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 February, 2018
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/ Graeme H. McPhail | |
| Name: | Graeme H. McPhail | |
| Title: | Senior Vice President, Legal & General Counsel | |
Date: February 9, 2018
Exhibit Index
| Exhibit Number |
Description of Document | |
| 99.1 | Material Change Report | |
Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
Rogers Communications Inc. (“RCI”)
The principal office of RCI is located at:
333 Bloor Street East
Toronto, Ontario
M4W 1G9
| Item 2 | Date of Material Change |
February 5, 2018
| Item 3 | News Release |
A news release was issued through CNW Group on February 5, 2018.
| Item 4 | Summary of Material Change |
On February 5, 2018, RCI priced a US$750 million underwritten public offering of 4.300% senior notes due 2048 (the “debt securities”).
| Item 5.1 | Full Description of Material Change |
The net proceeds from the issuance of the debt securities will be approximately US$737 million and are expected to be used for general corporate purposes, which may include the repayment at maturity of outstanding commercial paper under RCI’s US commercial paper program. The sale of the debt securities closed on February 8, 2018. The debt securities were issued by RCI and guaranteed by its wholly-owned subsidiary, Rogers Communications Canada Inc.
The debt securities were issued pursuant to a prospectus supplement and accompanying prospectus filed with the U.S. Securities and Exchange Commission as part of an effective shelf registration statement on Form F-10.
| Item 5.2 | Disclosure of Restructuring Transactions |
Not applicable.
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item 7 | Omitted Information |
No significant facts remain confidential in, and no information has been omitted from, this report.
| Item 8 | Executive Officer |
For further information please contact Glenn Brandt, Senior Vice President, Corporate Development and Treasury, at (416) 935-3571.
| Item 9 | Date of Report |
February 9, 2018