Rogers Cable Completes Private Placement

On November 30, 2004, Rogers Cable Inc. (Rogers Cable), a wholly owned subsidiary of Rogers Communications Inc., completed a private placement in an aggregate principal amount of approximately US$427 million (approximately C$509 million). The private placement consisted of C$175 million 7.25 per cent senior (secured) second priority notes due 2011 and US$280 million 6.75 per cent senior (secured) second priority notes due 2015. The offering, which was announced on November 12, 2004, was made pursuant to Rule 144A and Regulation S under the Securities Act of 1933 in the United States, and pursuant to private placement exemptions in certain provinces of Canada.
Rogers Cable was represented by Torys LLP in Canada under the direction of Jennifer Warren, vice-president, assistant general counsel of Rogers Communications. The Torys team included Patrice Walch-Watson, John Emanoilidis, Cornell Wright, Suh Kim, John Toffoletto, Kimberley Kowalik, Danial Lam, Andrew Lannon and Michelle Kisluk (corporate), and Jim Welkoff and Andrea Shreeram (tax). Cravath, Swaine & Moore LLP represented Rogers Cable in the US with a team that included John Gaffney, Erik Tavzel, Alyssa Caples and Paul Clews.
The initial purchasers were represented in Canada by Davies Ward Phillips & Vineberg LLP with a team that included Patricia Olasker, Kenneth Klassen, Rob Murphy, Sonny Bhalla and Donna Aronson (corporate), and Ian Crosbie and John Zinn (tax); and in the US by Shearman & Sterling LLP with a team that included Chris Cummings, Jason Lehner, Jennifer Mazin, Doug Nathanson and Matt Cumming.


Patrice S. Walch-Watson Kimberley J. Kowalik R. Ian Crosbie John E. Emanoilidis Patricia L. Olasker Jennifer A. Mazin Andrea Shreeram E. Jennifer Warren Alyssa K. Caples Danial K. Lam Kenneth G. Klassen Erik R. Tavzel Christopher J. Cummings Jason Lehner John Toffoletto Michelle J. Kisluk Andrew M. Lannon Robert S. Murphy Sonny Bhalla Cornell C.V. Wright Douglas B. Nathanson Suh W. Kim James W. Welkoff


Torys LLP Cravath, Swaine & Moore LLP Davies Ward Phillips & Vineberg LLP Shearman & Sterling LLP