02:26:38 EDT Sat 19 Jul 2025
Enter Symbol
or Name
USA
CA



Rogers Communications Inc
Symbol RCI
Shares Issued 429,073,267
Close 2025-07-18 C$ 45.21
Market Cap C$ 19,398,402,401
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Rogers Communications prices cash tender offers

2025-07-18 16:49 ET - News Release

An anonymous director reports

ROGERS ANNOUNCES PRICING OF CASH TENDER OFFERS FOR EIGHT SERIES OF U.S. DOLLAR DEBT SECURITIES

Rogers Communications Inc. has provided the pricing terms of its previously announced separate offers to purchase for cash any and all of the outstanding notes of each series listed in the table below, up to a maximum of $1.25-billion (U.S.) aggregate total consideration (as defined below). Subject to the consideration cap condition (as defined below), the series of notes that are purchased in the offers will be based on the acceptance priority levels set forth in the table below. If a given series of notes is accepted for purchase pursuant to the offers, all notes of that series that are validly tendered and not validly withdrawn will be accepted for purchase. No series of notes will be subject to proration pursuant to the offers.

The offers are made upon the terms and subject to the conditions set forth in the offer to purchase dated July 11, 2025, relating to the notes and the notice of guaranteed delivery.

Set forth in the table below is the applicable total consideration (as defined below) for each series of notes, as calculated as of 2 p.m. Eastern Time today, July 18, 2025, in accordance with the offer to purchase.

The offers will expire at 5 p.m. Eastern Time today, July 18, 2025, unless extended or earlier terminated (such date and time with respect to an offer, as the same may be extended with respect to such offer, the expiration date). Notes may be validly withdrawn at any time at or prior to 5 p.m. Eastern Time today, July 18, 2025, unless extended by the company with respect to any offer.

For holders who deliver a notice of guaranteed delivery and all other required documentation at or prior to the expiration date, upon the terms and subject to the conditions set forth in the tender offer documents, the deadline to validly tender notes using the guaranteed delivery procedures (as defined in the offer to purchase) will be the second business day after the expiration date and is expected to be 5 p.m. Eastern Time on July 22, 2025, unless extended with respect to any offer.

Provided that all conditions to the offers have been satisfied or waived by the company by the expiration date, the company will pay the total consideration in respect of all notes validly tendered and not validly withdrawn at or prior to the expiration date (and accepted for purchase by the company) on the third business day after the expiration date and the first business day after the guaranteed delivery date, which is expected to be July 23, 2025, unless extended by the company with respect to any offer.

Upon the terms and subject to the conditions set forth in the offer to purchase, holders whose notes are accepted by the company for purchase in the offers will receive the applicable total consideration specified in the table above for each $1,000 (U.S.) principal amount of such notes in cash on the settlement date.

In addition to the applicable total consideration, holders whose notes are accepted by the company for purchase pursuant to an offer will receive a cash payment equal to the accrued and unpaid interest on such notes from and including the immediately preceding interest payment date for such notes to, but excluding, the settlement date. Interest will cease to accrue on the settlement date for all notes accepted for purchase in the offers. Under no circumstances will any interest be payable because of any delay in the transmission of funds to holders by the Depository Trust Company (DTC) or its participants.

The company's obligation to complete an offer with respect to a particular series of notes validly tendered is conditioned on the satisfaction of conditions described in the offer to purchase, including that the aggregate total consideration payable for all notes purchased in the offers not exceed $1.25-billion (U.S.), and on the consideration cap amount being sufficient to pay the total consideration for all validly tendered and not validly withdrawn notes of such series (after accounting for all validly tendered notes that have a higher acceptance priority level). The company reserves the right, but is under no obligation, to increase or waive the consideration cap amount, in its sole discretion, subject to applicable law, with or without extending the withdrawal date. No assurance can be given that the company will increase or waive the consideration cap amount. If holders tender more notes in the offers than they expect to be accepted for purchase based on the consideration cap amount and the company subsequently accepts more than such holders expected of such notes tendered as a result of an increase of the consideration cap amount, such holders may not be able to withdraw any of their previously tendered notes. Accordingly, Holders should not tender any notes that they do not wish to be accepted for purchase.

The company has retained BofA Securities Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities LLC to act as joint lead dealer managers for the offers. Questions regarding the terms and conditions for the offers should be directed to BofA Securities Inc at 1-888-292-0070 (toll-free) or 1-980-387-3907 (collect), Citigroup Global Markets Inc. at 1-800-558-3745 (toll-free) or 1-212-723-6106 (collect), Mizuho Securities USA LLC at 1-866-271-7403 (toll-free) or 1-212-205-7741 (collect), or Wells Fargo Securities LLC at 1-866-309-6316 (toll-free) or 1-704-410-4235 (collect).

D.F. King & Co. Inc. is acting as the information and tender agent for the offers. Questions or requests for assistance related to the offers or for additional copies of the offer to purchase may be directed to D.F. King & Co. in New York by telephone at 1-212-269-5550 (for banks and brokers only) or 1-877-478-5047 (for all others toll-free) or by e-mail at rci@dfking.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the offers. The tender offer documents can be accessed on D.F. King & Co.'s website.

If the company terminates any offer with respect to one or more series of notes, it will give prompt notice to the information and tender agent, and all notes tendered pursuant to such terminated offer will be returned promptly to the tendering holders thereof. With effect from such termination, any notes blocked in DTC will be released.

Holders of notes are advised to check with each bank, securities broker or other intermediary through which they hold notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that holder to be able to participate in or withdraw their instruction to participate in the offers before the deadlines specified herein and in the offer to purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the offer to purchase.

About Rogers Communications Inc.

Rogers is Canada's leading communications and entertainment company and its shares are publicly traded on the Toronto Stock Exchange and on the New York Stock Exchange.

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