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Rogers Communications Inc. Announces Successful Completion of Consent Solicitations for Senior Notes to Facilitate Subsidiary Equity Investment

1. Rogers receives consents to amend debt indentures for its Notes. 2. Amendments clarify subsidiary equity investment's compliance with debt covenants. 3. Consent fees will be paid upon execution of supplemental indentures. 4. Subsidiary equity investment expected to conclude in Q2 2025. 5. Forward-looking statements indicate potential risks in investment completion.

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FAQ

Why Bullish?

The amendments to debt covenants provide clarity and flexibility, potentially boosting asset values and investor confidence, similar to historical restructuring scenarios seen in the telecom sector that improved capital allocation.

How important is it?

The successful amendment of notes and announcement of subsidiary investment are critical corporate events likely to influence stock price and investor sentiment significantly.

Why Short Term?

The anticipated completion of the subsidiary equity investment within Q2 2025 could lead to immediate market reactions, as seen with past telecom mergers that prompted swift investment interest.

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SHAWTVZ
April 16, 2025 07:00 ET  | Source: Rogers Communications, Inc. TORONTO, April 16, 2025 (GLOBE NEWSWIRE) -- Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RCI) (“Rogers”) today announced that, in connection with its previously announced consent solicitations, it has received the requisite consents to amend the indentures governing each of the notes listed below (the “Notes”) as reported by the tabulation agents and as contemplated by such consent solicitations. As a result, Rogers will execute amendments to the indentures governing the Notes to (i) unequivocally clarify that the subsidiary equity investment previously announced by Rogers is not subject to the covenant limiting debt of Rogers' subsidiaries or the other negative covenants of, and is otherwise permitted by, and does not constitute a default under, the applicable indentures and (ii) with respect to the Shaw Notes (as defined below), amend the indentures to align certain non-financial terms with the corresponding terms in the indentures governing the other Canadian dollar denominated Notes issued by Rogers. Series of Notes (US dollar denominated)Series of Notes (Canadian dollar denominated)3.625% Senior Notes due 20255.65% Senior Notes due 20262.90% Senior Notes due 20263.65% Senior Notes due 20273.20% Senior Notes due 20275.70% Senior Notes due 20285.00% Senior Notes due 20293.75% Senior Notes due 20293.80% Senior Notes due 20323.25% Senior Notes due 20295.30% Senior Notes due 20345.80% Senior Notes due 20307.50% Senior Notes due 20384.25% Senior Notes due 20324.50% Senior Notes due 20425.90% Senior Notes due 20334.50% Senior Notes due 20436.68% Senior Notes due 20395.45% Senior Notes due 20436.11% Senior Notes due 20405.00% Senior Notes due 20446.56% Senior Notes due 20414.300% Senior Notes due 20485.25% Senior Notes due 20524.350% Senior Notes due 20493.80% Senior Notes due 2027(1)3.700% Senior Notes due 20494.40% Senior Notes due 2028(1)4.55% Senior Notes due 20523.30% Senior Notes due 2029(1)8.750% Senior (Secured) Second Priority Debentures due 20322.90% Senior Notes due 2030(1) 6.75% Senior Notes due 2039(1) 4.25% Senior Notes due 2049(1)   (1)   Denotes Notes originally issued by Shaw Communications Inc. (collectively, the “Shaw Notes”) The consent solicitations expired as of 5:00 p.m. (ET) on April 15, 2025 (the “Expiration Time”). Rogers, Rogers Communications Canada, Inc., as Guarantor, and the applicable trustee will execute supplemental indentures for each series of Notes to amend the applicable indentures as described above. Each supplemental indenture will be effective when executed, but will not become operative if the applicable consent fees are not paid to the applicable depositary or tabulation agent. Subject to the terms and conditions of the applicable consent solicitation, Rogers will pay the applicable consent fees to the applicable depositary or tabulation agent for distribution to holders of the Notes who delivered valid consents (and did not, in the case of the US dollar denominated Notes, validly revoke such consents) prior to the Expiration Time (i) in the case of the Shaw Notes, on the earlier of the third business day following the execution of the applicable supplemental indenture and the date of consummation of the subsidiary equity investment and (ii) in the case of all other Notes, on the date of consummation of the subsidiary equity investment. The consummation of the subsidiary equity investment is expected to occur during the second quarter of 2025. This press release is for informational purposes only and does not amend the consent solicitations, which have expired and were made solely on the terms and subject to the conditions set forth in the applicable consent solicitation statement. Further, this press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. The consent solicitation statements do not constitute a solicitation of consents in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable securities laws. Copies of the consent solicitation statements may be obtained from D.F. King & Co., Inc., the Information and Tabulation Agent for the consent solicitations relating to the US dollar denominated Notes at (212) 269-5550 (banks and brokers), (866) 828-6934 (all others, toll free), or email at rci@dfking.com and TSX Investor Solutions Inc., the Information Agent for the consent solicitations relating to the Canadian dollar denominated Notes, at (866) 356-6140 (toll free) or email at rogersconsent@tmx.com. Any persons with questions regarding the consent solicitations relating to the US dollar denominated Notes should contact the Lead Solicitation Agents as follows: BofA SecuritiesBank of America Tower620 South Tryon Street, 20th FloorCharlotte, North Carolina 28255Attn: Liability Management GroupCollect: (980) 387-3907Toll Free: (888) 292-0070Email: debt_advisory@bofa.comRBC Capital Markets, LLC 200 Vesey Street, 8th Floor New York, NY 10281 Attn: Liability Management Group Toll-Free: +1 (877) 381-2099 Call: +1 (212) 618-7843 Email: liability.management@rbccm.comScotia Capital (USA) Inc.250 Vesey StreetNew York, NY 10281Attn: Debt Capital MarketsToll Free: +1 (800) 372-3930Collect: +1 (212) 225-5559Email: LM@scotiabank.com Any persons with questions regarding the consent solicitations relating to the Canadian dollar denominated Notes should contact the Lead Solicitation Agents as follows: Merrill Lynch Canada Inc.Brookfield Place Bay/Wellington Tower181 Bay Street, Suite 400Toronto, Ontario M5J 2V8Toll-Free: (888) 292-0070Collect: (980) 387-3907E-Mail: debt_advisory@bofa.comRBC Dominion Securities Inc.200 Bay Street, Royal Bank Plaza NorthTower, 2nd FloorToronto, Ontario M5J 2W7Attention: Liability Management GroupTelephone (Local): (416) 842-6311Telephone (Toll-Free): (877) 381-2099E-Mail: liability.management@rbccm.comScotia Capital Inc.40 Temperance Street4th FloorToronto, Ontario M5H 0B4Collect: 1-416-863-7438E-mail: LM@scotiabank.comAttention: Liability Management Caution Concerning Forward-Looking StatementsThis news release includes “forward‐looking information” and “forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking information”) about, among other things, the payment of the consent fees and consummation of the subsidiary equity investment. 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, (1) we may not complete the subsidiary equity investment on the anticipated terms or at all and (2) the other 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. 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 Relations1-844-801-4792investor.relations@rci.rogers.com

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