Rogers Communications Inc 6-K, filed Mar 14, 2022
Rogers Communications Inc (RCI)
About this 6-K
Rogers Communications Inc filed this 6-K on March 14, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of March, 2022
Commission File Number 001-10805
ROGERS COMMUNICATIONS INC.
(Translation of registrant’s name into English)
333 Bloor Street East
10th Floor
Toronto, Ontario M4W 1G9
Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ROGERS COMMUNICATIONS INC. | ||||
| By: | /s/ “Marisa Wyse” | |||
| Name: | Marisa Wyse | |||
| Title: | Chief Legal Officer and | |||
| Corporate Secretary | ||||
Date: March 14, 2022
Exhibit Index
| Exhibit Number |
Description of Document | |
| 99.1 | Material Change Report dated March 14, 2022 | |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company | |
| Rogers Communications Inc. (“RCI” or the “Company”) | ||
| 333 Bloor Street East, 10th Floor | ||
| Toronto, Ontario M4W 1G9 | ||
| Item 2 | Date of Material Change | |
| March 7, 2022 | ||
| Item 3 | News Release | |
| A press release was issued and disseminated through Globe Newswire on March 7, 2022 and subsequently filed on SEDAR. | ||
| Item 4 | Summary of Material Change | |
| On March 7, 2022, Rogers Communications Inc. priced a private offering of five series of US dollar denominated senior notes with an aggregate principal amount of US$7.05 billion and priced a private offering of four series of Canadian dollar denominated senior notes with an aggregate principal amount of $4.25 billion. The US dollar denominated senior notes consist of US$1.0 billion of 2.95% senior notes due 2025, US$1.3 billion of 3.20% senior notes due 2027, US$2.0 billion of 3.80% senior notes due 2032, US$750 million of 4.50% senior notes due 2042 and US$2 billion of 4.55% senior notes due 2052 (collectively, the “US Notes”). The Canadian dollar denominated senior notes consist of $1.25 billion of 3.10% senior notes due 2025, $1.0 billion of 3.75% senior notes due 2029, $1.0 billion of 4.25% senior notes due 2032 and $1.0 billion of 5.25% senior notes due 2052 (collectively, the “Cdn Notes” and, together with the US Notes, the “Notes”). | ||
| Item 5 | Full Description of Material Change | |
| The net proceeds from the issuance of the US Notes and the issuance of the Cdn Notes will be approximately US$6.95 billion and $4.22 billion, respectively. RCI expects to use the net proceeds from both offerings to pay a portion of the cash consideration for its pending acquisition of Shaw Communications Inc. and to pay associated fees and expenses. The offering of the US Notes and the offering of the Cdn Notes closed on March 11, 2022. | ||
| The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws. The US Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities | ||
| Act. The US Notes are not being offered or sold to investors in Canada. The Cdn Notes were offered, through a syndicate of agents on a private placement basis, to persons resident in a Canadian province and to investors in certain other jurisdictions outside of Canada (excluding the United States). | ||
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 | |
| Not applicable. | ||
| Item 7 | Omitted Information | |
| None. | ||
| Item 8 | Executive Officer | |
| For further information, please contact: | ||
| Marisa Wyse, Chief Legal Officer and Corporate Secretary | ||
| at (416) 935-7585 | ||
| Item 9 | Date of Report | |
| March 14, 2022 | ||