Rogers Communications $1.5B Public Offering

CLOSING DATE: OCTOBER 2, 2013 Rogers Communications Inc. (RCI) closed its public offering of US$1.5-billion aggregate principal amount of debt securities, consisting of US$850-million aggregate principal amount of 4.10 per cent Senior Notes due 2023 and US$650-million aggregate principal amount of 5.45 per cent Senior Notes due 2043. The Senior Notes were issued by RCI and guaranteed by its wholly owned subsidiary, Rogers Communications Partnership. The offering was made pursuant to RCI's short-form base shelf prospectus under the MJDS rules. The net proceeds of the offering will be used for general corporate purposes.

The notes were sold in the United States to a group of underwriters led by Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

RCI was represented in Canada by Davies Ward Phillips & Vineberg LLP with a team of Scott Hyman, David Wilson, Mark O'Brien and Atanas Varbanov (corporate finance and securities) and Paul Lamarre (tax). In the United States, RCI was represented by Cravath, Swaine & Moore LLP with a team comprised of Erik Tavzel, Joseph Zavaglia, Rachel Over and Francesca Harris (corporate finance and securities) and Michael Schler (tax).

The underwriters were represented in Canada by a team from Osler, Hoskin & Harcourt LLP that included Michael Innes, Rosalind Hunter and Andrew Stewart (corporate finance and securities) and Lara Fried-lander (tax). The underwriters were also represented in the United States by Skadden, Arps, Slate, Meagher & Flom LLP with a team that included Phyllis Korff, Richard Aftanas, Michael Hong, Bradley Brodie and Daniel Goldmintz (corporate finance and securities) and Katherine Bristor and Nazmiye Gokcebay (tax).