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

An anonymous director reports ROGERS ANNOUNCES RESULTS AND UPSIZE OF ITS CASH TENDER OFFERS FOR EIGHT SERIES OF U.S. DOLLAR DEBT SECURITIES Rogers Communications Inc. has released (i) the release of the results of its previously announced eight separate offers to purchase for cash any and all of the outstanding notes of each series listed in the attached table, and (ii) that Rogers is increasing the aggregate total consideration payable for all notes it will accept for purchase in the offers, excluding accrued but unpaid interest, from the previously announced amount of $1.25-billion (U.S.) to $1.4-billion (U.S.). The increased consideration cap amount is sufficient to enable Rogers to accept for purchase all (1) 4.350-per-cent senior notes due 2049, (2) 3.700-per-cent senior notes due 2049, (3) 4.300-per-cent senior notes due 2048, (4) 4.500-per-cent senior notes due 2043 and (5) 5.000-per-cent senior notes due 2044, in each case, that were validly tendered prior to or at the expiration date and not validly withdrawn (as well as all of the notes of such series that were tendered pursuant to the guaranteed delivery procedures). The offers were made upon the terms and subject to the conditions set forth in the offer to purchase dated July 11, 2025, relating to the notes and the notice of guaranteed delivery attached as Appendix A thereto. The offers expired at 5 p.m. (Eastern time) on July 18, 2025. The guaranteed delivery date is 5 p.m. (Eastern time) on July 22, 2025. The settlement date will be July 23, 2025. According to information provided by D.F. King & Co. Inc., the information and tender agent in connection with the offers, $2,765,201,000 (U.S.) combined aggregate principal amount of notes were validly tendered prior to or at the expiration date and not validly withdrawn. In addition, $24,666,000 (U.S.) combined aggregate principal amount of notes were tendered pursuant to the guaranteed delivery procedures and remain subject to the holders' performance of the delivery requirements under such procedures. The attached table provides certain information about the offers, including the aggregate principal amount of each series of notes validly tendered and not validly withdrawn at or prior to the expiration date and the aggregate principal amount of notes reflected in notices of guaranteed delivery delivered at or prior to the expiration date pursuant to the tender offer documents. Over all, $1,707,133,000 (U.S.) aggregate principal amount of notes have been accepted for purchase, excluding the notes delivered pursuant to the guaranteed delivery procedures. The company's obligation to complete an offer with respect to a particular series of notes validly tendered is conditioned on the satisfaction of conditions described in the offer to purchase, including that the aggregate total consideration payable for all notes purchased in the offers not exceed the consideration cap amount (after giving effect to the increase described above), and on the consideration cap amount (after giving effect to the increase described above) being sufficient to pay the total consideration for all validly tendered and not validly withdrawn notes of such series (after accounting for all validly tendered notes that have a higher acceptance priority level). The purchase of all the notes validly tendered and not validly withdrawn in the offers (including those anticipated to be tendered pursuant to the guaranteed delivery procedures) would cause the consideration cap condition to not be satisfied with respect to all offers for the notes. Accordingly, in accordance with the consideration cap condition: Rogers has accepted for purchase all of the notes with an acceptance priority level in the table above of 1 through 5 (inclusive), in each case, that have been validly tendered and not validly withdrawn at or prior to the expiration date (and will accept all notes of such series that are properly tendered pursuant to the guaranteed delivery procedures). Rogers has not accepted for purchase any of the notes with an acceptance priority level in the table above of 6 through 8 (inclusive). Upon the terms and subject to the conditions set forth in the offer to purchase, holders whose notes have been accepted by the company for purchase in the offers will receive the applicable total consideration specified in the table above for each $1,000 (U.S.) principal amount of such notes in cash on the settlement date. In addition to the applicable total consideration, holders whose notes have been accepted by the company for purchase pursuant to an offer will receive a cash payment equal to the accrued and unpaid interest on such 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. Under no circumstances will any interest be payable because of any delay in the transmission of funds to holders by the Depository Trust Company (DTC) or its participants. The company has retained BofA Securities Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC and Wells Fargo Securities LLC to act as joint lead dealer managers for the offers. Questions regarding the terms and conditions for the offers should be directed to BofA Securities at 1-888-292-0070 (toll-free) or 1-980-387-3907 (collect), Citigroup Global Markets Inc. at 1-800-558-3745 (toll-free) or 1-212-723-6106 (collect), Mizuho Securities USA LLC at 1-866-271-7403 (toll-free) or 1-212-205-7741 (collect) or Wells Fargo Securities LLC at 1-866-309-6316 (toll-free) or 1-704-410-4235 (collect). D.F. King & Co. Inc. is acting as the information and tender agent for the offers. Questions or requests for assistance related to the offers or for additional copies of the offer to purchase may be directed to D.F. King in New York by telephone at 1-212-269-5550 (for banks and brokers only) or 1-877-478-5047 (for all others toll-free), or by e-mail at [email protected]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the offers. The tender offer documents can be accessed at the D.F. King website. If the company terminates any offer with respect to one or more series of notes, it will give prompt notice to the information and tender agent, and all notes tendered pursuant to such terminated offer will be returned promptly to the tendering holders thereof. With effect from such termination, any notes blocked in DTC will be released. About Rogers Communications Inc. Rogers is Canada's leading communications and entertainment company and its shares are publicly traded on the Toronto Stock Exchange and on the New York Stock Exchange. We seek Safe Harbor.