Rogers Communications Inc 6-K, filed Sep 1, 2022
Rogers Communications Inc (RCI)
6-K
2022-09-01
For: 2022-09-01
View Original
Added on
April 11, 2026
About this 6-K
Rogers Communications Inc filed this 6-K on September 1, 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 September, 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.
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ROGERS COMMUNICATIONS INC.
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By:
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/s/ “Marisa Wyse”
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Name:
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Marisa Wyse
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Title:
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Chief Legal Officer
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and Corporate Secretary
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Date: September 1, 2022
Exhibit Index
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Exhibit Number
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Description of Document
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99.1
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News Release dated August 31, 2022 – Rogers Communications Inc. Announces Successful Completion of Consent Solicitations to Extend Special Mandatory Redemption Date for all Senior Notes.
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99.2
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First Amending Supplemental Indenture to the Fourteenth Supplemental Indenture, dated as of September 1, 2022, among Rogers Communications Inc., Rogers Communications Canada Inc. and The Bank of New York Mellon.
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99.3
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First Amending Supplemental Indenture to the Fifteenth Supplemental Indenture, dated as of September 1, 2022, among Rogers Communications Inc., Rogers Communications Canada Inc. and The Bank of New York Mellon.
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99.4
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First Amending Supplemental Indenture to the Sixteenth Supplemental Indenture, dated as of September 1, 2022, among Rogers Communications Inc., Rogers Communications Canada Inc. and The Bank of New York Mellon.
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99.5
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First Amending Supplemental Indenture to the Seventeenth Supplemental Indenture, dated as of September 1, 2022, among Rogers Communications Inc., Rogers Communications Canada Inc. and The Bank of New York Mellon.
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99.6
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First Amending Supplemental Indenture to the Eighteenth Supplemental Indenture, dated as of September 1, 2022, among Rogers Communications Inc., Rogers Communications Canada Inc. and The Bank of New York Mellon.
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99.7
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First Amending Supplemental Indenture to the Sixteenth Supplemental Indenture, dated as of September 1, 2022, among Rogers Communications Inc., Rogers Communications Canada Inc. and BNY Trust Company of Canada.
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99.8
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First Amending Supplemental Indenture to the Seventeenth Supplemental Indenture, dated as of September 1, 2022, among Rogers Communications Inc., Rogers Communications Canada Inc. and BNY Trust Company of Canada.
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99.9
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First Amending Supplemental Indenture to the Eighteenth Supplemental Indenture, dated as of September 1, 2022, among Rogers Communications Inc., Rogers Communications Canada Inc. and BNY Trust Company of Canada.
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Exhibit 99.1
Rogers Communications Inc. Announces Successful Completion of Consent Solicitations to Extend Special
Mandatory Redemption Date for all Senior Notes
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All Series of Senior Notes which are Subject to a Special Mandatory Redemption Will Have the Special Mandatory Redemption Date Extended to December 31, 2023
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Extension of Special Mandatory Redemption Date Ensures Bond Financing Remains in Place if Closing of Shaw Transaction Takes Place in 2023
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TORONTO, August 31, 2022 - Rogers Communications Inc. (“RCI”) today announced that, in connection with its previously announced consent solicitations, holders of a majority of the principal amount outstanding of each of the
respective series of notes listed below (the “Notes”) have delivered consents to amend the indentures governing those Notes as contemplated by the previously announced consent solicitations. As a result, the Special Mandatory Redemption Outside Date
for the Notes will be extended by one year to December 31, 2023, to ensure that the proceeds from the issuance of the Notes remain available for a further year to December 31, 2023 if the closing of the Shaw Communications acquisition takes place in
2023. All capitalized terms used in this press release but not defined herein have the meaning given to them in RCI’s press release of August 22, 2022.
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Title of Series of Notes
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2.95% Senior Notes due 2025
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3.20% Senior Notes due 2027
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3.80% Senior Notes due 2032
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4.50% Senior Notes due 2042
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4.55% Senior Notes due 2052
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3.75% Senior Notes due 2029
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4.25% Senior Notes due 2032
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5.25% Senior Notes due 2052
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The consent solicitations related to the Notes expired as of 5:00 p.m., Eastern time, on August 31, 2022 (the “Expiration Time”). RCI will pay the applicable Initial Consent Fees to the applicable tabulation agent for
distribution to holders of the Notes who delivered valid consents (and did not, in the case of the US dollar denominated Notes, validly revoke such consents) prior to the Expiration Time (such holders, the “consenting holders”) on or before
September 9, 2022. The aggregate Initial Consent Fees payable by RCI are approximately Cdn$520 million. In addition, RCI will pay the applicable Additional Consent Fees to the applicable tabulation agent for distribution to the consenting
holders within five business days following December 31, 2022 if (and only if), as of December 31, 2022, (i) the Arrangement has not yet been consummated and (ii) RCI has not become obligated under the special mandatory
redemption provision of the applicable indenture to redeem the Notes of such series (collectively, the “Additional Consent Fee Requirements”). There can be no assurance that the Additional Consent Fee
Requirements will be satisfied and, as a result, there can be no assurance that any holder will receive any Additional Consent Fee. RCI, Rogers Communications Canada, Inc., as Guarantor, and the applicable trustee will execute amending supplemental
indentures for each series of Notes to amend the applicable indentures to extend the Special Mandatory Redemption Outside Date from December 31, 2022 to December 31, 2023.
This press release is for informational purposes only and does not amend the consent solicitations, which have expired and were made solely on the terms and subject to the conditions set forth in the applicable consent solicitation statement.
Further, this press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. The consent solicitation statements do not constitute a solicitation of consents in any jurisdiction in which,
or to or from any person to or from whom, it is unlawful to make such solicitation under applicable securities laws. Copies of the consent solicitation statements may be obtained from D.F. King & Co., Inc., the Information and Tabulation Agent
for the consent solicitations relating to the US dollar denominated Notes at (212) 269-5550 (banks and brokers), (877) 783-5524 (all others, toll free), or email at rci@dfking.com and TSX Investor Solutions Inc., the Information Agent for the consent
solicitations relating to the Canadian dollar denominated Notes, by email at INFO_TMXIS@tmx.com. Any persons with questions regarding the consent solicitations relating to the US dollar denominated Notes should contact the Lead Solicitation Agents as
follows:
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BofA Securities, Inc.
620 South Tryon Street
Charlotte, North Carolina 28255
Attn: Liability Management
Toll-Free: (888) 292-0070
Collect: (980) 683-3215
Call: (704) 560-7937
Email: debt_advisory@bofa.com
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RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
New York, NY 10281
Attn: Liability Management Group
Toll-Free: +1 (877) 381-2099
Call: +1 (212) 618-7843
Email: liability.management@rbccm.com
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Scotia Capital (USA) Inc.
250 Vesey Street
New York, NY 10281
Attn: Debt Capital Markets
Toll Free: +1 (800) 372-3930
Collect: +1 (212) 225-5559
Email: LM@scotiabank.com
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Any persons with questions regarding the consent solicitations relating to the Canadian dollar denominated Notes should contact the Lead Solicitation Agents as follows:
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Merrill Lynch Canada Inc.
Brookfield Place
Bay/Wellington Tower
181 Bay Street, Suite 400
Toronto, Ontario M5J 2V8
Toll-Free: (888) 292-0070
Collect: (980) 683-3215
Call: (704) 560-7937
E-Mail: debt_advisory@bofa.com
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RBC Dominion Securities Inc.
200 Bay Street, Royal Bank Plaza North Tower, 2nd Floor
Toronto, Ontario M5J 2W7
Attention: Liability Management Group
Telephone (Local): (416) 842-6311
Telephone (Toll-Free): (877) 381-2099
E-Mail: liability.management@rbccm.com
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Scotia Capital Inc.
40 King Street West
66th Floor
Toronto, Ontario M5H 1H1
Toll Free: +1 (800) 372-3930
Collect: +1 (212) 225-5559
Email: LM@scotiabank.com
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About Rogers Communications Inc.
Rogers is a leading Canadian technology and media company that provides communications services and entertainment to consumers and businesses. Rogers shares are publicly traded on the Toronto Stock Exchange (TSX:
RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI). For more information, please visit: www.rogers.com or http://investors.rogers.com.
Caution Concerning Forward-Looking Statements
This document may include certain forward-looking information and forward-looking statements within the meaning of applicable securities laws. 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, industry structure and stability, the impact of the COVID-19 pandemic and other factors affecting the operations of RCI.
For more information:
Rogers Communications media contact
1-844-226-1338
media@rci.rogers.com
Rogers Communications investment community contact
Paul Carpino
647-435-6470
paul.carpino@rci.rogers.com
Exhibit 99.2
EXECUTION VERSION
ROGERS COMMUNICATIONS INC.,
as issuer of the Notes under the Fourteenth Supplemental Indenture,
ROGERS COMMUNICATIONS CANADA INC.,
as Guarantor
and
THE BANK OF NEW YORK MELLON,
as Trustee
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE
FOURTEENTH SUPPLEMENTAL INDENTURE
Dated as of September 1, 2022
amending the FOURTEENTH SUPPLEMENTAL INDENTURE dated as of
March 11, 2022 to the Indenture dated as of August 6, 2008
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE FOURTEENTH SUPPLEMENTAL INDENTURE dated as of September 1, 2022 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized
under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Canada Inc., a corporation organized under the laws of Canada (hereinafter called “RCCI”), and The Bank of New York Mellon, a New York
banking corporation, as trustee (hereinafter called the “Trustee”).
WHEREAS, the Company and the Trustee are parties to an indenture dated as of August 6, 2008, as the same may from time to time be supplemented or amended (other than by a Series Supplement), (the
“Indenture”);
WHEREAS, the Company, RCCI and the Trustee have previously entered into the fourteenth supplemental indenture to the Indenture, dated as of March 11, 2022 (the “Fourteenth Supplemental Indenture”), to
establish the terms of the 2.95% Senior Notes due 2025 (the “Notes”);
WHEREAS, Section 802 of the Indenture provides that, upon delivery to the Company and the Trustee of a written notice of a Holder Direction from the Holders of Outstanding Securities of each Series that would be affected
by a supplemental indenture, the Company (when authorized by a Board Resolution), RCCI and the Trustee may enter into one or more indentures supplemental to the Indenture for the purposes of, among other things, changing in any manner any of the
provisions of any Series;
WHEREAS, the Board of Directors of the Company has authorized and approved the execution and delivery of this Supplemental Indenture;
WHEREAS, Holders of a majority of the principal amount of Outstanding Notes, on or prior to the date hereof, have consented to the amendment to the provision of the Fourteenth Supplemental Indenture set
forth herein and a written notice of a Holder Direction has been delivered;
WHEREAS, the Company and RCCI have complied with all conditions precedent provided for in the Indenture, as supplemented and amended by the Fourteenth Supplemental Indenture (as so supplemented and
amended, the “Supplemented Indenture”) relating to this Supplemental Indenture; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto agree as follows:
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ARTICLE ONE
INTERPRETATION
SECTION 101. EFFECT OF SUPPLEMENTAL INDENTURE
This Supplemental Indenture shall become effective and binding on the Company, RCCI, the Trustee and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Supplemented Indenture, upon
the date on which it is executed by the Company, RCCI and the Trustee (the “Effective Date”); provided, however, that the amendment set forth in Article Two hereof shall become operative automatically upon,
and simultaneously with, the payment by the Company to the Depositary of the aggregate Initial 2025 Notes Consent Fee (as defined in the consent solicitation statement, dated as of August 22, 2022 (the “Consent Solicitation Statement”) owed to
consenting Holders in accordance with the terms and conditions set forth in the Consent Solicitation Statement (the “Amendment Operative Time”).
From and after the Amendment Operative Time, the Fourteenth Supplemental Indenture shall be amended and supplemented in accordance herewith. Each reference in the Fourteenth Supplemental Indenture to “this Indenture,”
“hereunder,” “hereof,” or “herein” shall mean and be a reference to the Fourteenth Supplemental Indenture as amended and supplemented by this Supplemental Indenture unless the context otherwise requires. The Fourteenth Supplemental Indenture as
amended and supplemented by this Supplemental Indenture shall be read, taken and construed as one and the same instrument, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Supplemented Indenture shall be bound
thereby.
In the event of a conflict between any provisions of the Fourteenth Supplemental Indenture and this Supplemental Indenture, the relevant provision or provisions of this Supplemental Indenture shall govern.
SECTION 102. FOURTEENTH SUPPLEMENTAL INDENTURE REMAINS IN FULL FORCE AND EFFECT.
Except as supplemented or amended hereby, all other provisions in the Fourteenth Supplemental Indenture, to the extent not inconsistent with the terms and provisions of this Supplemental Indenture, shall remain in full
force and effect.
SECTION 103. INCORPORATION OF FOURTEENTH SUPPLEMENTAL INDENTURE.
All the provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Fourteenth Supplemental Indenture; and the Fourteenth Supplemental Indenture, as supplemented and amended
by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument; provided, however, that with respect to the Fourteenth Supplemental
Indenture, the provisions of this Supplemental Indenture are expressly and solely for the benefit of the Holders of the Notes established thereby.
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SECTION 104. DEFINITIONS.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Fourteenth Supplemental Indenture or the Indenture, as applicable.
ARTICLE TWO
AMENDMENT
SECTION 201. AMENDMENT.
Section 304(a) of the Fourteenth Supplemental Indenture is hereby amended by replacing references to “December 31, 2022” with “December 31, 2023” as follows (stricken text indicates language that is eliminated from the
Fourteenth Supplemental Indenture and underline text indicates language that is added to the Fourteenth Supplemental Indenture):
“(a) If (i) the Arrangement is not consummated prior to December 31, 2022 December 31, 2023, (ii) the Arrangement Agreement is terminated at any time prior to December 31, 2022 December 31,
2023 (other than as a result of consummating the Arrangement) or (iii) the Company publicly announces at any time prior to December 31, 2022 December 31, 2023 that it will no longer pursue the consummation of the
Arrangement (any such event under clause (i), (ii) or (iii) above, a “Special Mandatory Redemption Event”, and the earliest date of any Special Mandatory Redemption Event, a “Trigger Date”), then the Company shall redeem all of the Outstanding Notes
at a Redemption Price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Outstanding Notes, plus accrued and unpaid interest if any, on the Notes to be redeemed to, but excluding, the Special Mandatory
Redemption Date (as defined below).”.
ARTICLE THREE
MISCELLANEOUS
SECTION 301. TRUSTEE’S ACCEPTANCE
The Trustee hereby accepts this Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Fourteenth Supplemental Indenture.
SECTION 302. COUNTERPARTS.
This Supplemental Indenture may be executed and delivered in several counterparts (including electronically by way of portable document format (pdf)), each of which so executed and delivered shall be deemed to be an
original (including if delivered by pdf), but all such counterparts shall together constitute but one and the same instrument and shall have the same effect as if an original signature had been delivered in all cases.
SECTION 303. EFFECT OF HEADINGS.
The Section headings herein are for convenience only and shall not affect the construction hereof. Unless otherwise expressly specified, references in this Supplemental Indenture to specific Section numbers refer to
Sections contained in this Supplemental Indenture, and not the Indenture, the Fourteenth Supplemental Indenture or any other document.
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SECTION 304. SUCCESSORS AND ASSIGNS.
All covenants and agreements in this Supplemental Indenture shall bind its successors and permitted assigns (if any), whether so expressed or not.
SECTION 305. SEPARABILITY CLAUSE.
In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 306. BENEFITS OF SUPPLEMENTAL INDENTURE.
Nothing in this Supplemental Indenture, express or implied, shall give to any Person (other than the parties hereto, any Paying Agent and any Security Registrar, and their successors hereunder, and the Holders of the
Notes) any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.
SECTION 307. GOVERNING LAW.
This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. This Supplemental Indenture shall be subject to the
provisions of the Trust Indenture Act that are required or deemed to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
SECTION 308. RESPONSIBILITY OF TRUSTEE.
The recitals contained herein shall be taken as the statements of the Company and RCCI and the Trustee assumes no responsibility for the correctness of such recitals. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.
SECTION 309. CONFLICTS WITH THE TRUST INDENTURE ACT.
If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of this
Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the
Trust Indenture Act shall be deemed to apply to the Fourteenth Supplemental Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
[Remainder of the Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the day and year first above written.
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ROGERS COMMUNICATIONS INC.,
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by:
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[REDACTED]
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Name:
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Title:
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by:
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[REDACTED]
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Name:
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Title:
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ROGERS COMMUNICATIONS CANADA INC.,
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by:
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[REDACTED]
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Name:
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[REDACTED]
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Title:
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[REDACTED]
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by:
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[Signature Page to the Amending Supplemental Indenture]
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THE BANK OF NEW YORK MELLON, as Trustee
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By:
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/s/ Teresa H. Wyszomierski
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Name:
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Teresa H. Wyszomierski
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Title:
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Vice President
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[Signature Page to the Amending Supplemental Indenture]
Exhibit 99.3
EXECUTION VERSION
ROGERS COMMUNICATIONS INC.,
as issuer of the Notes under the Fifteenth Supplemental Indenture,
ROGERS COMMUNICATIONS CANADA INC.,
as Guarantor
and
THE BANK OF NEW YORK MELLON,
as Trustee
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE
FIFTEENTH SUPPLEMENTAL INDENTURE
Dated as of September 1, 2022
amending the FIFTEENTH SUPPLEMENTAL INDENTURE dated as of
March 11, 2022 to the Indenture dated as of August 6, 2008
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE FIFTEENTH SUPPLEMENTAL INDENTURE dated as of September 1, 2022 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized
under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Canada Inc., a corporation organized under the laws of Canada (hereinafter called “RCCI”), and The Bank of New York Mellon, a New York
banking corporation, as trustee (hereinafter called the “Trustee”).
WHEREAS, the Company and the Trustee are parties to an indenture dated as of August 6, 2008, as the same may from time to time be supplemented or amended (other than by a Series Supplement), (the
“Indenture”);
WHEREAS, the Company, RCCI and the Trustee have previously entered into the fifteenth supplemental indenture to the Indenture, dated as of March 11, 2022 (the “Fifteenth Supplemental Indenture”), to
establish the terms of the 3.20% Senior Notes due 2027 (the “Notes”);
WHEREAS, Section 802 of the Indenture provides that, upon delivery to the Company and the Trustee of a written notice of a Holder Direction from the Holders of Outstanding Securities of each Series that would be affected
by a supplemental indenture, the Company (when authorized by a Board Resolution), RCCI and the Trustee may enter into one or more indentures supplemental to the Indenture for the purposes of, among other things, changing in any manner any of the
provisions of any Series;
WHEREAS, the Board of Directors of the Company has authorized and approved the execution and delivery of this Supplemental Indenture;
WHEREAS, Holders of a majority of the principal amount of Outstanding Notes, on or prior to the date hereof, have consented to the amendment to the provision of the Fifteenth Supplemental Indenture set
forth herein and a written notice of a Holder Direction has been delivered;
WHEREAS, the Company and RCCI have complied with all conditions precedent provided for in the Indenture, as supplemented and amended by the Fifteenth Supplemental Indenture (as so supplemented and
amended, the “Supplemented Indenture”) relating to this Supplemental Indenture; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto agree as follows:
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ARTICLE ONE
INTERPRETATION
SECTION 101. EFFECT OF SUPPLEMENTAL INDENTURE
This Supplemental Indenture shall become effective and binding on the Company, RCCI, the Trustee and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Supplemented Indenture, upon
the date on which it is executed by the Company, RCCI and the Trustee (the “Effective Date”); provided, however, that the amendment set forth in Article Two hereof shall become operative automatically upon,
and simultaneously with, the payment by the Company to the Depositary of the aggregate Initial 2027 Notes Consent Fee (as defined in the consent solicitation statement, dated as of August 22, 2022 (the “Consent Solicitation Statement”) owed to
consenting Holders in accordance with the terms and conditions set forth in the Consent Solicitation Statement (the “Amendment Operative Time”).
From and after the Amendment Operative Time, the Fifteenth Supplemental Indenture shall be amended and supplemented in accordance herewith. Each reference in the Fifteenth Supplemental Indenture to “this Indenture,”
“hereunder,” “hereof,” or “herein” shall mean and be a reference to the Fifteenth Supplemental Indenture as amended and supplemented by this Supplemental Indenture unless the context otherwise requires. The Fifteenth Supplemental Indenture as amended
and supplemented by this Supplemental Indenture shall be read, taken and construed as one and the same instrument, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Supplemented Indenture shall be bound thereby.
In the event of a conflict between any provisions of the Fifteenth Supplemental Indenture and this Supplemental Indenture, the relevant provision or provisions of this Supplemental Indenture shall govern.
SECTION 102. FIFTEENTH SUPPLEMENTAL INDENTURE REMAINS IN FULL FORCE AND EFFECT.
Except as supplemented or amended hereby, all other provisions in the Fifteenth Supplemental Indenture, to the extent not inconsistent with the terms and provisions of this Supplemental Indenture, shall remain in full
force and effect.
SECTION 103. INCORPORATION OF FIFTEENTH SUPPLEMENTAL INDENTURE.
All the provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Fifteenth Supplemental Indenture; and the Fifteenth Supplemental Indenture, as supplemented and amended by
this Supplemental Indenture, shall be read, taken and construed as one and the same instrument; provided, however, that with respect to the Fifteenth Supplemental
Indenture, the provisions of this Supplemental Indenture are expressly and solely for the benefit of the Holders of the Notes established thereby.
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SECTION 104. DEFINITIONS.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Fifteenth Supplemental Indenture or the Indenture, as applicable.
ARTICLE TWO
AMENDMENT
SECTION 201. AMENDMENT.
Section 304(a) of the Fifteenth Supplemental Indenture is hereby amended by replacing references to “December 31, 2022” with “December 31, 2023” as follows (stricken text indicates language that is eliminated from the
Fifteenth Supplemental Indenture and underline text indicates language that is added to the Fifteenth Supplemental Indenture):
“(a) If (i) the Arrangement is not consummated prior to December 31, 2022 December 31, 2023, (ii) the Arrangement Agreement is terminated at any time prior to December 31, 2022 December 31,
2023 (other than as a result of consummating the Arrangement) or (iii) the Company publicly announces at any time prior to December 31, 2022 December 31, 2023 that it will no longer pursue the consummation of the
Arrangement (any such event under clause (i), (ii) or (iii) above, a “Special Mandatory Redemption Event”, and the earliest date of any Special Mandatory Redemption Event, a “Trigger Date”), then the Company shall redeem all of the Outstanding Notes
at a Redemption Price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Outstanding Notes, plus accrued and unpaid interest if any, on the Notes to be redeemed to, but excluding, the Special Mandatory
Redemption Date (as defined below).”.
ARTICLE THREE
MISCELLANEOUS
SECTION 301. TRUSTEE’S ACCEPTANCE
The Trustee hereby accepts this Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Fifteenth Supplemental Indenture.
SECTION 302. COUNTERPARTS.
This Supplemental Indenture may be executed and delivered in several counterparts (including electronically by way of portable document format (pdf)), each of which so executed and delivered shall be deemed to be an
original (including if delivered by pdf), but all such counterparts shall together constitute but one and the same instrument and shall have the same effect as if an original signature had been delivered in all cases.
SECTION 303. EFFECT OF HEADINGS.
The Section headings herein are for convenience only and shall not affect the construction hereof. Unless otherwise expressly specified, references in this Supplemental Indenture to specific Section numbers refer to
Sections contained in this Supplemental Indenture, and not the Indenture, the Fifteenth Supplemental Indenture or any other document.
3
SECTION 304. SUCCESSORS AND ASSIGNS.
All covenants and agreements in this Supplemental Indenture shall bind its successors and permitted assigns (if any), whether so expressed or not.
SECTION 305. SEPARABILITY CLAUSE.
In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 306. BENEFITS OF SUPPLEMENTAL INDENTURE.
Nothing in this Supplemental Indenture, express or implied, shall give to any Person (other than the parties hereto, any Paying Agent and any Security Registrar, and their successors hereunder, and the Holders of the
Notes) any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.
SECTION 307. GOVERNING LAW.
This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. This Supplemental Indenture shall
be subject to the provisions of the Trust Indenture Act that are required or deemed to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
SECTION 308. RESPONSIBILITY OF TRUSTEE.
The recitals contained herein shall be taken as the statements of the Company and RCCI and the Trustee assumes no responsibility for the correctness of such recitals. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.
SECTION 309. CONFLICTS WITH THE TRUST INDENTURE ACT.
If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any
provision of this Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the
provision of the Trust Indenture Act shall be deemed to apply to the Fifteenth Supplemental Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
[Remainder of the Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the day and year first above written.
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ROGERS COMMUNICATIONS CANADA INC.,
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[Signature Page to the Amending Supplemental Indenture]
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THE BANK OF NEW YORK MELLON, as Trustee
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By:
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/s/ Teresa H. Wyszomierski
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Name:
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Teresa H. Wyszomierski
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Title:
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Vice President
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[Signature Page to the Amending Supplemental Indenture]
Exhibit 99.4
EXECUTION VERSION
ROGERS COMMUNICATIONS INC.,
as issuer of the Notes under the Sixteenth Supplemental Indenture,
ROGERS COMMUNICATIONS CANADA INC.,
as Guarantor
and
THE BANK OF NEW YORK MELLON,
as Trustee
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE
SIXTEENTH SUPPLEMENTAL INDENTURE
Dated as of September 1, 2022
amending the SIXTEENTH SUPPLEMENTAL INDENTURE dated as of
March 11, 2022 to the Indenture dated as of August 6, 2008
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE SIXTEENTH SUPPLEMENTAL INDENTURE dated as of September 1, 2022 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the laws of
the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Canada Inc., a corporation organized under the laws of Canada (hereinafter called “RCCI”), and The Bank of New York Mellon, a New York banking corporation,
as trustee (hereinafter called the “Trustee”).
WHEREAS, the Company and the Trustee are parties to an indenture dated as of August 6, 2008, as the same may from time to time be supplemented or amended (other than by a Series Supplement), (the “Indenture”);
WHEREAS, the Company, RCCI and the Trustee have previously entered into the sixteenth supplemental indenture to the Indenture, dated as of March 11, 2022 (the “Sixteenth Supplemental Indenture”), to establish the terms
of the 3.80% Senior Notes due 2032 (the “Notes”);
WHEREAS, Section 802 of the Indenture provides that, upon delivery to the Company and the Trustee of a written notice of a Holder Direction from the Holders of Outstanding Securities of each Series that would be
affected by a supplemental indenture, the Company (when authorized by a Board Resolution), RCCI and the Trustee may enter into one or more indentures supplemental to the Indenture for the purposes of, among other things, changing in any manner any
of the provisions of any Series;
WHEREAS, the Board of Directors of the Company has authorized and approved the execution and delivery of this Supplemental Indenture;
WHEREAS, Holders of a majority of the principal amount of Outstanding Notes, on or prior to the date hereof, have consented to the amendment to the provision of the Sixteenth Supplemental Indenture set forth herein and
a written notice of a Holder Direction has been delivered;
WHEREAS, the Company and RCCI have complied with all conditions precedent provided for in the Indenture, as supplemented and amended by the Sixteenth Supplemental Indenture (as so supplemented and amended, the
“Supplemented Indenture”) relating to this Supplemental Indenture; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto agree as follows:
1
ARTICLE ONE
INTERPRETATION
SECTION 101. EFFECT OF SUPPLEMENTAL INDENTURE
This Supplemental Indenture shall become effective and binding on the Company, RCCI, the Trustee and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Supplemented Indenture, upon
the date on which it is executed by the Company, RCCI and the Trustee (the “Effective Date”); provided, however, that the amendment set forth in Article Two hereof shall become operative automatically upon,
and simultaneously with, the payment by the Company to the Depositary of the aggregate Initial 2032 Notes Consent Fee (as defined in the consent solicitation statement, dated as of August 22, 2022 (the “Consent Solicitation Statement”) owed to
consenting Holders in accordance with the terms and conditions set forth in the Consent Solicitation Statement (the “Amendment Operative Time”).
From and after the Amendment Operative Time, the Sixteenth Supplemental Indenture shall be amended and supplemented in accordance herewith. Each reference in the Sixteenth Supplemental Indenture to “this Indenture,”
“hereunder,” “hereof,” or “herein” shall mean and be a reference to the Sixteenth Supplemental Indenture as amended and supplemented by this Supplemental Indenture unless the context otherwise requires. The Sixteenth Supplemental Indenture as
amended and supplemented by this Supplemental Indenture shall be read, taken and construed as one and the same instrument, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Supplemented Indenture shall be bound
thereby.
In the event of a conflict between any provisions of the Sixteenth Supplemental Indenture and this Supplemental Indenture, the relevant provision or provisions of this Supplemental Indenture shall govern.
SECTION 102. SIXTEENTH SUPPLEMENTAL INDENTURE REMAINS IN FULL FORCE AND EFFECT.
Except as supplemented or amended hereby, all other provisions in the Sixteenth Supplemental Indenture, to the extent not inconsistent with the terms and provisions of this Supplemental Indenture, shall remain in full
force and effect.
SECTION 103. INCORPORATION OF SIXTEENTH SUPPLEMENTAL INDENTURE.
All the provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Sixteenth Supplemental Indenture; and the Sixteenth Supplemental Indenture, as supplemented and amended
by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument; provided, however, that with respect to the Sixteenth Supplemental
Indenture, the provisions of this Supplemental Indenture are expressly and solely for the benefit of the Holders of the Notes established thereby.
2
SECTION 104. DEFINITIONS.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Sixteenth Supplemental Indenture or the Indenture, as applicable.
ARTICLE TWO
AMENDMENT
SECTION 201. AMENDMENT.
Section 304(a) of the Sixteenth Supplemental Indenture is hereby amended by replacing references to “December 31, 2022” with “December 31, 2023” as follows (stricken text indicates language that is eliminated from the
Sixteenth Supplemental Indenture and underline text indicates language that is added to the Sixteenth Supplemental Indenture):
“(a) If (i) the Arrangement is not consummated prior to December 31, 2022 December 31, 2023, (ii) the Arrangement Agreement is terminated at any time prior to December 31, 2022 December 31,
2023 (other than as a result of consummating the Arrangement) or (iii) the Company publicly announces at any time prior to December 31, 2022 December 31, 2023 that it will no longer pursue the consummation of the
Arrangement (any such event under clause (i), (ii) or (iii) above, a “Special Mandatory Redemption Event”, and the earliest date of any Special Mandatory Redemption Event, a “Trigger Date”), then the Company shall redeem all of the Outstanding
Notes at a Redemption Price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Outstanding Notes, plus accrued and unpaid interest if any, on the Notes to be redeemed to, but excluding, the Special
Mandatory Redemption Date (as defined below).”.
ARTICLE THREE
MISCELLANEOUS
SECTION 301. TRUSTEE’S ACCEPTANCE
The Trustee hereby accepts this Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Sixteenth Supplemental Indenture.
SECTION 302. COUNTERPARTS.
This Supplemental Indenture may be executed and delivered in several counterparts (including electronically by way of portable document format (pdf)), each of which so executed and delivered shall be deemed to be an
original (including if delivered by pdf), but all such counterparts shall together constitute but one and the same instrument and shall have the same effect as if an original signature had been delivered in all cases.
SECTION 303. EFFECT OF HEADINGS.
The Section headings herein are for convenience only and shall not affect the construction hereof. Unless otherwise expressly specified, references in this Supplemental Indenture to specific Section numbers refer to
Sections contained in this Supplemental Indenture, and not the Indenture, the Sixteenth Supplemental Indenture or any other document.
3
SECTION 304. SUCCESSORS AND ASSIGNS.
All covenants and agreements in this Supplemental Indenture shall bind its successors and permitted assigns (if any), whether so expressed or not.
SECTION 305. SEPARABILITY CLAUSE.
In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.
SECTION 306. BENEFITS OF SUPPLEMENTAL INDENTURE.
Nothing in this Supplemental Indenture, express or implied, shall give to any Person (other than the parties hereto, any Paying Agent and any Security Registrar, and their successors hereunder, and the Holders of the
Notes) any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.
SECTION 307. GOVERNING LAW.
This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. This Supplemental Indenture shall be subject to
the provisions of the Trust Indenture Act that are required or deemed to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
SECTION 308. RESPONSIBILITY OF TRUSTEE.
The recitals contained herein shall be taken as the statements of the Company and RCCI and the Trustee assumes no responsibility for the correctness of such recitals. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.
SECTION 309. CONFLICTS WITH THE TRUST INDENTURE ACT.
If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of this
Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision of the
Trust Indenture Act shall be deemed to apply to the Sixteenth Supplemental Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
[Remainder of the Page Intentionally Left Blank]
4
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the day and year first above written.
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ROGERS COMMUNICATIONS CANADA INC.,
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[Signature Page to the Amending Supplemental Indenture]
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THE BANK OF NEW YORK MELLON, as Trustee
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by:
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/s/ Teresa H. Wyszomierski
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Name:
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Teresa H. Wyszomierski | |
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Title:
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Vice President
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[Signature Page to the Amending Supplemental Indenture]
Exhibit 99.5
EXECUTION VERSION
ROGERS COMMUNICATIONS INC.,
as issuer of the Notes under the Seventeenth Supplemental Indenture,
ROGERS COMMUNICATIONS CANADA INC.,
as Guarantor
and
THE BANK OF NEW YORK MELLON,
as Trustee
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE
SEVENTEENTH SUPPLEMENTAL INDENTURE
Dated as of September 1, 2022
amending the SEVENTEENTH SUPPLEMENTAL INDENTURE dated as of
March 11, 2022 to the Indenture dated as of August 6, 2008
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE SEVENTEENTH SUPPLEMENTAL INDENTURE dated as of September 1, 2022 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the
laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Canada Inc., a corporation organized under the laws of Canada (hereinafter called “RCCI”), and The Bank of New York Mellon, a New York banking
corporation, as trustee (hereinafter called the “Trustee”).
WHEREAS, the Company and the Trustee are parties to an indenture dated as of August 6, 2008, as the same may from time to time be supplemented or amended (other than by a Series Supplement), (the “Indenture”);
WHEREAS, the Company, RCCI and the Trustee have previously entered into the seventeenth supplemental indenture to the Indenture, dated as of March 11, 2022 (the “Seventeenth Supplemental Indenture”), to establish
the terms of the 4.50% Senior Notes due 2042 (the “Notes”);
WHEREAS, Section 802 of the Indenture provides that, upon delivery to the Company and the Trustee of a written notice of a Holder Direction from the Holders of Outstanding Securities of each Series that would be
affected by a supplemental indenture, the Company (when authorized by a Board Resolution), RCCI and the Trustee may enter into one or more indentures supplemental to the Indenture for the purposes of, among other things, changing in any
manner any of the provisions of any Series;
WHEREAS, the Board of Directors of the Company has authorized and approved the execution and delivery of this Supplemental Indenture;
WHEREAS, Holders of a majority of the principal amount of Outstanding Notes, on or prior to the date hereof, have consented to the amendment to the provision of the Seventeenth Supplemental Indenture set forth
herein and a written notice of a Holder Direction has been delivered;
WHEREAS, the Company and RCCI have complied with all conditions precedent provided for in the Indenture, as supplemented and amended by the Seventeenth Supplemental Indenture (as so supplemented and amended, the
“Supplemented Indenture”) relating to this Supplemental Indenture; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto agree as follows:
1
ARTICLE ONE
INTERPRETATION
SECTION 101. EFFECT OF SUPPLEMENTAL INDENTURE
This Supplemental Indenture shall become effective and binding on the Company, RCCI, the Trustee and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Supplemented Indenture,
upon the date on which it is executed by the Company, RCCI and the Trustee (the “Effective Date”); provided, however, that the amendment set forth in Article Two hereof shall become operative
automatically upon, and simultaneously with, the payment by the Company to the Depositary of the aggregate Initial 2042 Notes Consent Fee (as defined in the consent solicitation statement, dated as of August 22, 2022 (the “Consent
Solicitation Statement”) owed to consenting Holders in accordance with the terms and conditions set forth in the Consent Solicitation Statement (the “Amendment Operative Time”).
From and after the Amendment Operative Time, the Seventeenth Supplemental Indenture shall be amended and supplemented in accordance herewith. Each reference in the Seventeenth Supplemental Indenture to “this
Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Seventeenth Supplemental Indenture as amended and supplemented by this Supplemental Indenture unless the context otherwise requires. The Seventeenth
Supplemental Indenture as amended and supplemented by this Supplemental Indenture shall be read, taken and construed as one and the same instrument, and every Holder of Notes heretofore or hereafter authenticated and delivered under the
Supplemented Indenture shall be bound thereby.
In the event of a conflict between any provisions of the Seventeenth Supplemental Indenture and this Supplemental Indenture, the relevant provision or provisions of this Supplemental Indenture shall govern.
SECTION 102. SEVENTEENTH SUPPLEMENTAL INDENTURE REMAINS IN FULL FORCE AND EFFECT.
Except as supplemented or amended hereby, all other provisions in the Seventeenth Supplemental Indenture, to the extent not inconsistent with the terms and provisions of this Supplemental Indenture, shall remain
in full force and effect.
SECTION 103. INCORPORATION OF SEVENTEENTH SUPPLEMENTAL INDENTURE.
All the provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Seventeenth Supplemental Indenture; and the Seventeenth Supplemental Indenture, as supplemented and
amended by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument; provided, however, that with respect to the
Seventeenth Supplemental Indenture, the provisions of this Supplemental Indenture are expressly and solely for the benefit of the Holders of the Notes established thereby.
2
SECTION 104. DEFINITIONS.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Seventeenth Supplemental Indenture or the Indenture, as applicable.
ARTICLE TWO
AMENDMENT
SECTION 201. AMENDMENT.
Section 304(a) of the Seventeenth Supplemental Indenture is hereby amended by replacing references to “December 31, 2022” with “December 31, 2023” as follows (stricken text indicates language that is eliminated
from the Seventeenth Supplemental Indenture and underline text indicates language that is added to the Seventeenth Supplemental Indenture):
“(a) If (i) the Arrangement is not consummated prior to December 31, 2022 December 31, 2023, (ii) the Arrangement Agreement is terminated at any time prior to December 31, 2022 December 31,
2023 (other than as a result of consummating the Arrangement) or (iii) the Company publicly announces at any time prior to December 31, 2022 December 31, 2023 that it will no longer pursue the consummation of
the Arrangement (any such event under clause (i), (ii) or (iii) above, a “Special Mandatory Redemption Event”, and the earliest date of any Special Mandatory Redemption Event, a “Trigger Date”), then the Company shall redeem all of the
Outstanding Notes at a Redemption Price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Outstanding Notes, plus accrued and unpaid interest if any, on the Notes to be redeemed to, but
excluding, the Special Mandatory Redemption Date (as defined below).”.
ARTICLE THREE
MISCELLANEOUS
SECTION 301. TRUSTEE’S ACCEPTANCE
The Trustee hereby accepts this Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Seventeenth Supplemental Indenture.
SECTION 302. COUNTERPARTS.
This Supplemental Indenture may be executed and delivered in several counterparts (including electronically by way of portable document format (pdf)), each of which so executed and delivered shall be deemed to be
an original (including if delivered by pdf), but all such counterparts shall together constitute but one and the same instrument and shall have the same effect as if an original signature had been delivered in all cases.
SECTION 303. EFFECT OF HEADINGS.
The Section headings herein are for convenience only and shall not affect the construction hereof. Unless otherwise expressly specified, references in this Supplemental Indenture to specific Section numbers
refer to Sections contained in this Supplemental Indenture, and not the Indenture, the Seventeenth Supplemental Indenture or any other document.
3
SECTION 304. SUCCESSORS AND ASSIGNS.
All covenants and agreements in this Supplemental Indenture shall bind its successors and permitted assigns (if any), whether so expressed or not.
SECTION 305. SEPARABILITY CLAUSE.
In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.
SECTION 306. BENEFITS OF SUPPLEMENTAL INDENTURE.
Nothing in this Supplemental Indenture, express or implied, shall give to any Person (other than the parties hereto, any Paying Agent and any Security Registrar, and their successors hereunder, and the Holders of
the Notes) any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.
SECTION 307. GOVERNING LAW.
This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. This Supplemental Indenture shall be subject
to the provisions of the Trust Indenture Act that are required or deemed to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
SECTION 308. RESPONSIBILITY OF TRUSTEE.
The recitals contained herein shall be taken as the statements of the Company and RCCI and the Trustee assumes no responsibility for the correctness of such recitals. The Trustee makes no representation as to
the validity or sufficiency of this Supplemental Indenture.
SECTION 309. CONFLICTS WITH THE TRUST INDENTURE ACT.
If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision
of this Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the
provision of the Trust Indenture Act shall be deemed to apply to the Seventeenth Supplemental Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
[Remainder of the Page Intentionally Left Blank]
4
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the day and year first above written.
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ROGERS COMMUNICATIONS CANADA INC.,
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by:
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[REDACTED]
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[Signature Page to the Amending Supplemental Indenture]
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THE BANK OF NEW YORK MELLON, as Trustee
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by:
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/s/ Teresa H. Wyszomierski
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Name:
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Teresa H. Wyszomierski | |
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Title:
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Vice President
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[Signature Page to the Amending Supplemental Indenture]
Exhibit 99.6
EXECUTION VERSION
ROGERS COMMUNICATIONS INC.,
as issuer of the Notes under the Eighteenth Supplemental Indenture,
ROGERS COMMUNICATIONS CANADA INC.,
as Guarantor
and
THE BANK OF NEW YORK MELLON,
as Trustee
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE
EIGHTEENTH SUPPLEMENTAL INDENTURE
Dated as of September 1, 2022
amending the EIGHTEENTH SUPPLEMENTAL INDENTURE dated as of
March 11, 2022 to the Indenture dated as of August 6, 2008
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE EIGHTEENTH SUPPLEMENTAL INDENTURE dated as of September 1, 2022 (this “Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under the laws
of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Canada Inc., a corporation organized under the laws of Canada (hereinafter called “RCCI”), and The Bank of New York Mellon, a New York banking
corporation, as trustee (hereinafter called the “Trustee”).
WHEREAS, the Company and the Trustee are parties to an indenture dated as of August 6, 2008, as the same may from time to time be supplemented or amended (other than by a Series Supplement), (the “Indenture”);
WHEREAS, the Company, RCCI and the Trustee have previously entered into the eighteenth supplemental indenture to the Indenture, dated as of March 11, 2022 (the “Eighteenth Supplemental Indenture”), to establish the
terms of the 4.55% Senior Notes due 2052 (the “Notes”);
WHEREAS, Section 802 of the Indenture provides that, upon delivery to the Company and the Trustee of a written notice of a Holder Direction from the Holders of Outstanding Securities of each Series that would be
affected by a supplemental indenture, the Company (when authorized by a Board Resolution), RCCI and the Trustee may enter into one or more indentures supplemental to the Indenture for the purposes of, among other things, changing in any manner
any of the provisions of any Series;
WHEREAS, the Board of Directors of the Company has authorized and approved the execution and delivery of this Supplemental Indenture;
WHEREAS, Holders of a majority of the principal amount of Outstanding Notes, on or prior to the date hereof, have consented to the amendment to the provision of the Eighteenth Supplemental Indenture set forth herein
and a written notice of a Holder Direction has been delivered;
WHEREAS, the Company and RCCI have complied with all conditions precedent provided for in the Indenture, as supplemented and amended by the Eighteenth Supplemental Indenture (as so supplemented and amended, the
“Supplemented Indenture”) relating to this Supplemental Indenture; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto agree as follows:
1
ARTICLE ONE
INTERPRETATION
SECTION 101. EFFECT OF SUPPLEMENTAL INDENTURE
This Supplemental Indenture shall become effective and binding on the Company, RCCI, the Trustee and every Holder of the Notes heretofore or hereafter authenticated and delivered under the Supplemented Indenture,
upon the date on which it is executed by the Company, RCCI and the Trustee (the “Effective Date”); provided, however, that the amendment set forth in Article Two hereof shall become operative
automatically upon, and simultaneously with, the payment by the Company to the Depositary of the aggregate Initial 2052 Notes Consent Fee (as defined in the consent solicitation statement, dated as of August 22, 2022 (the “Consent Solicitation
Statement”) owed to consenting Holders in accordance with the terms and conditions set forth in the Consent Solicitation Statement (the “Amendment Operative Time”).
From and after the Amendment Operative Time, the Eighteenth Supplemental Indenture shall be amended and supplemented in accordance herewith. Each reference in the Eighteenth Supplemental Indenture to “this
Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Eighteenth Supplemental Indenture as amended and supplemented by this Supplemental Indenture unless the context otherwise requires. The Eighteenth Supplemental
Indenture as amended and supplemented by this Supplemental Indenture shall be read, taken and construed as one and the same instrument, and every Holder of Notes heretofore or hereafter authenticated and delivered under the Supplemented Indenture
shall be bound thereby.
In the event of a conflict between any provisions of the Eighteenth Supplemental Indenture and this Supplemental Indenture, the relevant provision or provisions of this Supplemental Indenture shall govern.
SECTION 102. EIGHTEENTH SUPPLEMENTAL INDENTURE REMAINS IN FULL FORCE AND EFFECT.
Except as supplemented or amended hereby, all other provisions in the Eighteenth Supplemental Indenture, to the extent not inconsistent with the terms and provisions of this Supplemental Indenture, shall remain in
full force and effect.
SECTION 103. INCORPORATION OF EIGHTEENTH SUPPLEMENTAL INDENTURE.
All the provisions of this Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Eighteenth Supplemental Indenture; and the Eighteenth Supplemental Indenture, as supplemented and
amended by this Supplemental Indenture, shall be read, taken and construed as one and the same instrument; provided, however, that with respect to the Eighteenth
Supplemental Indenture, the provisions of this Supplemental Indenture are expressly and solely for the benefit of the Holders of the Notes established thereby.
2
SECTION 104. DEFINITIONS.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Eighteenth Supplemental Indenture or the Indenture, as applicable.
ARTICLE TWO
AMENDMENT
SECTION 201. AMENDMENT.
Section 304(a) of the Eighteenth Supplemental Indenture is hereby amended by replacing references to “December 31, 2022” with “December 31, 2023” as follows (stricken text indicates language that is eliminated from
the Eighteenth Supplemental Indenture and underline text indicates language that is added to the Eighteenth Supplemental Indenture):
“(a) If (i) the Arrangement is not consummated prior to December 31, 2022 December 31, 2023, (ii) the Arrangement Agreement is terminated at any time prior to December 31, 2022 December 31,
2023 (other than as a result of consummating the Arrangement) or (iii) the Company publicly announces at any time prior to December 31, 2022 December 31, 2023 that it will no longer pursue the consummation of the
Arrangement (any such event under clause (i), (ii) or (iii) above, a “Special Mandatory Redemption Event”, and the earliest date of any Special Mandatory Redemption Event, a “Trigger Date”), then the Company shall redeem all of the Outstanding
Notes at a Redemption Price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Outstanding Notes, plus accrued and unpaid interest if any, on the Notes to be redeemed to, but excluding, the Special
Mandatory Redemption Date (as defined below).”.
ARTICLE THREE
MISCELLANEOUS
SECTION 301. TRUSTEE’S ACCEPTANCE
The Trustee hereby accepts this Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Eighteenth Supplemental Indenture.
SECTION 302. COUNTERPARTS.
This Supplemental Indenture may be executed and delivered in several counterparts (including electronically by way of portable document format (pdf)), each of which so executed and delivered shall be deemed to be an
original (including if delivered by pdf), but all such counterparts shall together constitute but one and the same instrument and shall have the same effect as if an original signature had been delivered in all cases.
SECTION 303. EFFECT OF HEADINGS.
The Section headings herein are for convenience only and shall not affect the construction hereof. Unless otherwise expressly specified, references in this Supplemental Indenture to specific Section numbers refer to
Sections contained in this Supplemental Indenture, and not the Indenture, the Eighteenth Supplemental Indenture or any other document.
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SECTION 304. SUCCESSORS AND ASSIGNS.
All covenants and agreements in this Supplemental Indenture shall bind its successors and permitted assigns (if any), whether so expressed or not.
SECTION 305. SEPARABILITY CLAUSE.
In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.
SECTION 306. BENEFITS OF SUPPLEMENTAL INDENTURE.
Nothing in this Supplemental Indenture, express or implied, shall give to any Person (other than the parties hereto, any Paying Agent and any Security Registrar, and their successors hereunder, and the Holders of the
Notes) any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.
SECTION 307. GOVERNING LAW.
This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. This Supplemental Indenture shall be subject to
the provisions of the Trust Indenture Act that are required or deemed to be a part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
SECTION 308. RESPONSIBILITY OF TRUSTEE.
The recitals contained herein shall be taken as the statements of the Company and RCCI and the Trustee assumes no responsibility for the correctness of such recitals. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.
SECTION 309. CONFLICTS WITH THE TRUST INDENTURE ACT.
If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act that is required under the Trust Indenture Act to be part of and govern any provision of
this Supplemental Indenture, the provision of the Trust Indenture Act shall control. If any provision of this Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the provision
of the Trust Indenture Act shall be deemed to apply to the Eighteenth Supplemental Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
[Remainder of the Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed all as of the day and year first above written.
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[Signature Page to the Amending Supplemental Indenture]
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THE BANK OF NEW YORK MELLON, as Trustee
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by:
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/s/ Teresa H. Wyszomierski
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Name:
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Teresa H. Wyszomierski | |
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Vice President
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[Signature Page to the Amending Supplemental Indenture]
Exhibit 99.7
ROGERS COMMUNICATIONS INC.,
as issuer of the Notes under the Sixteenth Supplemental Indenture,
ROGERS COMMUNICATIONS CANADA INC.,
as the Guarantor
and
BNY TRUST COMPANY OF CANADA,
as Trustee
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE
SIXTEENTH SUPPLEMENTAL INDENTURE
Dated as of September 1, 2022
amending the SIXTEENTH SUPPLEMENTAL INDENTURE dated as of
March 11, 2022 to the Indenture dated as of May 26, 2009
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE SIXTEENTH SUPPLEMENTAL INDENTURE dated as of September 1, 2022 (this “First Amending Supplemental Indenture”), among Rogers Communications Inc., a corporation organized under
the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Canada Inc., a corporation organized under the laws of Canada (hereinafter called the “Guarantor”) and BNY Trust Company of Canada, a trust company
existing and licensed under the federal laws of Canada, as trustee.
WHEREAS, the Company and CIBC Mellon Trust Company (the “Former Trustee”) are parties to an indenture dated as of May 26, 2009 (as the same may from time to time be supplemented or amended (other than by a Series
Supplement), the “Indenture”);
WHEREAS, pursuant to a resignation and appointment agreement between the Trustee, the Former Trustee and the Company dated as of October 19, 2018, the Former Trustee resigned as trustee under the Indenture and the Company
appointed BNY Trust Company of Canada, a trust company existing and licensed under the federal laws of Canada (hereinafter called the “Trustee”) to serve as the successor trustee under the Indenture pursuant to the terms thereof;
WHEREAS, the Company, the Guarantor and the Trustee have previously entered into the sixteenth supplemental indenture dated as of March 11, 2022 to the Indenture (the “Sixteenth Series Supplement”), establishing the terms
and conditions of the 3.75% Senior Notes due 2029 (the “2029 Notes”);
WHEREAS, Section 802 of the Indenture provides that, upon delivery to the Company and the Trustee of a written notice of a Holder Direction from the Holders of Outstanding Securities of each Series that would be affected
by a supplemental indenture, the Company (when authorized by a Board Resolution), the Guarantor and the Trustee may enter into one or more indentures supplemental to the Indenture for the purposes of, among other things, changing in any manner any of
the provisions of any Series;
WHEREAS, the Board of Directors of the Company has authorized and approved the execution and delivery of this First Supplemental Indenture;
WHEREAS, a written notice of a Holder Direction from the Holders of the 2029 Notes consenting to the amendments to the provisions of the Sixteenth Series Supplement provided herein has been delivered;
WHEREAS, the Company has complied with all conditions precedent provided for in the Indenture, as supplemented and amended by the Sixteenth Series Supplement (as so supplemented and amended, the “Supplemented Indenture”)
relating to this First Amending Supplemental Indenture;
WHEREAS, the recitals hereto are made by the Company or the Guarantor, as applicable, and not by the Trustee;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto agree as follows:
ARTICLE ONE
INTERPRETATION
SECTION 101. EFFECT OF FIRST AMENDING SUPPLEMENTAL INDENTURE
Upon the execution and delivery of this First Amending Supplemental Indenture by the Company, the Guarantor and the Trustee, the Sixteenth Series Supplement shall be supplemented and amended in accordance herewith, and
this First Amending Supplemental Indenture shall form a part of the Sixteenth Series Supplement for all purposes. In the event of a conflict between any provisions of the Sixteenth Series Supplement and this First Amending Supplemental Indenture, the
relevant provision or provisions of this First Amending Supplemental Indenture shall govern.
SECTION 102. SIXTEENTH SERIES SUPPLEMENT REMAINS IN FULL FORCE AND EFFECT.
Except as supplemented or amended hereby, all other provisions in the Sixteenth Series Supplement, to the extent not inconsistent with the terms and provisions of this First Amending Supplemental Indenture, shall remain in
full force and effect.
SECTION 103. INCORPORATION OF SIXTEENTH SERIES SUPPLEMENT.
All the provisions of this First Amending Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Sixteenth Series Supplement; and the Sixteenth Series Supplement, as supplemented and amended
by this First Amending Supplemental Indenture, shall be read, taken and construed as one and the same instrument; provided, however, that with respect to the Sixteenth
Series Supplement, the provisions of this First Amending Supplemental Indenture are expressly and solely for the benefit of the Holders of the Notes of the 2029 Notes established under the Sixteenth Series Supplement.
SECTION 104. DEFINITIONS.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Sixteenth Series Supplement or the Indenture, as applicable.
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ARTICLE TWO
AMENDMENT TO THE SIXTEENTH SERIES SUPPLEMENT
SECTION 201. AMENDMENT TO SPECIAL MANDATORY REDEMPTION EVENT AND TRIGGER DATE
Section 408(a) of the Sixteenth Series Supplement is hereby amended by replacing references to “December 31, 2022” with “December 31, 2023” as follows (stricken text indicates language that is eliminated from the Sixteenth
Series Supplement and underline text indicates language that is added to the Sixteenth Series Supplement):
“(a) If (i) the Arrangement is not consummated prior to December 31, 2022 December 31, 2023, (ii) the Arrangement Agreement is terminated at any time prior to December 31, 2022 December 31, 2023 (other than as a result of consummating the Arrangement) or (iii) the Company publicly announces at any time prior to December
31, 2022 December 31, 2023 that it will no longer pursue the consummation of the Arrangement (any such event under clause (i), (ii) or (iii) above, a “Special Mandatory Redemption Event”, and the earliest date of any Special
Mandatory Redemption Event, a “Trigger Date”), then the Company shall redeem all of the Outstanding Notes at a Redemption Price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount of the Outstanding Notes, plus
accrued and unpaid interest if any, on the Notes to be redeemed to, but excluding, the Special Mandatory Redemption Date.”.
SECTION 202. EFFECT OF FIRST AMENDING SUPPLEMENTAL INDENTURE
Upon the execution and delivery of this First Amending Supplemental Indenture by the Company, the Guarantor and the Trustee, the Supplemented Indenture shall be supplemented and amended in accordance herewith, and this
First Amending Supplemental Indenture shall form a part of the Supplemented Indenture for all purposes and every Holder of a Security heretofore or hereafter authenticated and delivered under the Supplemented Indenture shall be bound thereby.
ARTICLE THREE
MISCELLANEOUS
SECTION 301. TRUSTEE’S ACCEPTANCE
The Trustee hereby accepts this First Amending Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Sixteenth Series Supplement.
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SECTION 302. COUNTERPARTS.
This First Amending Supplemental Indenture may be executed and delivered in several counterparts (including electronically by way of portable document format (pdf)), each of which so executed and delivered shall be deemed
to be an original (including if delivered by pdf), but all such counterparts shall together constitute but one and the same instrument and shall have the same effect as if an original signature had been delivered in all cases.
SECTION 303. EFFECT OF HEADINGS.
The Section headings herein are for convenience only and shall not affect the construction hereof. Unless otherwise expressly specified, references in this First Amending Supplemental Indenture to specific Section numbers
refer to Sections contained in this First Amending Supplemental Indenture, and not the Indenture, the Sixteenth Series Supplement or any other document.
SECTION 304. SUCCESSORS AND ASSIGNS.
All covenants and agreements in this First Amending Supplemental Indenture by the Company and the Guarantor shall bind their respective successors and permitted assigns (if any), whether so expressed or not. All covenants
and agreements of the Trustee in this First Amending Supplemental Indenture shall bind its successors and permitted assigns (if any), whether so expressed or not.
SECTION 305. SEPARABILITY CLAUSE.
In case any provision in this First Amending Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 306. BENEFITS OF SUPPLEMENTAL INDENTURE.
Nothing in this First Amending Supplemental Indenture, express or implied, shall give to any Person (other than the parties hereto, any Paying Agent and any Security Registrar, and their successors hereunder, and the
Holders of the Notes of the 2029 Notes, with respect to the Sixteenth Series Supplement) any benefit or any legal or equitable right, remedy or claim under this First Amending Supplemental Indenture.
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SECTION 307. GOVERNING LAW.
This First Amending Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. This First Amending Supplemental Indenture
shall be subject to the provisions of Trust Indenture Legislation that are required or deemed to be a part of this First Amending Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amending Supplemental Indenture to be duly executed all as of the day and year first above written.
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ROGERS COMMUNICATIONS CANADA INC.,
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Signature pages to the first amending supplemental indenture to the sixteenth supplemental indenture
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BNY TRUST COMPANY OF CANADA, as Trustee
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By:
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/s/ “Manuel Arias” |
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Name:
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Manuel Arias |
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Title:
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Authorised Signatory
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Signature pages to the first amending supplemental indenture to the sixteenth supplemental indenture
Exhibit 99.8
ROGERS COMMUNICATIONS INC.,
as issuer of the Notes under the Seventeenth Supplemental Indenture,
ROGERS COMMUNICATIONS CANADA INC.,
as the Guarantor
and
BNY TRUST COMPANY OF CANADA,
as Trustee
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE
SEVENTEENTH SUPPLEMENTAL INDENTURE
Dated as of September 1, 2022
amending the SEVENTEENTH SUPPLEMENTAL INDENTURE dated as of
March 11, 2022 to the Indenture dated as of May 26, 2009
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE SEVENTEENTH SUPPLEMENTAL INDENTURE dated as of September 1, 2022 (this “First Amending Supplemental Indenture”), among Rogers Communications Inc., a corporation organized
under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Canada Inc., a corporation organized under the laws of Canada (hereinafter called the “Guarantor”) and BNY Trust Company of Canada, a trust
company existing and licensed under the federal laws of Canada, as trustee.
WHEREAS, the Company and CIBC Mellon Trust Company (the “Former Trustee”) are parties to an indenture dated as of May 26, 2009 (as the same may from time to time be supplemented or amended (other than by a Series
Supplement), the “Indenture”);
WHEREAS, pursuant to a resignation and appointment agreement between the Trustee, the Former Trustee and the Company dated as of October 19, 2018, the Former Trustee resigned as trustee under the Indenture and the
Company appointed BNY Trust Company of Canada, a trust company existing and licensed under the federal laws of Canada (hereinafter called the “Trustee”) to serve as the successor trustee under the Indenture pursuant to the terms thereof;
WHEREAS, the Company, the Guarantor and the Trustee have previously entered into the seventeenth supplemental indenture dated as of March 11, 2022 to the Indenture (the “Seventeenth Series Supplement”), establishing
the terms and conditions of the 4.25% Senior Notes due 2032 (the “2032 Notes”);
WHEREAS, Section 802 of the Indenture provides that, upon delivery to the Company and the Trustee of a written notice of a Holder Direction from the Holders of Outstanding Securities of each Series that would be
affected by a supplemental indenture, the Company (when authorized by a Board Resolution), the Guarantor and the Trustee may enter into one or more indentures supplemental to the Indenture for the purposes of, among other things, changing in any
manner any of the provisions of any Series;
WHEREAS, the Board of Directors of the Company has authorized and approved the execution and delivery of this First Supplemental Indenture;
WHEREAS, a written notice of a Holder Direction from the Holders of the 2032 Notes consenting to the amendments to the provisions of the Seventeenth Series Supplement provided herein has been delivered;
WHEREAS, the Company has complied with all conditions precedent provided for in the Indenture, as supplemented and amended by the Seventeenth Series Supplement (as so supplemented and amended, the “Supplemented
Indenture”) relating to this First Amending Supplemental Indenture;
WHEREAS, the recitals hereto are made by the Company or the Guarantor, as applicable, and not by the Trustee;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto agree as follows:
ARTICLE ONE
INTERPRETATION
SECTION 101. EFFECT OF FIRST AMENDING SUPPLEMENTAL INDENTURE
Upon the execution and delivery of this First Amending Supplemental Indenture by the Company, the Guarantor and the Trustee, the Seventeenth Series Supplement shall be supplemented and amended in accordance herewith,
and this First Amending Supplemental Indenture shall form a part of the Seventeenth Series Supplement for all purposes. In the event of a conflict between any provisions of the Seventeenth Series Supplement and this First Amending Supplemental
Indenture, the relevant provision or provisions of this First Amending Supplemental Indenture shall govern.
SECTION 102. SEVENTEENTH SERIES SUPPLEMENT REMAINS IN FULL FORCE AND EFFECT.
Except as supplemented or amended hereby, all other provisions in the Seventeenth Series Supplement, to the extent not inconsistent with the terms and provisions of this First Amending Supplemental Indenture, shall
remain in full force and effect.
SECTION 103. INCORPORATION OF SEVENTEENTH SERIES SUPPLEMENT.
All the provisions of this First Amending Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Seventeenth Series Supplement; and the Seventeenth Series Supplement, as supplemented and
amended by this First Amending Supplemental Indenture, shall be read, taken and construed as one and the same instrument; provided, however, that with respect to
the Seventeenth Series Supplement, the provisions of this First Amending Supplemental Indenture are expressly and solely for the benefit of the Holders of the Notes of the 2032 Notes established under the Seventeenth Series Supplement.
SECTION 104. DEFINITIONS.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Seventeenth Series Supplement or the Indenture, as applicable.
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ARTICLE TWO
AMENDMENT TO THE SEVENTEENTH SERIES SUPPLEMENT
SECTION 201. AMENDMENT TO SPECIAL MANDATORY REDEMPTION EVENT AND TRIGGER DATE
Section 408(a) of the Seventeenth Series Supplement is hereby amended by replacing references to “December 31, 2022” with “December 31, 2023” as follows (stricken text indicates language that is eliminated from the
Seventeenth Series Supplement and underline text indicates language that is added to the Seventeenth Series Supplement):
“(a) If (i) the Arrangement is not consummated prior to December 31, 2022 December 31, 2023, (ii) the Arrangement Agreement is terminated at any time prior
to December 31, 2022 December 31, 2023 (other than as a result of consummating the Arrangement) or (iii) the Company publicly announces at any time prior to December 31, 2022 December 31, 2023 that it will no longer pursue the consummation of the Arrangement (any such event under clause (i), (ii) or (iii) above, a “Special Mandatory Redemption Event”, and the
earliest date of any Special Mandatory Redemption Event, a “Trigger Date”), then the Company shall redeem all of the Outstanding Notes at a Redemption Price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount
of the Outstanding Notes, plus accrued and unpaid interest if any, on the Notes to be redeemed to, but excluding, the Special Mandatory Redemption Date.”.
SECTION 202. EFFECT OF FIRST AMENDING SUPPLEMENTAL INDENTURE
Upon the execution and delivery of this First Amending Supplemental Indenture by the Company, the Guarantor and the Trustee, the Supplemented Indenture shall be supplemented and amended in accordance herewith, and this
First Amending Supplemental Indenture shall form a part of the Supplemented Indenture for all purposes and every Holder of a Security heretofore or hereafter authenticated and delivered under the Supplemented Indenture shall be bound thereby.
ARTICLE THREE
MISCELLANEOUS
SECTION 301. TRUSTEE’S ACCEPTANCE
The Trustee hereby accepts this First Amending Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Seventeenth Series Supplement.
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SECTION 302. COUNTERPARTS.
This First Amending Supplemental Indenture may be executed and delivered in several counterparts (including electronically by way of portable document format (pdf)), each of which so executed and delivered shall be
deemed to be an original (including if delivered by pdf), but all such counterparts shall together constitute but one and the same instrument and shall have the same effect as if an original signature had been delivered in all cases.
SECTION 303. EFFECT OF HEADINGS.
The Section headings herein are for convenience only and shall not affect the construction hereof. Unless otherwise expressly specified, references in this First Amending Supplemental Indenture to specific Section
numbers refer to Sections contained in this First Amending Supplemental Indenture, and not the Indenture, the Seventeenth Series Supplement or any other document.
SECTION 304. SUCCESSORS AND ASSIGNS.
All covenants and agreements in this First Amending Supplemental Indenture by the Company and the Guarantor shall bind their respective successors and permitted assigns (if any), whether so expressed or not. All
covenants and agreements of the Trustee in this First Amending Supplemental Indenture shall bind its successors and permitted assigns (if any), whether so expressed or not.
SECTION 305. SEPARABILITY CLAUSE.
In case any provision in this First Amending Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 306. BENEFITS OF SUPPLEMENTAL INDENTURE.
Nothing in this First Amending Supplemental Indenture, express or implied, shall give to any Person (other than the parties hereto, any Paying Agent and any Security Registrar, and their successors hereunder, and the
Holders of the Notes of the 2032 Notes, with respect to the Seventeenth Series Supplement) any benefit or any legal or equitable right, remedy or claim under this First Amending Supplemental Indenture.
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SECTION 307. GOVERNING LAW.
This First Amending Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. This First Amending Supplemental
Indenture shall be subject to the provisions of Trust Indenture Legislation that are required or deemed to be a part of this First Amending Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amending Supplemental Indenture to be duly executed all as of the day and year first above written.
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ROGERS COMMUNICATIONS CANADA INC.,
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Signature pages to the first amending supplemental indenture to the seventeenth supplemental indenture
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BNY TRUST COMPANY OF CANADA, as Trustee
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By:
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/s/ “Manual Arias” |
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Name:
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Manuel Arias |
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Title:
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Authorised Signatory
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Signature pages to the first amending supplemental indenture to the seventeenth supplemental indenture
Exhibit 99.9
ROGERS COMMUNICATIONS INC.,
as issuer of the Notes under the Eighteenth Supplemental Indenture,
ROGERS COMMUNICATIONS CANADA INC.,
as the Guarantor
and
BNY TRUST COMPANY OF CANADA,
as Trustee
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE
EIGHTEENTH SUPPLEMENTAL INDENTURE
Dated as of September 1, 2022
amending the EIGHTEENTH SUPPLEMENTAL INDENTURE dated as of
March 11, 2022 to the Indenture dated as of May 26, 2009
________________________________________
FIRST AMENDING SUPPLEMENTAL INDENTURE TO THE EIGHTEENTH SUPPLEMENTAL INDENTURE dated as of September 1, 2022 (this “First Amending Supplemental Indenture”), among Rogers Communications Inc., a corporation organized
under the laws of the Province of British Columbia (hereinafter called the “Company”), Rogers Communications Canada Inc., a corporation organized under the laws of Canada (hereinafter called the “Guarantor”) and BNY Trust Company of Canada, a trust
company existing and licensed under the federal laws of Canada, as trustee.
WHEREAS, the Company and CIBC Mellon Trust Company (the “Former Trustee”) are parties to an indenture dated as of May 26, 2009 (as the same may from time to time be supplemented or amended (other than by a Series
Supplement), the “Indenture”);
WHEREAS, pursuant to a resignation and appointment agreement between the Trustee, the Former Trustee and the Company dated as of October 19, 2018, the Former Trustee resigned as trustee under the Indenture and the
Company appointed BNY Trust Company of Canada, a trust company existing and licensed under the federal laws of Canada (hereinafter called the “Trustee”) to serve as the successor trustee under the Indenture pursuant to the terms thereof;
WHEREAS, the Company, the Guarantor and the Trustee have previously entered into the eighteenth supplemental indenture dated as of March 11, 2022 to the Indenture (the “Eighteenth Series Supplement”), establishing the
terms and conditions of the 5.25% Senior Notes due 2052 (the “2052 Notes”);
WHEREAS, Section 802 of the Indenture provides that, upon delivery to the Company and the Trustee of a written notice of a Holder Direction from the Holders of Outstanding Securities of each Series that would be
affected by a supplemental indenture, the Company (when authorized by a Board Resolution), the Guarantor and the Trustee may enter into one or more indentures supplemental to the Indenture for the purposes of, among other things, changing in any
manner any of the provisions of any Series;
WHEREAS, the Board of Directors of the Company has authorized and approved the execution and delivery of this First Supplemental Indenture;
WHEREAS, a written notice of a Holder Direction from the Holders of the 2052 Notes consenting to the amendments to the provisions of the Eighteenth Series Supplement provided herein has been delivered;
WHEREAS, the Company has complied with all conditions precedent provided for in the Indenture, as supplemented and amended by the Eighteenth Series Supplement (as so supplemented and amended, the “Supplemented
Indenture”) relating to this First Amending Supplemental Indenture;
WHEREAS, the recitals hereto are made by the Company or the Guarantor, as applicable, and not by the Trustee;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties hereto, the parties hereto agree as follows:
ARTICLE ONE
INTERPRETATION
SECTION 101. EFFECT OF FIRST AMENDING SUPPLEMENTAL INDENTURE
Upon the execution and delivery of this First Amending Supplemental Indenture by the Company, the Guarantor and the Trustee, the Eighteenth Series Supplement shall be supplemented and amended in accordance herewith,
and this First Amending Supplemental Indenture shall form a part of the Eighteenth Series Supplement for all purposes. In the event of a conflict between any provisions of the Eighteenth Series Supplement and this First Amending Supplemental
Indenture, the relevant provision or provisions of this First Amending Supplemental Indenture shall govern.
SECTION 102. EIGHTEENTH SERIES SUPPLEMENT REMAINS IN FULL FORCE AND EFFECT.
Except as supplemented or amended hereby, all other provisions in the Eighteenth Series Supplement, to the extent not inconsistent with the terms and provisions of this First Amending Supplemental Indenture, shall
remain in full force and effect.
SECTION 103. INCORPORATION OF EIGHTEENTH SERIES SUPPLEMENT.
All the provisions of this First Amending Supplemental Indenture shall be deemed to be incorporated in, and made a part of, the Eighteenth Series Supplement; and the Eighteenth Series Supplement, as supplemented and
amended by this First Amending Supplemental Indenture, shall be read, taken and construed as one and the same instrument; provided, however, that with respect to
the Eighteenth Series Supplement, the provisions of this First Amending Supplemental Indenture are expressly and solely for the benefit of the Holders of the Notes of the 2052 Notes established under the Eighteenth Series Supplement.
SECTION 104. DEFINITIONS.
Capitalized terms used herein without definition shall have the meanings assigned to them in the Eighteenth Series Supplement or the Indenture, as applicable.
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ARTICLE TWO
AMENDMENT TO THE EIGHTEENTH SERIES SUPPLEMENT
SECTION 201. AMENDMENT TO SPECIAL MANDATORY REDEMPTION EVENT AND TRIGGER DATE
Section 408(a) of the Eighteenth Series Supplement is hereby amended by replacing references to “December 31, 2022” with “December 31, 2023” as follows (stricken text indicates language that is eliminated from the
Eighteenth Series Supplement and underline text indicates language that is added to the Eighteenth Series Supplement):
“(a) If (i) the Arrangement is not consummated prior to December 31, 2022 December 31, 2023, (ii) the Arrangement Agreement is terminated at any time prior
to December 31, 2022 December 31, 2023 (other than as a result of consummating the Arrangement) or (iii) the Company publicly announces at any time prior to December 31, 2022 December 31, 2023 that it will no longer pursue the consummation of the Arrangement (any such event under clause (i), (ii) or (iii) above, a “Special Mandatory Redemption Event”, and the
earliest date of any Special Mandatory Redemption Event, a “Trigger Date”), then the Company shall redeem all of the Outstanding Notes at a Redemption Price (the “Special Mandatory Redemption Price”) equal to 101% of the aggregate principal amount
of the Outstanding Notes, plus accrued and unpaid interest if any, on the Notes to be redeemed to, but excluding, the Special Mandatory Redemption Date.”.
SECTION 202. EFFECT OF FIRST AMENDING SUPPLEMENTAL INDENTURE
Upon the execution and delivery of this First Amending Supplemental Indenture by the Company, the Guarantor and the Trustee, the Supplemented Indenture shall be supplemented and amended in accordance herewith, and this
First Amending Supplemental Indenture shall form a part of the Supplemented Indenture for all purposes and every Holder of a Security heretofore or hereafter authenticated and delivered under the Supplemented Indenture shall be bound thereby.
ARTICLE THREE
MISCELLANEOUS
SECTION 301. TRUSTEE’S ACCEPTANCE
The Trustee hereby accepts this First Amending Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Eighteenth Series Supplement.
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SECTION 302. COUNTERPARTS.
This First Amending Supplemental Indenture may be executed and delivered in several counterparts (including electronically by way of portable document format (pdf)), each of which so executed and delivered shall be
deemed to be an original (including if delivered by pdf), but all such counterparts shall together constitute but one and the same instrument and shall have the same effect as if an original signature had been delivered in all cases.
SECTION 303. EFFECT OF HEADINGS.
The Section headings herein are for convenience only and shall not affect the construction hereof. Unless otherwise expressly specified, references in this First Amending Supplemental Indenture to specific Section
numbers refer to Sections contained in this First Amending Supplemental Indenture, and not the Indenture, the Eighteenth Series Supplement or any other document.
SECTION 304. SUCCESSORS AND ASSIGNS.
All covenants and agreements in this First Amending Supplemental Indenture by the Company and the Guarantor shall bind their respective successors and permitted assigns (if any), whether so expressed or not. All
covenants and agreements of the Trustee in this First Amending Supplemental Indenture shall bind its successors and permitted assigns (if any), whether so expressed or not.
SECTION 305. SEPARABILITY CLAUSE.
In case any provision in this First Amending Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 306. BENEFITS OF SUPPLEMENTAL INDENTURE.
Nothing in this First Amending Supplemental Indenture, express or implied, shall give to any Person (other than the parties hereto, any Paying Agent and any Security Registrar, and their successors hereunder, and the
Holders of the Notes of the 2052 Notes, with respect to the Eighteenth Series Supplement) any benefit or any legal or equitable right, remedy or claim under this First Amending Supplemental Indenture.
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SECTION 307. GOVERNING LAW.
This First Amending Supplemental Indenture shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. This First Amending Supplemental
Indenture shall be subject to the provisions of Trust Indenture Legislation that are required or deemed to be a part of this First Amending Supplemental Indenture and shall, to the extent applicable, be governed by such provisions.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amending Supplemental Indenture to be duly executed all as of the day and year first above written.
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ROGERS COMMUNICATIONS INC.,
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ROGERS COMMUNICATIONS CANADA INC.,
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Signature pages to the first amending supplemental indenture to the eighteenth supplemental indenture
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BNY TRUST COMPANY OF CANADA, as Trustee
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By:
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/s/ “Manual Arias” |
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Name:
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Manuel Arias |
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Title:
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Authorised Signatory
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Signature pages to the first amending supplemental indenture to the eighteenth supplemental indenture