Rogers Communications Inc. Announces Pricing of Public Offering of US$1 billion Fixed-to-Fixed Rate Subordinated Notes and Canadian Private Placement of Cdn$600 million Fixed-to-Fixed Rate Subordinated Notes

Rogers prices long-dated US and Canadian subordinated note offerings to fund redemption of higher-maturity subordinated debt.

Rhea-AI Summary

Rogers Communications (RCI) priced a US public offering of US$1 billion fixed-to-fixed rate subordinated notes and a C$600 million Canadian private placement of fixed-to-fixed rate subordinated notes, all due 2057.

The US Notes comprise US$500 million of 7.150% notes and US$500 million of 7.400% notes. The Canadian Notes bear interest at 6.000%. Net proceeds are expected to be about US$990 million and C$595 million, respectively, and will be used to redeem or purchase 5.00% and/or 5.25% subordinated notes maturing in 2081 and 2082. Both offerings are expected to close on September 23, 2026, subject to customary conditions.

Positive

• US subordinated notes US$1.0 billion total, net proceeds about US$990 million
• Canadian subordinated notes C$600 million, net proceeds about C$595 million
• Use of proceeds applied to redeem or purchase 5.00% and/or 5.25% subordinated notes due 2081 and 2082

Negative

• Coupon step-up new notes carry 6.000%–7.400% rates vs 5.00%–5.25% on notes targeted for redemption

News Explained

Rogers has priced the US$1 billion and C$600 million subordinated-note offerings, but both remain expected to close on September 23, 2026 subject to conditions; the disclosed effect is a refinancing of older subordinated notes, not a stated share issuance that would reduce existing common holders’ percentage ownership.

Market Context

A comparable Rogers subordinated-notes offering on Mar 24 was followed by a 0.83% 24-hour move, prov...

Analysis

A comparable Rogers subordinated-notes offering on Mar 24 was followed by a 0.83% 24-hour move, providing a prior market reference for this refinancing transaction; the current release directs proceeds toward existing subordinated notes.

Key Figures

U.S. notes principal: US$1 billion U.S. notes rate: 7.150% U.S. notes rate: 7.400% +5 more

U.S. notes principal

US$1 billion

Public offering aggregate principal amount

U.S. notes rate

7.150%

US$500 million subordinated notes

U.S. notes rate

7.400%

US$500 million subordinated notes

Canadian notes principal

Cdn$600 million

Canadian private placement

Canadian notes rate

6.000%

Fixed-to-fixed rate subordinated notes

U.S. net proceeds

US$990 million

Stated net proceeds from U.S. notes issuance

Canadian net proceeds

$595 million

Stated net proceeds from Canadian notes issuance

Expected closing date

September 23, 2026

Both offerings, subject to customary closing conditions

Previous Private placement,offering Reports

2 past events · Latest: Mar 24

Same Type 2 events

1. Mar 24

   Subordinated notes offering

   24h Move

   +0.8%

   Priced US$750 million and Cdn$1.25 billion subordinated notes to repay debt

2. Feb 10

   Subordinated notes offering

   24h Move

   +1.7%

   Priced US$2.1 billion and Cdn$1.0 billion subordinated notes for debt and acquisition

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

subordinated notes, private placement, shelf registration statement, form f-10

4 terms

subordinated notes financial

"fixed-to-fixed rate subordinated notes due 2057"

Subordinated notes are loans companies issue that rank below other debts for repayment, meaning holders get paid only after higher-priority creditors if the issuer runs into trouble. Because they act like being farther back in line at a buffet, they usually offer higher interest to compensate for greater risk, so investors watch them for potential higher returns but also increased chance of loss and sensitivity to the issuer’s financial health.

private placement financial

"Canadian private placement of $600 million"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

shelf registration statement regulatory

"as part of an effective shelf registration statement on Form F-10"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-10 regulatory

"effective shelf registration statement on Form F-10"

Form F-10 is a standardized prospectus document filed with Canadian securities regulators when a Canadian company offers shares or other securities to the public. It lays out the company’s business, financial results, management, and risks—like a detailed product label that helps investors compare what they’re buying and understand potential downsides. For investors, the form matters because it provides the core information needed to evaluate the safety, value and terms of a public securities offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TORONTO, Sept. 09, 2026 (GLOBE NEWSWIRE) -- Rogers Communications Inc. (TSX: RCI.A and RCI.B) (NYSE: RCI) (“RCI”) announced today that it has priced:

• a U.S. public offering of two series of US dollar denominated fixed-to-fixed rate subordinated notes with an aggregate principal amount of US$1 billion, consisting of US$500 million of 7.150% fixed-to-fixed rate subordinated notes due 2057 and US$500 million of 7.400% fixed-to-fixed rate subordinated notes due 2057 (collectively, the “US Notes”); and
• a Canadian private placement of $600 million of 6.000% fixed-to-fixed rate subordinated notes due 2057 (the “Cdn Notes” and, together with the US Notes, the “Notes”).  

The net proceeds from the issuance of the US Notes and the issuance of the Cdn Notes will be approximately US$990 million and $595 million, respectively. RCI will use the net proceeds from both offerings to redeem or purchase in full or in part the 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 and/or the 5.25% Fixed-to-Fixed Rate Subordinated Notes due 2082. The offering of the US Notes and the offering of the Cdn Notes are each expected to close on September 23, 2026, subject to the satisfaction of customary closing conditions.

The US Notes will be issued pursuant to a prospectus supplement and accompanying prospectus filed with the U.S. Securities and Exchange Commission (“SEC”) as part of an effective shelf registration statement on Form F-10. These documents are available at no charge by visiting EDGAR on the SEC website at www.sec.gov. A copy of the prospectus and prospectus supplement relating to the offering of the US Notes may also be obtained from RCI by contacting Investor Relations as described below. The US Notes are not being offered in Canada or to any resident of Canada.

The Cdn Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws. The Cdn Notes were offered exclusively to persons resident in a Canadian province, through a syndicate of agents on a private placement basis. The Cdn Notes will not be sold to investors outside of Canada.

This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Rogers Communications Inc.:
Rogers is Canada’s communications, sports 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 about.rogers.com/investor-relations.

Caution Concerning Forward-Looking Statements
This press release may include “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking information”). RCI cautions that forward-looking information is inherently subject to change and uncertainty and that actual results may differ materially from those expressed or implied by the forward-looking information. A comprehensive discussion of risks associated with forward-looking information can be found in RCI’s public reports and filings, including the risks outlined in the section entitled “Risks and Uncertainties Affecting our Business” in its management’s discussion and analysis of its audited consolidated financial statements as at and for the year ended December 31, 2025, and in the section entitled “Updates to Risks and Uncertainties” in its management’s discussion and analysis of its unaudited interim condensed consolidated financial statements as at and for the three and six months ended June 30, 2026, which are available under its profile at www.sedarplus.ca, and are also available at www.sec.gov, and in the section entitled “Risk Factors” in the prospectus. RCI is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking information, whether as a result of new information, future events, or otherwise.

For further information:
Investor Relations
1-844-801-4792
investor.relations@rci.rogers.com

FAQ

What are the specific terms of the US dollar subordinated notes?

The US dollar subordinated notes total US$1 billion, split into US$500 million of 7.150% fixed-to-fixed rate notes due 2057 and US$500 million of 7.400% fixed-to-fixed rate notes due 2057. The US Notes will be issued under a prospectus supplement and base prospectus filed with the SEC as part of an effective Form F-10 shelf registration.

Who can purchase the Canadian dollar subordinated notes?

The Cdn Notes were offered exclusively to persons resident in a Canadian province through a syndicate of agents on a private placement basis. They are not registered under the U.S. Securities Act of 1933 or any U.S. state securities laws and may not be offered or sold in the United States without registration or an applicable exemption. The Cdn Notes will not be sold to investors outside Canada.

When are the offerings of the notes expected to close?

Both the offering of the US Notes and the offering of the Cdn Notes are expected to close on September 23, 2026, subject to the satisfaction of customary closing conditions.

How can investors access the prospectus for the US Notes?

The prospectus supplement and accompanying prospectus for the US Notes are available at no charge on the SEC’s EDGAR system at www.sec.gov. A copy may also be obtained from Rogers Communications by contacting its Investor Relations department at the phone number or email address provided in the announcement.