Rogers Communications Inc. Announces Consent Requests | Panda Anku

  • Rogers intends to extend the special mandatory redemption date to ensure funding remains in place should the Shaw transaction close after December 31, 2022
  • Reaffirms Rogers’ commitment to see the Shaw transaction through to completion

TORONTO, Aug. 22, 2022 (GLOBE NEWSWIRE) — Rogers Communications Inc. (“RCI”) announced today that it has commenced consent requests to amend the debentures representing five series of its outstanding US dollar denominated debentures (collectively the “USD Consent Solicitations”) and three series of its outstanding Canadian dollar senior notes (collectively, the “CAD Consent Solicitations”), as set forth in the table below, each issued in anticipation of the Proposed Acquisition of Shaw Communications Inc. ( such acquisition, the “Agreement”). All capitalized terms used in this press release but not defined here have the meaning given to them in the Consent Statements (as defined below).

Title of the note series Total Principal Amount Outstanding Initial consent fee (1) Additional consent fee (1)
2.95% Senior Notes due 2025 $1,000,000,000 $23.50 $11.45
3.20% Senior Notes due 2027 $1,300,000,000 $30.60 $15.00
3.80% Senior Notes due 2032 $2,000,000,000 $40.40 $19.90
4.50% Senior Notes due 2042 $750,000,000 $62.60 $31.00
4.55% Senior Notes due 2052 $2,000,000,000 $61.70 $30.55
3.75% Senior Notes due 2029 $1,000,000,000 CAD C$36.50 C$17.95
4.25% Senior Notes due 2032 $1,000,000,000 CAD C$37.25 $18.30 CAD
5.25% Senior Notes due 2052 $1,000,000,000 CAD C$39.60 $19.50 CAD
(1) For each US$1,000 principal amount of US dollar-denominated Notes (the “USD Notes”) or CAD$1,000 principal amount of Canadian dollar-denominated Notes (the “CAD Notes” and together with the USD – Notes the “Notes”) , as applicable.

Pursuant to the applicable agreements, RCI is obligated to redeem the outstanding Notes of each Series at a redemption price equal to 101% of the aggregate principal amount of the Notes of such Series plus accrued and unpaid interest, if any, but excluding the date of such mandatory redemption if ( i) the Arrangement is not consummated prior to December 31, 2022 (the “SMR External Date”), (ii) the Arrangement Agreement is terminated at any time prior to the SMR External Date (other than as a result of the Completion of the Agreement), or (iii) RCI publicly announces at any time prior to the SMR outdoor date that it will no longer pursue the execution of the Agreement. Subject to the terms and conditions set forth in the Consent Forms, RCI will obtain the required consents (as defined below) from the holders of each Series of Notes in order to amend the Applicable Notes to meet the SMR Outside Date as of December 31, 2019. December 2022 to be extended to December 31, 2023 (collectively, the “Proposed Changes”). Acceptance of the proposed amendment in relation to a series of Notes requires the approval of the holders of at least a majority of the principal amount of the outstanding Notes of such Series as at the Relevant Date (in relation to a number of Notes, a “Required Approval”). Obtaining the required consent in respect of any Series of Notes is not a condition to the completion of the obtaining of consent in respect of any other Series of Notes.

Each USD Consent Solicitation and CAD Consent Solicitation will end at 5:00 p.m. Eastern Time on August 31, 2022 (the date and time relating to such USD Consent Solicitation or CAD Consent Solicitation, as applicable, as such may be extended by RCI from time to time, in its sole discretion, the “Expiry Time”). Only registered holders of the Notes of a Series as of 5:00 p.m. Eastern Time on August 19, 2022 (the “Record Date”) are entitled to give consents to the proposed amendment applicable to that Series of Notes in the Applicable Consent Form. RCI, in its sole discretion, may terminate, add to, or modify any consent collection at any time as described in the Consent Collection Statements.

Only Noteholders as of the Record Date who provide valid consent prior to the Expiry Time (and in the case of USD Notes not withdrawing such consent prior to (x) the relevant Effective Date and (whichever is earlier). y) 17 :00 p.m. Eastern Time on August 31, 2022 (the “Consent Withdrawal Period”)) are entitled to receive consideration for providing consent, subject to the terms of such consent collection. The initial Consent Fee for each principal amount of US$1,000 or CAD$1,000 per principal amount of Notes of a Series for which valid Consent has been given prior to the Expiry Time and, in the case of USD Notes, not validly revoked prior to the applicable Consent Revocation Deadline as set forth in the table above (each an “Initial Consent Fee”). In addition, Noteholders as of the Record Date who have provided valid consent (and received an initial consent fee for such consent) prior to the Expiration Time will also receive the additional consent fee set out in the table above (each, an “Additional Consent Fee”) in respect of the same Notes for which an initial consent fee has been paid to such holders if (and only if) as at 31 December 2022 (i) the Arrangement has not been consummated and (ii) RCI is not obligated under the specific mandatory redemption provision of the applicable contract which Redeem Notes of such Series (collectively, the “Additional Fee Requirements for Consent”). There is no guarantee that the Additional Consent Fee requirements will be met and consequently there is no guarantee that each Holder will receive an Additional Consent Fee. No Initial Consent Fee (or Additional Consent Fee) will be paid in respect of any Series of Notes if the Required Consent in respect of such Series is not received prior to the Term Time.

This press release is for informational purposes only and the solicitation of consent is being made solely on the terms and subject to the terms set forth in the relevant statement of consent solicitation dated 22/22 (sometime a “Consent Solicitation Statement”). Further, this press release does not constitute an offer to sell, or the solicitation of an offer to purchase, the Notes or any other security. The Consent Solicitation Statements do not constitute a solicitation of consent in any jurisdiction in which, or to, or from any person to or from which it is unlawful under applicable securities laws to make such a collection. Copies of the Consent Solicitation Statements are available from DF King & Co., Inc., the Information and Tabulation Agent for the USD Consent Solicitations, at (212) 269-5550 (banks and brokers), (877) 783-5524 (all others, toll-free) or by email at rci@dfking.com and to TSX Investor Solutions Inc., the information agent for CAD Consent Solicitations, by email at INFO_TMXIS@tmx.com. Noteholders are urged to review the Consent Solicitation Statements for the detailed terms of the consent solicitations and the procedures for consenting to the proposed changes. Anyone with questions regarding the USD Consent Solicitations should contact the Lead Solicitation Agents as follows:

BofA Securities, Inc.
620 South Tryon St
Charlotte, NC 28255
Attn: liability management
Toll Free: (888) 292-0070
Collect: (980) 683-3215
Call: (704) 560-7937
Email: credit_advisory@bofa.com
RBC Capital Markets, LLC
200 Vesey Street, 8th floor
New York, New York 10281
Attn: Liability Management Group
Toll-free: +1 (877) 381-2099
Call: +1 (212) 618-7843
Email: liability.management@rbccm.com
Scotia Capital (USA) Inc.
250 Vesey Street
New York, New York 10281
Attn: Debt Capital Markets
Toll-free: +1 (800) 372-3930
Collect: +1 (212) 225-5559
Email: LM@scotiabank.com

Anyone with questions regarding the CAD Consent Solicitations should contact the Lead Solicitation Agents as follows:

Merrill Lynch Canada Inc.
Brookfield Place
Bay/Wellington Tower
181 Bay Street, Suite 400
Toronto, Ontario M5J 2V8
Toll Free: (888) 292-0070
Collect: (980) 683-3215
Call: (704) 560-7937
Email: kreditenberatung@bofa.com
RBC Dominion Securities Inc.
200 Bay Street, Royal Bank Plaza North Tower, 2ndnd floor
Toronto, Ontario M5J 2W7
Attention: Liability Management Group
Phone (Local): (416) 842-6311
Telephone (toll free): (877) 381-2099
Email: liability.management@rbccm.com
Scotia Capital Inc.
40 King Street West
66th floor
Toronto, Ontario M5H 1H1
Toll-free: +1 (800) 372-3930
Collect: +1 (212) 225-5559
Email: LM@scotiabank.com

About Rogers Communications Inc.

Rogers is a leading Canadian technology and media company providing communications services and entertainment to consumers and businesses. Rogers shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and the New York Stock Exchange (NYSE: RCI). For more information, visit: www.rogers.com or http://investors.rogers.com.

Caution with forward-looking statements

This document may contain certain forward-looking information and forward-looking statements within the meaning of applicable securities laws. These statements are based on management’s current expectations or beliefs and are subject to uncertainties and changes in circumstances. Actual results could differ materially from those expressed in the statements contained herein due to changes in economic, business, competitive, technological, strategic and/or regulatory factors, industry structure and stability, the impact of the COVID-19 pandemic and other influencing factors or implied results deviate from RCI’s operations.

For more informations:

Rogers Communications media contact
1-844-226-1338
media@rci.rogers.com

Contacts of the Rogers Communications Investment Community
Paul Carpino
647-435-6470
paul.carpino@rci.rogers.com

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