0001193125-22-074331.txt : 20220314 0001193125-22-074331.hdr.sgml : 20220314 20220314120559 ACCESSION NUMBER: 0001193125-22-074331 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220314 FILED AS OF DATE: 20220314 DATE AS OF CHANGE: 20220314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS COMMUNICATIONS INC CENTRAL INDEX KEY: 0000733099 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10805 FILM NUMBER: 22735724 BUSINESS ADDRESS: STREET 1: 333 BLOOR STREET EAST STREET 2: 10TH FLOOR CITY: TORONTO, ONTARIO STATE: A6 ZIP: M4W 1G9 BUSINESS PHONE: 4160353532 MAIL ADDRESS: STREET 1: 333 BLOOR STREET EAST STREET 2: 10TH FLOOR CITY: TORONTO, ONTARIO STATE: A6 ZIP: M4W 1G9 FORMER COMPANY: FORMER CONFORMED NAME: ROGERS CABLESYSTEMS INC DATE OF NAME CHANGE: 19860425 6-K 1 d310361d6k.htm 6-K 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of March, 2022

Commission File Number 001-10805

 

 

ROGERS COMMUNICATIONS INC.

(Translation of registrant’s name into English)

 

 

333 Bloor Street East

10th Floor

Toronto, Ontario M4W 1G9

Canada

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F  ☐             Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes  ☐            No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes  ☐            No  ☒

 

 

 

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

ROGERS COMMUNICATIONS INC.
By:  

/s/ “Marisa Wyse”

  Name:   Marisa Wyse
  Title:   Chief Legal Officer and
    Corporate Secretary

Date: March 14, 2022

Exhibit Index

 

Exhibit Number

   

Description of Document

99.1    Material Change Report dated March 14, 2022
 EX-99.1 2 d310361dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1    Name and Address of Company
   Rogers Communications Inc. (“RCI” or the “Company”)
   333 Bloor Street East, 10th Floor
   Toronto, Ontario M4W 1G9
Item 2    Date of Material Change
   March 7, 2022
Item 3    News Release
   A press release was issued and disseminated through Globe Newswire on March 7, 2022 and subsequently filed on SEDAR.
Item 4    Summary of Material Change
   On March 7, 2022, Rogers Communications Inc. priced a private offering of five series of US dollar denominated senior notes with an aggregate principal amount of US$7.05 billion and priced a private offering of four series of Canadian dollar denominated senior notes with an aggregate principal amount of $4.25 billion. The US dollar denominated senior notes consist of US$1.0 billion of 2.95% senior notes due 2025, US$1.3 billion of 3.20% senior notes due 2027, US$2.0 billion of 3.80% senior notes due 2032, US$750 million of 4.50% senior notes due 2042 and US$2 billion of 4.55% senior notes due 2052 (collectively, the “US Notes”). The Canadian dollar denominated senior notes consist of $1.25 billion of 3.10% senior notes due 2025, $1.0 billion of 3.75% senior notes due 2029, $1.0 billion of 4.25% senior notes due 2032 and $1.0 billion of 5.25% senior notes due 2052 (collectively, the “Cdn Notes” and, together with the US Notes, the “Notes”).
Item 5    Full Description of Material Change
   The net proceeds from the issuance of the US Notes and the issuance of the Cdn Notes will be approximately US$6.95 billion and $4.22 billion, respectively. RCI expects to use the net proceeds from both offerings to pay a portion of the cash consideration for its pending acquisition of Shaw Communications Inc. and to pay associated fees and expenses. The offering of the US Notes and the offering of the Cdn Notes closed on March 11, 2022.
   The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in the United States and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws. The US Notes are being offered and sold only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities

   Act. The US Notes are not being offered or sold to investors in Canada. The Cdn Notes were offered, through a syndicate of agents on a private placement basis, to persons resident in a Canadian province and to investors in certain other jurisdictions outside of Canada (excluding the United States).
Item 6    Reliance on subsection 7.1(2) of National Instrument 51-102
   Not applicable.
Item 7    Omitted Information
   None.
Item 8    Executive Officer
   For further information, please contact:
   Marisa Wyse, Chief Legal Officer and Corporate Secretary
   at (416) 935-7585
Item 9    Date of Report
   March 14, 2022