Rogers Communications Inc. Announces Tender Offer and Consent Solicitation for U.S. $350,000,000 6.25% Senior Notes due 2013
TORONTO, May 15, 2013 /CNW/ – Rogers Communications Inc. (“RCI”) today
announced that its wholly- owned subsidiary, Rogers Communications
Finance Inc. (“RCFI”), has commenced a cash tender offer for any and
all of RCI’s outstanding U.S.$350,000,000 aggregate principal amount of
6.25% Senior Notes due 2013 (CUSIP No. 77509NAH6) (the “Notes”) on the
terms and subject to the conditions set forth in its Offer to Purchase
and Consent Solicitation Statement, dated May 15, 2013, and the related
Letter of Transmittal and Consent. RCFI is also soliciting consents to
certain proposed amendments to the indenture governing the Notes.
The tender offer will expire at 8:00 a.m., New York City time, on June
13, 2013, unless extended or earlier terminated by RCFI (the
“Expiration Time”). RCFI reserves the right to terminate, withdraw or
amend the tender offer and consent solicitation at any time subject to
The tender offer consideration being offered for the Notes accepted for
purchase in the tender offer will be US$1,000 for each US$1,000
principal amount of Notes (plus accrued and unpaid interest to, but not
including, the settlement date expected to be on or about June 13,
2013). In addition, holders who tender on or prior to 5:00 p.m., New
York City time, on May 29, 2013, will receive an amount designated as a
consent payment equal to US$2.50 per US$1,000 principal amount of
The obligation of RCFI to accept for purchase, and to pay for, Notes
validly tendered and not withdrawn pursuant to the tender offer and the
consent solicitation is subject to the satisfaction or waiver of the
conditions to the tender offer and consent solicitation. The complete
terms and conditions of the tender offer and the consent solicitation
are set forth in the related Offer to Purchase and Consent Solicitation
Statement and the Letter of Transmittal and Consent which are being
sent to holders of the Notes. Holders of the Notes are urged to read
the tender offer documents carefully.
Notes not tendered and purchased pursuant to the tender offer will
remain outstanding, mature and be paid on June 17, 2013.
The tender offer and consent solicitation is being made solely by means
of the related Offer to Purchase and Consent Solicitation Statement and
the Letter of Transmittal and Consent. Under no circumstances shall
this press release constitute an offer to purchase or the solicitation
of an offer to sell the Notes or any other securities of RCI or its
affiliates. It also is not a solicitation of consents to the proposed
amendment to the indenture. No recommendation is made as to whether
holders of the Notes should tender their Notes or give their consent.
Caution Concerning Forward-Looking Statements
This document includes certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
relating but not limited to the terms and timing of the tender offer
and consent solicitation. There can be no assurance that the tender
offer and consent solicitation will be completed. Undue reliance
should not be placed on forward-looking information as actual results
may differ materially. These statements are based on management’s
current expectations or beliefs, and are subject to uncertainty and
changes in circumstances. Actual results may vary materially from those
expressed or implied by the statements herein due to changes in
economic, business, competitive, technological, strategic and/or
regulatory factors, and other factors affecting the operations of RCI.
More detailed information about these factors may be found in filings by
RCI with the SEC, including its most recent Annual Report on Form 40-F.
RCI is under no obligation to, and expressly disclaims any such
obligation to, update or alter its forward-looking statements, whether
as a result of new information, future events, or otherwise.
About Rogers Communications Inc.
Rogers Communications is a diversified public Canadian communications
and media company. We are Canada’s largest provider of wireless
communications services and one of Canada’s leading providers of cable
television, high-speed Internet and telephony services. Through Rogers
Media, we are engaged in radio and television broadcasting, televised
shopping, magazines and trade publications, sports entertainment, and
digital media. We are publicly traded on the Toronto Stock Exchange
(TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).
For further information about the Rogers group of companies, please
SOURCE: Rogers Communications Inc.