Rogers ups debt buyback to $1.4B, accepts all tenders

Executive Summary

• Rogers Communications Inc. announced the results of its cash tender offers for eight series of U.S. dollar debt securities, confirming that it has accepted for purchase $1.707 billion (U.S.) in aggregate principal amount of notes.
• The company increased the aggregate total consideration cap for the offers from $1.25 billion to $1.4 billion to maximize the number of notes accepted, though this cap was still insufficient to accept all validly tendered notes.
• Due to the consideration cap condition, Rogers accepted all notes with acceptance priority levels 1 through 5, while rejecting all notes with priority levels 6 through 8.

Key Details

• Transaction Type: Cash tender offers for eight series of senior notes.
• Consideration Cap Increase: Increased from $1.25 billion (U.S.) to $1.4 billion (U.S.).
• Total Validly Tendered: $2,765,201,000 (U.S.) combined aggregate principal amount of notes were validly tendered prior to expiration and not withdrawn.
• Guaranteed Delivery: $24,666,000 (U.S.) combined aggregate principal amount of notes were tendered pursuant to guaranteed delivery procedures.
• Accepted for Purchase: $1,707,133,000 (U.S.) aggregate principal amount of notes accepted (excluding guaranteed delivery notes).
• Rejection Logic:
  • Accepted: All notes with acceptance priority levels 1 through 5.
  • Rejected: All notes with acceptance priority levels 6 through 8.
• Accepted Series (Priority 1-5):
  1. 4.350% Senior Notes due 2049
  2. 3.700% Senior Notes due 2049
  3. 4.300% Senior Notes due 2048
  4. 4.500% Senior Notes due 2043
  5. 5.000% Senior Notes due 2044
• Settlement Terms:
  • Expiration Date: July 18, 2025, at 5 p.m. (Eastern time).
  • Guaranteed Delivery Date: July 22, 2025, at 5 p.m. (Eastern time).
  • Settlement Date: July 23, 2025.
  • Holders receive applicable total consideration per $1,000 (U.S.) principal amount plus accrued and unpaid interest from the preceding interest payment date to, but excluding, the settlement date.
• Agents and Dealers:
  • Tender/Information Agent: D.F. King & Co. Inc.
  • Joint Lead Dealer Managers: BofA Securities Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, and Wells Fargo Securities LLC.

Notable Quotes

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