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Telus Corp (2)
Symbol T
Shares Issued 1,524,520,592
Close 2025-06-20 C$ 21.98
Market Cap C$ 33,508,962,612
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Telus starts offers for $750M (U.S.) of notes

2025-06-20 16:41 ET - News Release

Mr. Steve Beisswanger reports

TELUS ANNOUNCES CASH TENDER OFFERS FOR TWO SERIES OF DEBT SECURITIES

Telus Corp. has commenced separate offers to purchase for cash any and all of the two series of outstanding notes of the series listed in the attached table, up to a maximum of $750-million (U.S.) aggregate principal amount of notes. Subject to the maximum purchase condition (as defined below) and the financing condition (as defined below), the series of notes that are purchased in the offers will be based on the acceptance priority level (as defined below) set forth in the attached table. If a given series of notes is accepted for purchase pursuant to the offers, all notes of that series that are validly tendered 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 June 20, 2025, relating to the notes and the notice of guaranteed delivery attached as Appendix A thereto.

The offers will expire at 5 p.m. Eastern Time on June 27, 2025, unless extended or earlier terminated. Notes may be validly withdrawn at any time at or prior to 5 p.m. Eastern Time on June 27, 2025, unless extended with respect to any offer.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 1, 2025, unless extended with respect to any offer.

Provided that the financing condition has been satisfied or waived by the settlement date (as defined below) and all other conditions to the offers have been satisfied or waived by the company by the expiration date, settlement for all notes validly tendered, and not validly withdrawn prior to the expiration date or pursuant to a notice of guaranteed delivery will be four business days after the expiration date and two business days after the guaranteed delivery date, respectively, which is expected to be July 3, 2025, unless extended 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 for purchase in the offers will receive the applicable total consideration for each $1,000 (U.S.) principal amount of such notes in cash on the settlement date. Promptly after 2 p.m. Eastern Time on June 27, 2025, the price determination date, unless extended with respect to any offer, the company will issue a press release specifying, among other things, the total consideration for each series of notes validly tendered and accepted.

In addition to the applicable total consideration, holders whose notes are accepted for purchase 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 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 principal amount purchased in the offers not exceed $750-million (U.S.), on the maximum purchase amount being sufficient to include the aggregate principal amount of 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) and on the company having raised by the settlement date net proceeds through one or more issuances of debt in the public or private capital markets, on terms reasonably satisfactory to the company, sufficient to purchase all notes validly tendered (and not validly withdrawn) up to the maximum purchase amount and accepted for purchase by the company in the offers and to pay accrued interest and all fees and expenses in connection with the offers. The company reserves the right, but is under no obligation, to increase or waive the maximum purchase 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 maximum purchase amount. If holders tender more notes in the offers than they expect to be accepted for purchase based on the maximum purchase amount and the company subsequently accepts more than such holders expected of such notes tendered as a result of an increase of the maximum purchase 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.

If the maximum purchase condition is not satisfied with respect to each series of notes, for (i) a series of notes (the first non-covered notes) for which the maximum purchase amount is less than the sum of the aggregate purchase amount for all validly tendered first non-covered notes and (y) the aggregate purchase amount for all validly tendered notes of all series having a higher acceptance priority level than the first non-covered notes, and (ii) all series of notes with an acceptance priority level lower than the first non-covered notes, the company may, at any time on or prior to the expiration date:

  1. Terminate an offer with respect to one or more series of non-covered notes for which the maximum purchase condition has not been satisfied, and promptly return all validly tendered notes of such series, and any other series of non-covered notes, to the respective tendering holders; or
  2. Waive the maximum purchase condition with respect to one or more series of non-covered notes and accept all notes of such series, and of any series of notes having a higher acceptance priority level, validly tendered;
  3. If there is any series of non-covered notes with a lower acceptance priority level than the first non-covered notes for which:
    1. The aggregate purchase amount necessary to purchase all validly tendered notes of such series, plus;
    2. The aggregate purchase amount necessary to purchase all validly tendered notes of all series having a higher acceptance priority level than such series of notes, other than any series of non-covered notes that has or have not also been accepted as contemplated by this clause (3), is equal to, or less than, the maximum purchase amount, accept all validly tendered notes of all such series having a lower acceptance priority level, until there is no series of notes with a higher or lower acceptance priority level to be considered for purchase for which the conditions set forth above are met.

It is possible that a series of notes with a particular acceptance priority level will fail to meet the conditions set forth above and therefore will not be accepted for purchase even if a series with a higher or lower acceptance priority level is accepted for purchase.

For purposes of determining whether the maximum purchase condition is satisfied, the company will assume that all notes tendered pursuant to the guaranteed delivery procedures will be duly delivered at or prior to the guaranteed delivery date and the company will not subsequently adjust the acceptance of the notes in accordance with the acceptance priority levels if any such notes are not so delivered. The company reserves the right, subject to applicable law, to waive the maximum purchase condition with respect to any offer.

The offers are subject to the satisfaction of these and certain other conditions as described in the offer to purchase. The company reserves the right, subject to applicable law, to waive any and all conditions to any offer. If any of the conditions is not satisfied, the company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event subject to applicable laws, and may terminate or alter any or all of the offers. The offers are not conditioned on the tender of any aggregate minimum principal amount of notes of any series (subject to minimum denomination requirements as set forth in the offer to purchase).

The company has retained J.P. Morgan Securities LLC, RBC Capital Markets LLC and Wells Fargo Securities LLC to act as lead dealer managers for the offers. Questions regarding the terms and conditions for the offers should be directed to J.P. Morgan Securities at 1-866-834-4666 (toll-free) or 1-212-834-3046 (collect), RBC Capital Markets at 1-877-381-2099 (toll-free) or 1-212-618-7843 (collect) or Wells Fargo Securities at 1-866-309-6316 (toll-free) or 1-704-410-4235 (collect).

Global Bondholder Services Corp. 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 Global Bondholder Services Corp. in New York by telephone at 1-212-430-3774 (for banks and brokers only) or 1-855-654-2015 (for all others toll-free), or by e-mail at contact@gbsc-usa.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the offers.

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 are advised to check with any 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 Telus Corp.

Telus is a world-leading communications technology company operating in more than 45 countries and generating over $20-billion in annual revenue with more than 20 million customer connections through the company's advanced suite of broadband services for consumers, businesses and the public sector. Telus is committed to leveraging its technology to enable remarkable human outcomes. Telus is passionate about putting the company's customers and communities first, leading the way globally in client service excellence and social capitalism. The company's Telus health business is enhancing more than 150 million lives across 200 countries and territories through innovative preventive medicine and well-being technologies. The company's Telus agriculture and consumer goods business utilizes digital technologies and data insights to optimize the connection between producers and consumers. Guided by the company's enduring "give where we live" philosophy, Telus, its team members and retirees have contributed $1.8-billion in cash, in-kind contributions, time and programs including 2.4 million days of service since 2000, earning the company the distinction of the world's most giving company.

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