Rogers Communications starts consent solicitations for eight notes

Chicago, Aug. 23 – Rogers Communications Inc. started consent solicitations for eight senior notes on Monday afternoon, according to a press release.

The consent solicitations prepare for the proposed acquisition of Shaw Communications Inc., but are designed to push the outside date for a mandatory redemption at 101 to Dec. 31, 2023 from Dec. 31, 2022.

The consent solicitations need noteholders representing a majority of the notes in each series to consent. The consent solicitations are operating independently from one another, though.

The transaction covers five U.S. dollar notes and three Canadian dollar notes.

The notes involved in the consent solicitations are the following, listed with the initial consent fees and additional consent fees:

• $1 billion outstanding 2.95% senior notes due 2025 with an initial consent fee of $23.50 and an additional consent fee of $11.45;

• $1.3 billion outstanding 3.2% senior notes due 2027 with an initial consent fee of $30.60 and an additional consent fee of $15.00;

• $2 billion outstanding 3.8% senior notes due 2032 with an initial consent fee of $40.40 and an additional consent fee of $19.90;

• $750 million outstanding 4.5% senior notes due 2042 with an initial consent fee of $62.60 and an additional consent fee of $31.00;

• $2 billion outstanding 4.55% senior notes due 2052 with an initial consent fee of $61.70 and an additional consent fee of $30.55;

• C$1 billion outstanding 3.75% senior notes due 2029 with an initial consent fee of C$36.50 and an additional consent fee of C$17.95;

• C$1 billion outstanding 4.25% senior notes due 2032 with an initial consent fee of C$37.25 and an additional consent fee of C$18.30; and

• C$1 billion outstanding 5.25% senior notes due 2052 with an initial consent fee of C$39.60 and an additional consent fee of C$19.50.

The initial consent fees will be paid to noteholders who consent by the deadline.

The additional consent fees will be paid to holders who had previously consented by the deadline if, and only if, as of Dec. 31, 2022 the acquisition of Shaw has not yet been consummated and Rogers has not become obligated under the special mandatory redemption provision to redeem the notes for the series.

The solicitations will expire at 5 p.m. ET on Aug. 31.

The record date is 5 p.m. ET on Aug. 19.

For the U.S. dollar offer, persons with questions should contact the lead solicitation agents, BofA Securities, Inc. (888 292-0070, 980 683-3215, 704-560-7937, debt_advisory@bofa.com), RBC Capital Markets, LLC (877 381-2099, 212 618-7843, liability.management@rbccm.com) or Scotia Capital (USA) Inc. (800 372-3930, 212 225-5559, LM@scotiabank.com).

For the Canadian dollar offer, questions should be directed to the lead solicitation agents, Merrill Lynch Canada Inc. (same contact information as above for BofA), RBC Dominion Securities Inc. (416 842-6311, 877 381-2099, liability.management@rbccm.com) and Scotia Capital Inc. (same contact information as above for RBC).

D.F. King & Co., Inc. is the information and tabulation agent for the U.S. dollar offer (877 783-5524, 212 269-5550, rci@dfking.com).

TSX Investor Solutions Inc. is the information agent for the Canadian dollar offer (INFO_TMXIS@tmx.com).

Rogers Communications is a Toronto-based communications and media company.

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