Rogers Communications Inc. announces the successful completion of consent requests to extend the special mandatory redemption date for all Senior Notes | Panda Anku

Rogers Communications, Inc.

Rogers Communications, Inc.

• For all Series of Senior Notes subject to a Special Compulsory Redemption, the Special Compulsory Redemption Date will be extended to 31 December 2023

• The extension of the special mandatory redemption date ensures that bond funding will remain in place when the Shaw transaction closes in 2023

TORONTO, Aug. 31, 2022 (GLOBE NEWSWIRE) — Rogers Communications Inc. (“RCI”) announced today that in connection with its previously announced consent requests, holders of a majority of the outstanding principal amount of each of the respective Series of Notes listed below ( the “Notes”) have consented to the amendment of the contracts governing such Notes pursuant to previously announced consent requests. As a result, the Special Mandatory Redemption Date for the Notes will be extended by one year to December 31, 2023 to ensure that the proceeds from the issuance of the Notes will remain available for an additional year to December 31, 2023 when the closing of the acquisition of Shaw Communications takes place in 2023. All capitalized terms used in this press release but not defined herein have the meaning assigned to them in RCI’s press release dated August 22, 2022.

Title of the note series

2.95% Senior Notes due 2025

3.20% Senior Notes due 2027

3.80% Senior Notes due 2032

4.50% Senior Notes due 2042

4.55% Senior Notes due 2052

3.75% Senior Notes due 2029

4.25% Senior Notes due 2032

5.25% Senior Notes due 2052

The consent solicitations in connection with the Notes expired at 5:00 p.m. Eastern Time on August 31, 2022 (the “Expiry Time”). RCI will pay the applicable Initial Consent Fees to the applicable tabulator for distribution to Noteholders who have given valid consents (and in the case of the US Dollar-denominated Notes have not validly revoked those consents) prior to the Expiry Time (such holders, the “Consent holder”) on or before September 9, 2022. Total initial registration fees payable by RCI are approximately $520 million. In addition, within five business days after December 31, 2022, RCI will pay the applicable additional consent fees to the applicable tabulation agent for distribution to consenting holders if (and only if) as of December 31, 2022 (i) the Agreement has not been consummated and (ii) RCI is not obligated to redeem the Notes of such Series pursuant to the specific mandatory redemption provision of the applicable contract (collectively, the “Additional Consent Fee Requirements”). 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. RCI, Rogers Communications Canada, Inc., as Guarantor, and the relevant Trustee will execute Supplemental Agreements for each Series of Notes to amend the applicable agreements to accommodate the outside of the Special Mandatory Redemption Date of December 31, 2022 through December 31, 2022. December 2023 to be extended.

This press release is for informational purposes only and does not alter any consents that have expired and were made solely on the terms and subject to the terms set forth in the applicable consents. 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 from whom it is unlawful under applicable securities laws to make such a collection. Copies of the Consent Forms may be obtained from DF King & Co., Inc., the information and table facility for the United States Dollar Denominated Notes Consent Requests, at (212) 269-5550 (banks and brokers), (877) 783 -5524 (all others, toll-free) or by email at rci@dfking.com and TSX Investor Solutions Inc., the information agent for consent requests in relation to Notes denominated in Canadian dollars, by email at INFO_TMXIS@tmx.com. Any person with questions regarding the consent solicitations relating to the US Dollar Denominated Notes 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

Any person with questions regarding the consent requests relating to Canadian Dollar Notes 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 or implied herein as a result of 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 RCI’s business.

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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