EX-99.1 2 ex991.htm MATERIAL CHANGE REPORT DATED MAY 27, 2009 ex991.htm
Exhibit 99.1
 

 
 
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
 
May 21, 2009
 
Item 3
News Release
 
A news release was issued through CNW Group on May 21, 2009.
 
Item 4
Summary of Material Change
 
On May 21, 2009, RCI announced that it had priced an offering of $1.0 billion of 5.80% Senior Notes due 2016.  The Senior Notes were priced at $997.67 per $1,000 principal amount, for an effective yield of 5.841% per annum if held to maturity. The Senior Notes will mature on May 26, 2016.

Item 5.1         Full Description of Material Change
 
The net proceeds from the offering will be approximately $993 million, which are intended to be used for general corporate purposes, including the repayment of outstanding debt under Rogers' bank credit facility.

The Senior Notes will be issued by Rogers and guaranteed by two of its wholly owned subsidiaries, Rogers Wireless Partnership and Rogers Cable Communications Inc.

Since the date of the material change, the offering closed on May 26, 2009.

See the press release attached hereto as Schedule A for a full description of the material change.

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 David Miller, Senior Vice-President, General Counsel, at (416) 935-3546.
 
Item 9             Date of Report
 
May 27, 2009
 

 
 

 

Schedule “A”
 
Rogers Communications Prices $1 Billion Senior Notes Offering
 
TORONTO, May 21 - Rogers Communications Inc. ("Rogers") announced today that it has priced an offering of $1.0 billion of 5.80% Senior Notes due 2016. The Senior Notes were priced at $997.67 per $1,000 principal amount, for an effective yield of 5.841% per annum if held to maturity. The Senior Notes will mature on May 26, 2016.

The net proceeds from the offering will be approximately $993 million, which are intended to be used for general corporate purposes, including the repayment of outstanding debt under Rogers' bank credit facility. Closing of the offering is expected to occur on or about May 26, 2009. The Senior Notes will be issued by Rogers and guaranteed by two of its wholly owned subsidiaries, Rogers Wireless Partnership and Rogers Cable Communications Inc.

The Senior Notes are being offered in each of the provinces of Canada through a syndicate of agents. Rogers will be filing a final prospectus supplement relating to the offering of the Senior Notes with the securities regulatory authorities in each of the provinces of Canada. Copies of the final prospectus supplement and the accompanying short form base shelf prospectus dated November 8, 2007 may be obtained over the Internet at the Canadian Securities Administrators' website at www.sedar.com.

This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities being offered have not been approved or disapproved by any regulatory authority nor has any such authority passed upon the accuracy or adequacy of the short form base shelf prospectus or the prospectus supplement.

This news release is not an offer for sale within the United States of any debt or other securities of Rogers. Securities of Rogers, including any offering of its debt securities, may not be offered or sold in the United States absent registration under U.S. securities laws or unless exempt from registration under such laws. The offering of Rogers described in this news release has not been and will not be registered under U.S. securities laws, and accordingly, any offer or sale of these securities may be made only in a transaction exempt from registration.

About the Company:

Rogers is a diversified Canadian communications and media company. Rogers
is engaged in wireless voice and data communications services through Rogers
Wireless, Canada's largest wireless provider and the operator of the country's only national GSM and HSPA based network. Through Rogers Cable, Rogers is one of Canada's largest providers of cable television services as well as high-speed Internet access, telephony services and video retailing. Through Rogers Media, Rogers is engaged in radio and television broadcasting, televised shopping, magazines and trade publications, and sports entertainment. Rogers is publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).

For further information:
Bruce M. Mann, (416) 935-3532, bruce.mann@rci.rogers.com;
Dan Coombes, (416) 935-3550, dan.coombes@rci.rogers.com