Rogers announces tender offers for 8 series USD debt securities

Rogers announces tender offers for 8 series USD debt securities

TORONTO, July 02, 2025 -- Rogers Communications Inc. (“Rogers”) has announced the commencement of separate offers to purchase for cash up to C$400,000,000 in aggregate purchase price of its outstanding senior notes of each series [1]. 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. The maximum purchase amount may be increased, decreased, or waived by the company in its sole discretion.

The company has retained Merrill Lynch Canada Inc., RBC Dominion Securities Inc., Scotia Capital Inc., and TD Securities Inc. to act as joint lead dealer managers for the offers. The offers are subject to the satisfaction or waiver of certain conditions as described in the offer to purchase. Rogers has not set a minimum principal amount for the notes to be tendered.

The offers will expire at 5:00 p.m. (Eastern time) on July 18, 2025, unless extended or earlier terminated by the company. Notes tendered for purchase pursuant to an offer may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on July 18, 2025.

The total consideration for each series of notes payable per each C$1,000 principal amount of such series of notes validly tendered for purchase will be based on the applicable fixed spread specified in the table above for such series of notes, plus the applicable yield based on the bid-side price of the applicable Canadian reference security as specified in the table above, as quoted on the applicable Bloomberg Reference Page as of 11:00 a.m. (Eastern time) on July 21, 2025, unless extended by the company with respect to the applicable offer.

The applicable total consideration for each C$1,000 principal amount of such notes accepted by the company for purchase in the offers will be paid in cash by or on behalf of the company to the tender agent on the settlement date. The settlement date is expected to be July 23, 2025, the third business day after the expiration date, unless extended by the company with respect to such offer.

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 accepted 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.

The company reserves the right, but is under no obligation, to increase, decrease, or waive the maximum purchase amount, in its sole discretion, with or without extending the withdrawal date. 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.

Any notes validly tendered pursuant to the offers but not accepted for purchase by the company will be returned promptly to the tendering holders thereof. The company is not obligated to accept for payment, purchase, or pay for, and may delay the acceptance for payment of, any tendered notes if any of the conditions is not satisfied.

The offers are not conditioned on the tender of any aggregate minimum principal amount of notes of any series, the offers are not subject to a financing condition, and none of the offers is conditioned on the consummation of the other offers or any other offer by the company.

For questions regarding the terms and conditions for the offers or for copies of the offer to purchase, please contact BofA at (888) 292-0070 (toll-free) or (980) 387-3907 (collect), RBC at (877) 381-2099 (toll-free) or (416) 842-6311 (local), Scotia at 1-416-863-7438 (collect) or TD at 1-866-584-2096 (toll-free) or 1-416-982-6451 (collect).

References:
[1] https://www.globenewswire.com/news-release/2025/07/11/3113939/0/en/Rogers-Announces-Cash-Tender-Offers-for-Six-Series-of-Debt-Securities.html