |
3.20% Senior Notesdue
2027 |
US$1,300,000,000 |
775109 CB5 / C7923Q AF5 |
US775109CB51 / USC7923QAF57 |
$1,288,983,000 |
99.2% |
3.80% Senior Notes due
2032 |
US$2,000,000,000 |
775109 CC3 / C7923Q AG3 |
US775109CC35 / USC7923QAG31 |
$1,948,968,000 |
97.4% |
4.50% Senior Notes due
2042 |
US$750,000,000 |
775109 BZ3 / 7923Q AD0 |
US775109BZ39 / USC7923QAD00 |
$749,970,000 |
99.9% |
4.55% Senior Notes due
2052 |
US$2,000,000,000 |
775109 CD1 / C7923Q AH1 |
US775109CD18 / USC7923QAH14 |
$1,996,800,000 |
99.8% |
Upon the settlement of the Exchange Offer, holders of Restricted
Notes that have been accepted for exchange by Rogers will receive a
like principal amount of Exchange Notes of the applicable series.
Rogers expects that such settlement will occur on or about July 27,
2023.
The terms of the Exchange Notes to be issued upon the settlement
of 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.
The Exchange Offer was made pursuant to the terms and subject to
the conditions set forth in a prospectus filed with the Securities
and Exchange Commission dated June 20, 2023 (the “Prospectus”) and
related letter of transmittal. This press release is not an offer
to sell or a solicitation of an offer to buy any of the securities
described herein.
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
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