Rogers Completes Offerings to Fund Spectrum Purchase

Rogers Communications Inc. closed separate, concurrent public offerings of debt securities in Canada and the US with an aggregate principal amount of approximately $2.1 billion. Rogers expects to use the net proceeds of these offerings to fund a portion of the $3.29-billion cash investment required to acquire licences for lower band spectrum located in key rural and urban locations across Canada.

In its Canadian public offering, Rogers sold debt securities with an aggregate principal amount of $1.25 billion, consisting of $250 million of floating rate senior notes due 2017, $400 million of 2.8 per cent senior notes due 2019, and $600 million of 4 per cent senior notes due 2024. Through the separate, concurrent public offering made in the US, Rogers sold US$750-million aggregate principal amount of 5 per cent senior notes due 2044.

Only a few Canadian corporate issuers have completed separate, concurrent public offerings in Canada and the US in the past 10 years. These offerings by Rogers represent the largest of such concurrent offerings in that timeframe. The Canadian offering was made through a syndicate of agents pursuant to a prospectus supplement to Rogers' Canadian base shelf prospectus. The US offering was made by a syndicate of underwriters through a prospectus supplement to Rogers' US base shelf prospectus, which was prepared in accordance with Canadian disclosure requirements under the US multijurisdictional disclosure system. Rogers' Canadian and US base shelf prospectuses were each filed in February 2014.

Davies Ward Phillips & Vineberg LLP acted as Canadian counsel to Rogers for both the Canadian and US offerings and for both the Canadian and US base shelf prospectuses. The Davies team included David Wilson, Chris Figel and Carla Nawrocki (capital markets) and Paul Lamarre (tax). Cravath, Swaine & Moore LLP acted as US counsel to Rogers with a team including Erik Tavzel, Joseph Zavaglia, Benjamin Joseloff and Welton Blount (capital markets) and William Abbott (tax).

Canadian counsel to the agents in the Canadian offering and the underwriters in the US offering was Osler, Hoskin & Harcourt LLP with a team including Michael Innes, James Brown and Robert Anton (corporate and securities) and Kimberley Wharram and Sharon Ford (tax). US counsel to the US underwriters was Skadden, Arps, Slate, Meagher & Flom LLP with a team of Phyllis Korff, Richard Aftanas, Michael Hong, Paul Wolpert and Daniel Goldmintz (corporate finance), and Katherine Bristor and Nazmiye Gokcebay (tax).