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TORONTO, July 18, 2025 (GLOBE NEWSWIRE) — Rogers Communications Inc. (“Rogers” or the “Company”) (TSX: RCI.A and RCI.B; NYSE: RCI) today announced the pricing terms of its previously announced separate offers (the “Offers”) to purchase for cash any and all of the outstanding notes of each series listed in the table below (collectively, the “Notes”), up to a maximum of US$1,250,000,000 aggregate Total Consideration (as defined below). Subject to the Consideration Cap Condition (as defined below), the series of Notes that are purchased in the Offers will be based on the acceptance priority levels (each, an “Acceptance Priority Level”) set forth in the table below. If a given series of Notes is accepted for purchase pursuant to the Offers, all Notes of that series that are validly tendered and not validly withdrawn will be accepted for purchase. No series of Notes will be subject to proration pursuant to the Offers.
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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 “Offer to Purchase”) and the notice of guaranteed delivery attached as Appendix A thereto (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms used but not defined in this news release have the meanings given to them in the Offer to Purchase.
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Set forth in the table below is the applicable Total Consideration (as defined below) for each series of Notes, as calculated as of 2:00 p.m. (Eastern time) today, July 18, 2025, in accordance with the Offer to Purchase.
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| Acceptance Priority Level(1) | Title of Notes | Principal Amount Outstanding (in millions) | CUSIP / ISIN Nos.(2) | Reference Security(3) | Reference Yield | Bloomberg Reference Page(3) | Fixed Spread (Basis Points)(3) | Total Consideration(3) | |||
| 1 | 4.350% Senior Notes due 2049 | US$1,250 | 775109 BN0 / US775109BN09 | 4.625% U.S. Treasury due February 15, 2055 | 4.996% | FIT1 | +80 | US$814.59 | |||
| 2 | 3.700% Senior Notes due 2049 | US$1,000 | 775109 BP5 / US775109BP56 | 4.625% U.S. Treasury due February 15, 2055 | 4.996% | FIT1 | +70 | US$738.97 | |||
| 3 | 4.300% Senior Notes due 2048 | US$750 | 775109 BG5 / US775109BG57 | 5.000% U.S. Treasury due May 15, 2045 | 4.986% | FIT1 | +80 | US$814.06 | |||
| 4 | 4.500% Senior Notes due 2043 | US$500 | 775109 AX9 / US775109AX99 | 5.000% U.S. Treasury due May 15, 2045 | 4.986% | FIT1 | +85 | US$853.97 | |||
| 5 | 5.000% Senior Notes due 2044 | US$1,050 | 775109 BB6 / US775109BB60 | 5.000% U.S. Treasury due May 15, 2045 | 4.986% | FIT1 | +90 | US$900.44 | |||
| 6 | 5.450% Senior Notes due 2043 | US$650 | 775109AZ4 / US775109AZ48 | 5.000% U.S. Treasury due May 15, 2045 | 4.986% | FIT1 | +100 | US$940.99 | |||
| 7 | 2.900% Senior Notes due 2026 | US$500 | 775109 BF7 / US775109BF74 | 4.625% U.S. Treasury due November 15, 2026 | 4.006% | FIT4 | +45 | US$980.36 | |||
| 8 | 3.800% Senior Notes due 2032 | US$2,000 | 775109CC3 / C7923QAG3 / 775109CH2 / US775109CC35 / USC7923QAG31 / US775109CH22 | 4.250% U.S. Treasury due May 15, 2035 | 4.420% | FIT1 | +70 | US$926.39 | |||
| (1) | Subject to the satisfaction or waiver by the Company of the conditions of the Offers described in the Offer to Purchase, if the Consideration Cap Condition is not satisfied with respect to all series of Notes, the Company will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in this table (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 8 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase. | ||||||||||
| (2) | No representation is made by the Company as to the correctness or accuracy of the CUSIP numbers or ISINs listed in this news release or printed on the Notes. They are provided solely for convenience. | ||||||||||
| (3) | The total consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each US$1,000 principal amount of such series of Notes validly tendered for purchase has been based on the applicable fixed spread specified in this table for such series of Notes, plus the applicable yield based on the bid-side price of the applicable U.S. Treasury reference security as specified in this table, as quoted on the applicable Bloomberg Reference Page as of 2:00 p.m. (Eastern time) today, July 18, 2025. The Total Consideration does not include the applicable Accrued Coupon Payment (as defined below), which will be payable in cash in addition to the applicable Total Consideration. | ||||||||||
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The Offers will expire at 5:00 p.m. (Eastern time) today, July 18, 2025, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Expiration Date”). Notes may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) today, July 18, 2025, unless extended by the Company with respect to any Offer.
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For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) will be the second business day after the Expiration Date and is expected to be 5:00 p.m. (Eastern time) on July 22, 2025, unless extended with respect to any Offer (the “Guaranteed Delivery Date”).
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Provided that all conditions to the Offers have been satisfied or waived by the Company by the Expiration Date, the Company will pay the Total Consideration in respect of all Notes validly tendered and not validly withdrawn at or prior to the Expiration Date (and accepted for purchase by the Company) on the third business day after the Expiration Date and the first business day after the Guaranteed Delivery Date, which is expected to be July 23, 2025, unless extended by the Company with respect to any Offer (the “Settlement Date”).
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