Rogers Announces Upsizing and Results of its Cash Tender Offers for Canadian Dollar Debt Securities

Rhea-AI Summary

Rogers Communications (NYSE:RCI) announced the upsizing and results of its cash tender offers for Canadian dollar debt securities. The company increased its maximum purchase amount from C$400 million to accommodate full acceptance of three note series and C$300 million of a fourth series.

The company will accept for purchase: C$274.4 million of 4.25% Senior Notes due 2049, C$289.7 million of 2.90% Senior Notes due 2030, C$340.5 million of 3.30% Senior Notes due 2029, and C$300 million of 3.25% Senior Notes due 2029. The total tendered amount was C$2.17 billion. Rogers will not accept any tendered 4.25% Notes due 2032 or 3.65% Notes due 2027.

Settlement is expected on July 23, 2025, with pricing to occur on July 21, 2025.

Positive

• Strategic debt management through selective note repurchases
• Increased purchase capacity beyond initial C$400 million maximum
• Strong noteholder participation with C$2.17 billion total tender amount

Negative

• Significant cash outlay required for note repurchases
• Not all tendered notes will be accepted, potentially affecting investor relations

Insights

Corporate Finance Specialist

Rogers' upsized debt tender offer strategically reduces C$1.2B in higher-yielding debt, likely improving its future interest expense profile.

Rogers Communications has significantly expanded its debt repurchase program from the initially announced C$400 million to approximately C$1.2 billion. The company is prioritizing buying back four specific note series in full or partially: the 4.25% notes due 2049, 2.90% notes due 2030, 3.30% notes due 2029, and a portion of the 3.25% notes due 2029. Notably, they're declining to purchase any of the tendered 4.25% notes due 2032 or 3.65% notes due 2027.

This selective approach reveals a strategic debt management initiative likely aimed at optimizing Rogers' debt maturity profile and potentially reducing interest expenses. The company appears to be focusing on certain maturities while leaving others untouched, suggesting targeted financial engineering rather than an across-the-board debt reduction.

The pricing mechanism for these repurchases is based on fixed spreads above Canadian reference securities, with different spreads applied to each note series. For example, the 4.25% 2049 notes have a wider spread (+135 basis points) compared to the 2.90% 2030 notes (+70 basis points). This differential pricing structure allows Rogers to efficiently manage its capital allocation across various debt instruments.

What's particularly interesting is the oversubscription seen across all note series. The total tendered amount of C$2.17 billion significantly exceeded the company's purchase capacity, demonstrating strong noteholder interest in liquidating these positions. The company's decision to upsize from C$400 million to C$1.2 billion shows flexibility in its debt management approach and suggests comfort with its current liquidity position.

The settlement date of July 23, 2025, means Rogers will soon eliminate these debt obligations from its balance sheet, replacing them with whatever funding source they're using for the tender (likely new debt at potentially more favorable rates or existing cash reserves). Either way, this represents a significant refinancing of approximately C$1.2 billion in debt obligations.

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 separate offers (the “Offers”) to purchase for cash up to the Maximum Purchase Amount (as defined in the offer to purchase dated July 11, 2025 relating to the Notes (the “Offer to Purchase”)) of its outstanding senior notes of the series listed in the table below (collectively, the “Notes”), and (ii) that it has amended the Offers by increasing the Maximum Purchase Amount from C$400,000,000 to an amount sufficient to accept all tendered (1) 4.25% Senior Notes due 2049, (2) 2.90% Senior Notes due 2030 and (3) 3.30% Senior Notes due 2029, in each case in full, and approximately C$300 million principal amount of the 3.25% Senior Notes due 2029.

The Offers

The Offers were made upon the terms and subject to the conditions set forth in the Offer to Purchase. 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 (such date and time with respect to an Offer, the “Expiration Date”).

According to information provided by TSX Trust Company, the Tender Agent, C$2,168,414,000 combined aggregate principal amount of the Notes were validly tendered in connection with the Offers prior to or at the Expiration Date and not validly withdrawn at or prior to 5:00 p.m. (Eastern time) on July 18, 2025 (the “Withdrawal Date”). The table below provides certain information about the Offers, including the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn prior to the Withdrawal Date.

Title of Notes(1)	Principal Amount Outstanding (in millions)	CUSIP / ISIN Nos.(1)	Reference Security(2)	Bloomberg Reference Page(2)	Fixed Spread (Basis Points)(2)	Principal Amount Tendered (in millions)	Expected Principal Amount Accepted (in millions)
4.25% Senior Notes due 2049	C$300	775109CR0 / CA775109CR06	2.75% due 12/1/2055	FIT CAN0-50	+135	C$274.4	C$274.4
2.90% Senior Notes due 2030	C$500	775109CS8 / CA775109CS88	1.25% due 6/1/2030	FIT CAN0-50	+70	C$289.7	C$289.7
3.30% Senior Notes due 2029	C$500	775109CQ2 / CA775109CQ23	3.50% due 9/1/2029	FIT CAN0-50	+75	C$340.5	C$340.5
3.25% Senior Notes due 2029	C$1,000	775109BJ9 / CA775109BJ98	4.00% due 3/1/2029	FIT CAN0-50	+70	C$519.4	C$300.0
4.25% Senior Notes due 2032	C$1,000	775109BV2 / CA775109BV27	1.50% due 12/1/2031	FIT CAN0-50	+110	C$427.4	nil
3.65% Senior Notes due 2027	C$1,500	775109BK6 / CA775109BK61	3.00% due 2/1/2027	FIT CAN0-50	+73.5	C$317.0	nil
(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 C$1,000 principal amount of such series of Notes validly tendered and accepted for purchase by the Company will be based on the applicable Fixed Spread specified in the table above for such series of Notes, plus the applicable yield based on the bid-side price of the applicable Canadian reference security as specified in the table above, as quoted on the applicable Bloomberg Reference Page as of 11:00 a.m. (Eastern time) on July 21, 2025, unless extended by the Company with respect to the applicable Offer. The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration.

Expected Accepted Principal Amounts

The Company expects to accept for purchase the following Notes tendered into the applicable Offer:

1. C$274.4 million aggregate principal amount of the 4.25% Senior Notes due 2049,
2. C$289.7 million aggregate principal amount of the 2.90% Senior Notes due 2030,
3. C$340.5 million aggregate principal amount of the 3.30% Senior Notes due 2029, and
4. C$300.0 million aggregate principal amount of the 3.25% Senior Notes due 2029, on a pro rata basis, with the actual amount accepted to be adjusted for rounding due to proration.

The Company does not expect to accept any of the tendered 4.25% Senior Notes due 2032 or 3.65% Senior Notes due 2027.

Pricing and Settlement

Pricing in respect of the Notes is expected to occur at 11:00 a.m. (Eastern time) on July 21, 2025, following which the Company will announce the Offer Yield (or its component parts) and the Total Consideration for each series of Notes validly tendered that the Company has accepted for purchase pursuant to the Offers.

The “Settlement Date” in respect of any Notes validly tendered and accepted for purchase by the Company pursuant to the Offer for such Notes is expected to be July 23, 2025 (the “Settlement Date”), the third business day after the Expiration Date. The Company will also pay an Accrued Coupon Payment in respect of Notes validly tendered and accepted for purchase by the Company pursuant to the Offer for such Notes. Holders whose Notes are accepted for purchase by the Company pursuant to the Offers will lose all rights as a Holder of the tendered Notes and interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers.

The Company has retained Merrill Lynch Canada Inc. (“BofA”), RBC Dominion Securities Inc. (“RBC”), Scotia Capital Inc. (“Scotia”) and TD Securities Inc. (“TD”) to act as joint lead dealer managers (collectively, the “Dealer Managers”) for the Offers. Questions regarding the Offers should be directed to BofA at (888) 292-0070 (toll-free) or (980) 387-3907 (collect), RBC at (877) 381-2099 (toll-free) or (416) 842-6311 (local), Scotia at 1-416-863-7438 (collect) or TD at 1-866-584-2096 (toll-free) or 1-416-982-6451 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.

TSX Trust Company is acting as Tender Agent for the Offers. TMX Investor Solutions Inc. is acting as the Information Agent for the Offers.

If the Company terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the 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 CDS 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 were made solely pursuant to the Offer to Purchase.

This news release does not constitute an offer or an invitation by, or on behalf of, us or the Dealer Managers (i) to participate in the Offers in the United States; (ii) to, or for the account or benefit of, any “U.S. person” (as such term is defined in Regulation S of the U.S. Securities Act of 1933, as amended); or (iii) to participate in the Offers in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction, and such persons are not eligible to participate in or tender any securities pursuant to the Offers. The distribution of this news release may be restricted by law in certain jurisdictions. Persons into whose possession this news release comes are required by us and the Dealer Managers to inform themselves about and to observe any such restrictions. This news release, the Offer to Purchase and any other offering material or advertisements in connection with the Offers may not be used for or in connection with an offer or solicitation by or to (i) any person in the United States; (ii) any U.S. person; (iii) any person in any jurisdiction in which such offer or solicitation is not authorized; or (iv) any person to whom it is unlawful to make such offer or solicitation. 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 into the United States or any such other jurisdiction (except in compliance with any applicable rules or regulations of such other jurisdiction). Tenders will not be accepted from any Holder located or resident in the United States or from, or for the account or benefit of, U.S. persons.

Those jurisdictions where the securities or other laws require the Offers to be made by a licensed broker or dealer, the Offers shall be deemed to be made on our behalf by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdictions.

Forward-looking Information

This news release includes “forward-looking information” within the meaning of applicable Canadian securities laws (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 statements regarding the series of Notes and amount thereof expected to be accepted for purchase pursuant to the Offers 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. We are 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 Offers. Readers are cautioned that such information may not be appropriate for other purposes.

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

What is the total amount of notes Rogers (NYSE:RCI) will purchase in its tender offer?

Rogers will purchase approximately C$1.2 billion in total, comprising full acceptance of three note series and C$300 million of 3.25% Senior Notes due 2029.

When is the settlement date for Rogers' tender offer?

The settlement date is expected to be July 23, 2025, which is three business days after the expiration date.

Which Rogers note series were not accepted in the tender offer?

Rogers will not accept any of the tendered 4.25% Senior Notes due 2032 or 3.65% Senior Notes due 2027.

How much did Rogers increase its maximum purchase amount?

Rogers increased the maximum purchase amount from the initial C$400 million to an amount sufficient to accept three note series in full plus C$300 million of a fourth series.

What was the total amount of notes tendered in Rogers' offer?

A total of C$2.17 billion combined aggregate principal amount of notes were validly tendered prior to the expiration date.