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Rogers Communications Inc. Announces Successful Completion of Consent Solicitations to Extend Special Mandatory Redemption Date for all Senior Notes

Rogers Communications, Inc.
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In This Article:

Rogers Communications, Inc.
Rogers Communications, Inc.

• All Series of Senior Notes which are Subject to a Special Mandatory Redemption Will Have the Special Mandatory Redemption Date Extended to December 31, 2023

• Extension of Special Mandatory Redemption Date Ensures Bond Financing Remains in Place if Closing of Shaw Transaction Takes Place in 2023

TORONTO, Aug. 31, 2022 (GLOBE NEWSWIRE) --  Rogers Communications Inc. (“RCI”) today announced that, in connection with its previously announced consent solicitations, holders of a majority of the principal amount outstanding of each of the respective series of notes listed below (the “Notes”) have delivered consents to amend the indentures governing those Notes as contemplated by the previously announced consent solicitations. As a result, the Special Mandatory Redemption Outside 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 remain available for a further year to December 31, 2023 if the closing of the Shaw Communications acquisition takes place in 2023. All capitalized terms used in this press release but not defined herein have the meaning given to them in RCI’s press release of August 22, 2022.

Title of Series of Notes

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 related to the Notes expired as of 5:00 p.m., Eastern time, on August 31, 2022 (the “Expiration Time”). RCI will pay the applicable Initial Consent Fees to the applicable tabulation agent for distribution to holders of the Notes who delivered valid consents (and did not, in the case of the US dollar denominated Notes, validly revoke such consents) prior to the Expiration Time (such holders, the “consenting holders”) on or before September 9, 2022. The aggregate Initial Consent Fees payable by RCI are approximately Cdn$520 million. In addition, RCI will pay the applicable Additional Consent Fees to the applicable tabulation agent for distribution to the consenting holders within five business days following December 31, 2022 if (and only if), as of December 31, 2022, (i) the Arrangement has not yet been consummated and (ii) RCI has not become obligated under the special mandatory redemption provision of the applicable indenture to redeem the Notes of such series (collectively, the “Additional Consent Fee Requirements”). There can be no assurance that the Additional Consent Fee Requirements will be satisfied and, as a result, there can be no assurance that any holder will receive any Additional Consent Fee. RCI, Rogers Communications Canada, Inc., as Guarantor, and the applicable trustee will execute amending supplemental indentures for each series of Notes to amend the applicable indentures to extend the Special Mandatory Redemption Outside Date from December 31, 2022 to December 31, 2023.

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