Rogers Communications prices cash tender offers

Executive Summary

• Rogers Communications Inc. has announced the pricing terms for cash tender offers to purchase up to $1.25 billion (U.S.) aggregate total consideration of eight series of its outstanding U.S. dollar debt securities.
• The offers are subject to a consideration cap; if accepted, all validly tendered notes of a specific series will be purchased without proration.
• The tender offers expire at 5 p.m. Eastern Time on July 18, 2025, with settlement expected on July 23, 2025, including accrued and unpaid interest.

Key Details

• Aggregate Consideration Cap: Maximum of $1.25 billion (U.S.) for all series combined.
• Expiration Date: 5 p.m. Eastern Time on July 18, 2025 (subject to extension or earlier termination).
• Withdrawal Deadline: 5 p.m. Eastern Time on July 18, 2025 (subject to extension).
• Guaranteed Delivery Deadline: Second business day after expiration, expected to be 5 p.m. Eastern Time on July 22, 2025.
• Settlement Date: Third business day after expiration and first business day after guaranteed delivery, expected to be July 23, 2025.
• Payment Terms: Holders receive the applicable total consideration per $1,000 (U.S.) principal amount in cash, plus accrued and unpaid interest from the preceding interest payment date to (but excluding) the settlement date.
• Proration Policy: No series of notes will be subject to proration. If a series is accepted, all validly tendered and not withdrawn notes of that series are purchased.
• Consideration Cap Conditions: The company’s obligation is conditioned on the aggregate consideration not exceeding $1.25 billion. The company reserves the right to increase or waive the cap but provides no assurance it will do so.
• Dealer Managers: BofA Securities Inc., Citigroup Global Markets Inc., Mizuho Securities USA LLC, and Wells Fargo Securities LLC.
• Information and Tender Agent: D.F. King & Co. Inc.