Rogers Announces Results and Upsize of its Cash Tender Offers for Eight Series of U.S. Dollar Debt Securities
Rogers Communications (NYSE:RCI) announced the results of its cash tender offers for eight series of U.S. dollar debt securities and increased the total consideration cap from US$1.25 billion to US$1.4 billion. The company received US$2.77 billion in total tender offers, with an additional US$24.67 million tendered through guaranteed delivery procedures.
Due to the consideration cap, Rogers accepted for purchase only the Notes with Acceptance Priority Levels 1-5, totaling US$1.71 billion in aggregate principal amount. This includes all validly tendered 4.350% Senior Notes due 2049, 3.700% Senior Notes due 2049, 4.300% Senior Notes due 2048, 4.500% Senior Notes due 2043, and 5.000% Senior Notes due 2044. Notes with priority levels 6-8 were not accepted.
Rogers Communications (NYSE:RCI) ha annunciato i risultati delle sue offerte in contanti per otto serie di titoli di debito in dollari USA e ha aumentato il limite massimo di considerazione da 1,25 miliardi di dollari a 1,4 miliardi di dollari. La società ha ricevuto offerte totali per 2,77 miliardi di dollari, con un ulteriore 24,67 milioni di dollari offerti tramite procedure di consegna garantita.
A causa del limite massimo di considerazione, Rogers ha accettato per l'acquisto solo le obbligazioni con livelli di priorità di accettazione da 1 a 5, per un importo aggregato totale di 1,71 miliardi di dollari. Questo include tutte le obbligazioni valide con cedola 4,350% scadenza 2049, 3,700% scadenza 2049, 4,300% scadenza 2048, 4,500% scadenza 2043 e 5,000% scadenza 2044. Le obbligazioni con livelli di priorità da 6 a 8 non sono state accettate.
Rogers Communications (NYSE:RCI) anunció los resultados de sus ofertas públicas de compra en efectivo para ocho series de valores de deuda en dólares estadounidenses y aumentó el límite total de consideración de US$1.25 mil millones a US$1.4 mil millones. La empresa recibió ofertas totales por US$2.77 mil millones, con un adicional de US$24.67 millones ofrecidos mediante procedimientos de entrega garantizada.
Debido al límite de consideración, Rogers aceptó para compra únicamente los bonos con niveles de prioridad de aceptación del 1 al 5, totalizando un monto principal agregado de US$1.71 mil millones. Esto incluye todos los bonos senior válidamente ofrecidos con tasa 4.350% vencimiento 2049, 3.700% vencimiento 2049, 4.300% vencimiento 2048, 4.500% vencimiento 2043 y 5.000% vencimiento 2044. Los bonos con niveles de prioridad del 6 al 8 no fueron aceptados.
Rogers Communications (NYSE:RCI)는 8개 시리즈의 미 달러 채무 증권에 대한 현금 공개매수 결과를 발표하고 총 인수 한도를 12억 5천만 달러에서 14억 달러로 상향 조정했습니다. 회사는 총 27억 7천만 달러의 공개매수 제안을 받았으며, 추가로 2467만 달러가 보증된 인도 절차를 통해 제출되었습니다.
인수 한도 때문에 Rogers는 인수 우선순위 수준 1-5에 해당하는 노트만 구매를 수락했으며, 총 원금 합계는 17억 1천만 달러입니다. 여기에는 2049년 만기 4.350% 선순위 채권, 2049년 만기 3.700% 선순위 채권, 2048년 만기 4.300% 선순위 채권, 2043년 만기 4.500% 선순위 채권, 2044년 만기 5.000% 선순위 채권이 모두 포함됩니다. 우선순위 수준 6-8의 노트는 수락되지 않았습니다.
Rogers Communications (NYSE:RCI) a annoncé les résultats de ses offres de rachat en espèces pour huit séries de titres de dette en dollars américains et a augmenté le plafond total de la contrepartie de 1,25 milliard de dollars à 1,4 milliard de dollars. La société a reçu des offres totales d’un montant de 2,77 milliards de dollars, avec un montant supplémentaire de 24,67 millions de dollars soumis via des procédures de livraison garantie.
En raison du plafond de la contrepartie, Rogers n’a accepté d’acheter que les obligations avec des niveaux de priorité d’acceptation de 1 à 5, totalisant un montant principal agrégé de 1,71 milliard de dollars. Cela inclut toutes les obligations senior valablement proposées à 4,350 % échéance 2049, 3,700 % échéance 2049, 4,300 % échéance 2048, 4,500 % échéance 2043 et 5,000 % échéance 2044. Les obligations avec des niveaux de priorité 6 à 8 n’ont pas été acceptées.
Rogers Communications (NYSE:RCI) gab die Ergebnisse seiner Barübernahmeangebote für acht Serien von US-Dollar-Schuldverschreibungen bekannt und erhöhte die Gesamtkaufpreissumme von 1,25 Milliarden US-Dollar auf 1,4 Milliarden US-Dollar. Das Unternehmen erhielt Gesamtangebote in Höhe von 2,77 Milliarden US-Dollar, zusätzlich wurden 24,67 Millionen US-Dollar über garantierte Lieferverfahren angeboten.
Aufgrund der Obergrenze akzeptierte Rogers nur die Schuldverschreibungen mit Akzeptanzprioritätsstufen 1-5 zum Kauf, mit einem aggregierten Nennbetrag von 1,71 Milliarden US-Dollar. Dies umfasst alle gültig angebotenen 4,350% Senior Notes fällig 2049, 3,700% Senior Notes fällig 2049, 4,300% Senior Notes fällig 2048, 4,500% Senior Notes fällig 2043 und 5,000% Senior Notes fällig 2044. Schuldverschreibungen mit Prioritätsstufen 6-8 wurden nicht akzeptiert.
- Increased consideration cap by US$150 million to US$1.4 billion, showing financial flexibility
- Strong investor participation with US$2.77 billion in tender offers received
- Successful debt management strategy targeting longer-dated securities
- Unable to accept all tendered notes due to consideration cap limitations
- Holders of notes with priority levels 6-8 had their tenders rejected
- Significant premium payments required for note repurchases, ranging from 73.9% to 98.0% of face value
Insights
Rogers upscales debt repurchase by $150M to $1.4B, prioritizing longer-dated notes while reducing future interest obligations.
Rogers has successfully executed a strategic debt tender offer, increasing the purchase cap from
The company employed a calculated prioritization approach, focusing on longer-dated maturities with moderate coupons. Notes were accepted in order of priority with the 4.350% 2049 notes receiving highest preference, followed by 3.700% 2049s, 4.300% 2048s, 4.500% 2043s, and 5.000% 2044s. Rogers accepted
The pricing reveals Rogers' debt optimization strategy - offering greater discounts on lower-coupon, longer-dated paper. The 3.700% 2049 notes were purchased at just
This transaction accomplishes several financial objectives: it reduces Rogers' overall debt load, extends the company's average debt maturity profile by removing longer-dated securities, and potentially decreases annual interest expenses by retiring higher coupon debt. The substantial investor participation - with
TORONTO, July 21, 2025 (GLOBE NEWSWIRE) -- Rogers Communications Inc. (“Rogers” or the “Company”) (TSX: RCI.A and RCI.B; NYSE: RCI) announced (i) the release of the results of its previously announced eight 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”), 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 US
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 (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.
The Offers expired at 5:00 p.m. (Eastern time) on July 18, 2025 (the “Expiration Date”). The Guaranteed Delivery Date is 5:00 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, US
| Acceptance Priority Level | Title of Notes | Principal Amount Outstanding (in millions) | CUSIP / ISIN Nos.(1) | Total Consideration(2) | Principal Amount Tendered(3) | Principal Amount Accepted(3) | Principal Amount Reflected in Notices of Guaranteed Delivery | |
| 1 | Notes due 2049 | US | 775109 BN0 / US775109BN09 | US | US | US | US | |
| 2 | Notes due 2049 | US | 775109 BP5 / US775109BP56 | US | US | US | US | |
| 3 | Notes due 2048 | US | 775109 BG5 / US775109BG57 | US | US | US | US | |
| 4 | Notes due 2043 | US | 775109 AX9 / US775109AX99 | US | US | US | nil | |
| 5 | Notes due 2044 | US | 775109 BB6 / US775109BB60 | US | US | US | US | |
| 6 | Notes due 2043 | US | 775109AZ4 / US775109AZ48 | US | US | nil | US | |
| 7 | Notes due 2026 | US | 775109 BF7 / US775109BF74 | US | US | nil | US | |
| 8 | Notes due 2032 | US | 775109CC3 / C7923QAG3 / 775109CH2 / US775109CC35 / USC7923QAG31 / US775109CH22 | US | US | nil | US | |
| (1) | 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. | |||||||
| (2) | The total consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each US | |||||||
| (3) | The amounts exclude the principal amounts of Notes for which Holders have complied with certain procedures applicable to guaranteed delivery pursuant to the Guaranteed Delivery Procedures. Such amounts remain subject to the Guaranteed Delivery Procedures. Notes tendered pursuant to the Guaranteed Delivery Procedures are required to be tendered at or prior to 5:00 p.m. (Eastern time) on July 22, 2025. | |||||||
Overall, US
(i) 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), and
(ii) 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 US
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 (the “Accrued Coupon Payment”). 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 (the “Dealer Managers”) for the Offers. Questions regarding the terms and conditions for the Offers should be directed to BofA Securities, Inc 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 & Co., Inc. 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 email at rci@dfking.com. 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 following link: www.dfking.com/rci.
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.
Offer and Distribution Restrictions
This news release is for informational purposes only. This news release is not an offer to purchase or a solicitation of an offer to sell any Notes or any other securities of the Company or any of its subsidiaries. The Offers are being made solely pursuant to the Offer to Purchase. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction. In any jurisdiction in which the securities or “blue sky” laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to have been made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
No action has been or will be taken in any jurisdiction that would permit the possession, circulation or distribution of either this news release, the Offer to Purchase or any material relating to the Company or the Notes in any jurisdiction where action for that purpose is required. Accordingly, neither this news release, the Offer to Purchase nor any other offering material or advertisements in connection with the Offers may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.
Caution Concerning Forward-looking Statements
This news release includes “forward-looking information” within the meaning of applicable Canadian securities laws, and “forward-looking statements”, within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking information” or “forward-looking statements”), about, among other things, the terms and timing for completion of the Offers, including the acceptance for purchase of Notes validly tendered, the Consideration Cap Amount and the expected Settlement Date.
This forward-looking information is based on a number of expectations and assumptions as of the date of this news release. Actual events and results may differ materially from what is expressed or implied by forward‐looking information if the underlying expectations and assumptions prove incorrect or our objectives, strategies or intentions change or as a result of risks, uncertainties and other factors, many of which are beyond our control, including, but not limited to, the risks described under the headings “About Forward Looking Information” and “Risks and Uncertainties Affecting our Business” in our management’s discussion and analysis for the year ended December 31, 2024. The Company is under no obligation to update or alter any statements containing forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
Forward-looking information is provided herein for the purpose of giving information about the proposed Offers. Readers are cautioned that such information may not be appropriate for other purposes. 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 the Consideration Cap Condition. Accordingly, there can be no assurance that repurchases of the Notes under the Offers will occur at all or at the expected time indicated in this news release.
About Rogers Communications Inc.
Rogers is Canada’s leading communications and entertainment company and its shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI). For more information, please visit rogers.com or investors.rogers.com.
For more information:
Investor Relations
investor.relations@rci.rogers.com
1-844-801-4792
FAQ
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