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Rogers Announces Cash Tender Offers for Six Series of Debt Securities

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Rogers Communications (NYSE:RCI) has launched cash tender offers to purchase up to C$400 million of its outstanding senior notes across six different series. The tender offers include notes with maturities ranging from 2027 to 2049, with various fixed spread rates.

The offers will expire at 5:00 p.m. ET on July 18, 2025, with settlement expected on July 23, 2025. The total consideration for each series will be based on fixed spreads plus yields from Canadian reference securities. Holders will also receive accrued and unpaid interest up to the settlement date.

The company has retained Merrill Lynch Canada, RBC Dominion Securities, Scotia Capital, and TD Securities as joint lead dealer managers for the offers. The tender offers are not subject to any minimum aggregate principal amount or financing conditions.

Rogers Communications (NYSE:RCI) ha avviato offerte pubbliche di acquisto in contanti per un massimo di 400 milioni di dollari canadesi delle sue obbligazioni senior in circolazione, distribuite su sei diverse serie. Le offerte riguardano titoli con scadenze comprese tra il 2027 e il 2049, con diversi tassi di spread fisso.

Le offerte scadranno alle 17:00 ET del 18 luglio 2025, con regolamento previsto per il 23 luglio 2025. Il compenso totale per ciascuna serie sarà calcolato basandosi sugli spread fissi più i rendimenti dei titoli di riferimento canadesi. I detentori riceveranno inoltre gli interessi maturati e non pagati fino alla data di regolamento.

L'azienda ha incaricato Merrill Lynch Canada, RBC Dominion Securities, Scotia Capital e TD Securities come joint lead dealer manager per le offerte. Le offerte pubbliche di acquisto non sono soggette a un importo minimo aggregato né a condizioni di finanziamento.

Rogers Communications (NYSE:RCI) ha lanzado ofertas públicas de adquisición en efectivo para comprar hasta 400 millones de dólares canadienses de sus bonos senior en circulación, distribuidos en seis series diferentes. Las ofertas incluyen bonos con vencimientos que van desde 2027 hasta 2049, con diversas tasas de spread fijo.

Las ofertas expirarán a las 5:00 p.m. ET del 18 de julio de 2025, con liquidación prevista para el 23 de julio de 2025. La consideración total para cada serie se basará en spreads fijos más los rendimientos de valores de referencia canadienses. Los tenedores también recibirán intereses acumulados y no pagados hasta la fecha de liquidación.

La compañía ha designado a Merrill Lynch Canada, RBC Dominion Securities, Scotia Capital y TD Securities como gestores conjuntos principales para las ofertas. Las ofertas públicas no están sujetas a un importe mínimo agregado ni a condiciones de financiamiento.

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ì µÓ•ˆì¶Ä 2025ë…� 7ì›� 18ì� 오후 5ì‹�(ë™ë¶€ì‹œê°„)ì—� 만료ë˜ë©°, ê²°ì œëŠ� 2025ë…� 7ì›� 23ì�ì—� ì´ë£¨ì–´ì§ˆ 예정입니ë‹�. ê°� ì‹œë¦¬ì¦ˆì— ëŒ€í•� ì´� ë³´ìƒì€ ê³ ì • 스프레드와 ìºë‚˜ë‹� 기준 ì¦ê¶Œ 수ìµë¥ ì„ 기반으로 ì‚°ì •ë©ë‹ˆë‹�. 보유ìžëŠ” ê²°ì œì¼ê¹Œì§€ 누ì ë˜ê³  ë¯¸ì§€ê¸‰ëœ ì´ìžë� 받게 ë©ë‹ˆë‹�.

회사ëŠ� ì´ë²ˆ 제안ì� ê³µë™ ì£¼ê´€ì‚¬ë¡œ Merrill Lynch Canada, RBC Dominion Securities, Scotia Capital, TD Securitiesë¥� 선정했습니다. 공개 매수ëŠ� 최소 ì´� ì›ê¸ˆì•¡ì´ë‚� ìžê¸ˆ 조달 ì¡°ê±´ì—� 구애받지 않습니다.

Rogers Communications (NYSE:RCI) a lancé des offres publiques d'achat en numéraire pour acquérir jusqu'à 400 millions de dollars canadiens de ses obligations senior en circulation réparties sur six séries différentes. Les offres concernent des obligations arrivant à échéance entre 2027 et 2049, avec divers taux de spread fixe.

Les offres expireront à 17h00 HNE le 18 juillet 2025, avec un règlement prévu le 23 juillet 2025. La contrepartie totale pour chaque série sera basée sur des spreads fixes plus les rendements des titres de référence canadiens. Les détenteurs recevront également les intérêts courus et non payés jusqu'à la date de règlement.

La société a retenu Merrill Lynch Canada, RBC Dominion Securities, Scotia Capital et TD Securities en tant que chefs de file conjoints pour gérer ces offres. Les offres publiques ne sont soumises à aucun montant principal minimum agrégé ni à des conditions de financement.

Rogers Communications (NYSE:RCI) hat Barübernahmeangebote gestartet, um bis zu 400 Millionen kanadische Dollar seiner ausstehenden Senior Notes über sechs verschiedene Serien hinweg zu kaufen. Die Angebote umfassen Anleihen mit Fälligkeiten von 2027 bis 2049 und unterschiedlichen festen Spreads.

Die Angebote laufen am 18. Juli 2025 um 17:00 Uhr ET ab, die Abwicklung ist für den 23. Juli 2025 geplant. Die Gesamtabfindung für jede Serie basiert auf festen Spreads zuzüglich der Renditen kanadischer Referenzwerte. Inhaber erhalten außerdem aufgelaufene und nicht gezahlte Zinsen bis zum Abwicklungstermin.

Das Unternehmen hat Merrill Lynch Canada, RBC Dominion Securities, Scotia Capital und TD Securities als gemeinsame Haupt-Dealer-Manager für die Angebote beauftragt. Die Übernahmeangebote unterliegen keinen Mindestgesamtnennbeträgen oder Finanzierungsbedingungen.

Positive
  • Proactive debt management through voluntary tender offers
  • Flexibility to increase or decrease the Maximum Purchase Amount
  • No financing condition requirement for the tender offers
  • Multiple series of notes eligible for tender, providing broader participation opportunity
Negative
  • Potential proration if tender offers are oversubscribed
  • Early withdrawal rights limited to July 18, 2025
  • Geographic restrictions excluding U.S. persons and certain other jurisdictions

Insights

Rogers' C$400M debt tender offer aims to optimize capital structure by repurchasing notes across six series with varying maturities.

Rogers Communications has announced a strategic debt management initiative with cash tender offers to purchase up to C$400 million of outstanding senior notes across six different series. This debt repurchase program represents a proactive liability management approach that could strengthen the company's balance sheet.

The tender offers target notes with maturities ranging from 2027 to 2049, suggesting Rogers is systematically restructuring its long-term debt profile. The six series have interest rates between 2.90% and 4.25%, with outstanding principal amounts varying from C$300 million to C$1.5 billion.

The pricing mechanism is particularly noteworthy � Rogers will determine the purchase price based on a fixed spread over the yield of specified Canadian reference securities. This approach aligns the repurchase prices with current market interest rates rather than using arbitrary premiums, ensuring fair valuation in the current rate environment.

From a financial engineering perspective, this transaction allows Rogers to optimize its debt maturity profile and potentially reduce interest expenses if the company can refinance at more favorable rates. With C$4.8 billion in notes outstanding across these six series, the C$400 million maximum purchase amount represents a targeted approach rather than a comprehensive debt reduction program.

The company's flexibility to increase, decrease, or waive the maximum purchase amount provides additional optionality based on market response and strategic priorities. The lack of a financing condition suggests Rogers has sufficient liquidity to fund these repurchases without requiring new debt issuance, highlighting the company's solid cash position.

This liability management exercise represents a prudent financial strategy to optimize Rogers' capital structure in the current interest rate environment while maintaining financial flexibility for future strategic initiatives.

TORONTO, July 11, 2025 (GLOBE NEWSWIRE) -- Rogers Communications Inc. (�Rogers� or the �Company�) (TSX: RCI.A and RCI.B; NYSE: RCI) today announced the commencement of separate offers (the �Offers�) to purchase for cash up to C$400,000,000 (the �Maximum Purchase Amount�) in aggregate purchase price, excluding accrued and unpaid interest, of its outstanding senior notes of each series listed in the table below (collectively, the �Notes�), which Maximum Purchase Amount may be increased, decreased or waived by the Company in its sole discretion. Each Offer is subject to the satisfaction or waiver of certain conditions.

The Offers

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�). Capitalized terms used but not defined in this news release have the meanings given to them in the Offer to Purchase.

The amount of Notes purchased in the Offers and the allocation of such amount between each series listed below will be determined by the Company, in its sole discretion. The Offers may be subject to proration as described in the Offer to Purchase.

Title of Notes(1)Principal
Amount
Outstanding
(in millions)
CUSIP / ISIN
Nos.
(1)
Par Call
Date
(2)
Maturity
Date
Reference
Security
(3)
Bloomberg
Reference
Page
(3)
Fixed
Spread
(Basis Points)
(3)
4.25% Senior
Notes due 2049
C$300775109CR0 / CA775109CR06June 9,
2049
December 9,
2049
2.75% due 12/1/2055FIT CAN0-50+135
2.90% Senior
Notes due 2030
C$500775109CS8 / CA775109CS88September 9,
2030
December 9,
2030
1.25% due 6/1/2030FIT CAN0-50+70
3.30% Senior
Notes due 2029
C$500775109CQ2 / CA775109CQ23September 10,
2029
December 10,
2029
3.500% due 9/1/2029FIT CAN0-50+75
3.25% Senior
Notes due 2029
C$1,000775109BJ9 / CA775109BJ98February 1,
2029
May 1,
2029
4.00% due 3/1/2029FIT CAN0-50+70
4.25% Senior
Notes due 2032
C$1,000775109BV2 / CA775109BV27January 15,
2032
April 15,
2032
1.50% due 12/1/2031FIT CAN0-50+110
3.65% Senior
Notes due 2027
C$1,500775109BK6 / CA775109BK61January 31,
2027
March 31,
2027
3.00% due 2/1/2027FIT CAN0-50+73.5
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  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. For each series of Notes, the calculation of the applicable Total Consideration (as defined below) may be performed to either its maturity date or its par call date, in accordance with standard market convention.
  3. 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 for purchase 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 (as defined below), which will be payable in cash in addition to the applicable Total Consideration.

The Offers will expire at 5:00 p.m. (Eastern time) on July 18, 2025, unless extended or earlier terminated by the Company (such date and time with respect to an Offer, as it may be extended, the �Expiration Date�). Notes tendered for purchase pursuant to an Offer may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on July 18, 2025 (such date and time with respect to an Offer, as it may be extended by the Company, the �Withdrawal Date�).

Provided that all conditions to the relevant Offer have been satisfied or waived by the Company by the Expiration Date, and subject to the conditions set forth in the Offer to Purchase, the Company will, on the Settlement Date, promptly settle all Notes that were (1) validly tendered to such Offer at or prior to the Expiration Date (and not validly withdrawn at or prior to the Withdrawal Date) and (2) accepted for purchase by the Company. The "Settlement Date" will be promptly following the Expiration Date and is expected to be July 23, 2025, the third business day after the Expiration Date, unless extended by the Company with respect to such Offer.

Promptly after 11:00 a.m. (Eastern time) on July 21, 2025, unless extended by the Company with respect to any Offer, the Company will issue a press release specifying, among other things, the Total Consideration for each series of Notes validly tendered that the Company has accepted for purchase.

The applicable Total Consideration for each C$1,000 principal amount of such Notes accepted by the Company for purchase in the Offers will be paid in cash by or on behalf of the Company to the Tender Agent (or, at the Tender Agent's discretion, CDS Clearing and Depository Services Inc. (�CDS�)) on the Settlement Date. In addition to the applicable Total Consideration, Holders whose Notes are accepted by the Company for purchase pursuant to an Offer will receive a cash payment equal to the accrued and unpaid interest on such accepted 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 Tender Agent, CDS or its participants or any other third party.

Any Notes validly tendered pursuant to the Offers but not accepted for purchase by the Company will be returned promptly to the tendering Holders thereof.

The Company reserves the right, but is under no obligation, to increase, decrease or waive the Maximum Purchase Amount, in its sole discretion, with or without extending the Withdrawal Date. If Holders tender more Notes in the Offers than they expect to be accepted for purchase based on the Maximum Purchase Amount and the Company subsequently accepts more than such Holders expected of such Notes tendered as a result of an increase of the Maximum Purchase Amount, such Holders may not be able to withdraw any of their previously tendered Notes.

The Offers are subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase. The Company reserves the right, subject to applicable law, to waive any and all conditions to any Offer. If any of the conditions is not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each event subject to applicable laws, and may terminate or alter any or all of the Offers. The Offers are not conditioned on the tender of any aggregate minimum principal amount of Notes of any series (subject to minimum denomination requirements as set forth in the Offer to Purchase), the Offers are not subject to a financing condition, and none of the Offers is conditioned on the consummation of the other Offers or any other offer by the Company.

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 (the �Dealer Managers�) for the Offers. Questions regarding the terms and conditions for the Offers or for copies of the Offer to Purchase 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 will act as the Tender Agent for the Offers.

TMX Investor Solutions Inc. will act as the Information Agent for the Offers. Questions regarding the tender procedures should be directed to the Information Agent at 1 (866) 356-6140 (North America toll-free) or 1 (437) 561-5053 (Outside North America collect).

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.

Beneficial owners of Notes are advised to check with each bank, securities broker or other intermediary through which they hold beneficial interests in Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in, or withdraw their instruction to participate in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and CDS for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

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.

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 acceptance for purchase of Notes validly tendered, the Maximum Purchase Amount and the expected Expiration Date and 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 forwardâ€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 Informationâ€� and “Risks and Uncertainties Affecting our Businessâ€� in our management’s discussion and analysis for the year ended December 31, 2024 and under the heading “Risk Factorsâ€� in the Offer to Purchase. 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 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. Accordingly, there can be no assurance that repurchases of 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
[email protected]
1-844-801-4792


FAQ

What is the maximum amount Rogers Communications (RCI) plans to purchase in its tender offers?

Rogers plans to purchase up to C$400 million in aggregate purchase price of its outstanding senior notes, excluding accrued and unpaid interest. This amount may be increased, decreased, or waived at the company's discretion.

When do Rogers Communications' (RCI) tender offers expire?

The tender offers will expire at 5:00 p.m. Eastern time on July 18, 2025, unless extended or earlier terminated by Rogers.

What series of notes are included in Rogers Communications' (RCI) tender offers?

The tender offers include six series of notes with maturities ranging from 2027 to 2049, including 4.25% Notes due 2049, 2.90% Notes due 2030, 3.30% Notes due 2029, 3.25% Notes due 2029, 4.25% Notes due 2032, and 3.65% Notes due 2027.

When is the settlement date for Rogers Communications' (RCI) tender offers?

The settlement date is expected to be July 23, 2025, which is the third business day after the Expiration Date, unless extended by the company.

Who are the dealer managers for Rogers Communications' (RCI) tender offers?

The joint lead dealer managers are Merrill Lynch Canada, RBC Dominion Securities, Scotia Capital, and TD Securities.
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Telecom Services
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