SEC Form SUPPL filed by Rogers Communication Inc.
$RCI
Cable & Other Pay Television Services
Telecommunications
The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these
notes and are not soliciting an offer to buy these notes in any jurisdiction where the offer or sale is not permitted.
Filed pursuant to
General Instruction II.L of Form F-10
File No. 333-294132
SUBJECT TO COMPLETION, DATED MARCH 24, 2026
PRELIMINARY PROSPECTUS SUPPLEMENT
(to a Short Form Base Shelf Prospectus dated March 17, 2026)
ROGERS COMMUNICATIONS INC.
US$ % Fixed-to-Fixed Rate Subordinated Notes Due 2056
Rogers Communications Inc. (the “Issuer” or “RCI”) is offering US$ aggregate principal amount of its % Fixed-to-Fixed Rate Subordinated Notes due 2056 (the “Notes”). The Notes will mature on July 31, 2056 (the
“Maturity Date”). Interest on the Notes will be payable semi-annually in arrears on January 31 and July 31 of each year (each such date, an “Interest Payment Date”), commencing on July 31, 2026, and on the Maturity Date. The outstanding Notes will
bear interest from, and including, , 2026 (the “Issue Date”) to, but excluding, July 31, 2031, at a rate of % per annum. From, and including, July 31, 2031, to but excluding the Maturity Date the outstanding Notes will bear interest at a rate per
annum equal to the 5-Year Treasury Rate (as defined in “Description of the Notes—Interest and Maturity” and subject to reset as described below) plus %; provided, that the interest rate during any Interest
Rate Reset Period (as defined in “Description of the Notes—Interest and Maturity”) for the Notes will not reset below % (which equals the initial interest rate on the Notes). The 5-Year Treasury Rate for computing interest on the outstanding Notes
from and after the Initial Interest Rate Reset Date (as defined herein) will initially be based on such rate as of the first business day prior to the Initial Interest Rate Reset Date and it will be reset on the fifth anniversary of the Initial
Interest Rate Reset Date and, thereafter, on each subsequent date that is the fifth anniversary of the immediately preceding date on which such rate is reset, based on the 5-Year Treasury Rate as of the first business day prior to each such fifth
anniversary.
So long as no Event of Default (as defined in “Description of the Notes—Events of Default”) has occurred and is continuing, RCI may elect, at its sole option, at any date other than an Interest Payment Date, to defer
the interest payable on the Notes (the “Deferral Right”) on one or more occasions for up to five consecutive years (a “Deferral Period”). Any installment of interest whose payment is deferred pursuant to the Deferral Right will accrue interest at a
per annum rate equal to the interest rate then applicable to the Notes (to the extent permitted by applicable law), compounding on each subsequent Interest Payment Date, until paid. There is no limit on the number of Deferral Periods that may occur.
Any such election by RCI to defer the payment of interest will not constitute an Event of Default, a default or any other breach under the Notes or the Indenture (as defined herein). A Deferral Period in respect of the Notes terminates on any
Interest Payment Date where RCI pays all accrued and unpaid interest in respect of such Deferral Period on such date. No Deferral Period may extend beyond the Maturity Date and all accrued and unpaid interest on the Notes as of the Maturity Date, if
any, will be due and payable on the Maturity Date.
RCI may, at its option, redeem the Notes, in whole at any time or in part from time to time, (i) on any day in the period commencing on and including the date that is 90 days prior to the Initial Interest Rate Reset
Date and ending on and including the Initial Interest Rate Reset Date and (ii) after the Initial Interest Rate Reset Date, on any Interest Payment Date, in each case, at a redemption price equal to 100% of the principal amount of the Notes redeemed
together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption. At any time within 90 days following the occurrence of a Tax Event (as defined in “Description of the
Notes—Redemption on Tax Event or Rating Event”), RCI may, at its option, redeem all (but not less than all) of the Notes at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest (including
deferred interest, if any) thereon to, but excluding, the date fixed for redemption. At any time within 90 days following the occurrence of a Rating Event (as defined in “Description of the Notes— Redemption on Tax Event or Rating Event”), RCI may,
at its option, redeem all (but not less than all) of the Notes at a redemption price equal to 102% of the principal amount thereof, together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date
fixed for redemption.
The Notes will be unsecured, subordinated obligations of RCI and will rank equally with its other unsecured, subordinated debt. The payment of principal, premium, if any, and interest on the Notes will be subordinated
in right of payment to the prior payment in full of all Senior Indebtedness (as defined below) as described under “Description of the Notes—Subordination”. The Notes will also be structurally subordinated to all debt and other liabilities of, and
guarantees by, RCI’s subsidiaries.
Investing in the Notes involves substantial risks that should be carefully considered by a prospective purchaser before purchasing the Notes. See the “Risk Factors” section on page 15 of the
accompanying prospectus, as well as “Risks Related to the Notes” beginning on page S-5 of this prospectus supplement.
This offering is made by a foreign issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this prospectus supplement and the accompanying
prospectus in accordance with the disclosure requirements of its home country. Prospective investors should be aware that such requirements are different from those of the United States. The financial statements included or incorporated herein have
been prepared in accordance with foreign generally accepted accounting principles and thus may not be comparable to financial statements of United States companies.
Prospective investors should be aware that the acquisition of the Notes described herein may have tax consequences both in the United States and in the home country of the Registrant. Such
consequences for investors who are resident in, or citizens of, the United States may not be described fully herein. You should read the tax discussions under “Material U.S. Federal Income Tax Considerations” and “Material Canadian Federal Income Tax
Considerations” in this prospectus supplement, and consult with your tax advisor.
The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the Registrant is organized under the laws of a foreign country, that
some or all of their officers and directors may be residents of a foreign country, that some or all of the underwriters or experts named in the registration statement may be residents of a foreign country and that all or a substantial portion of the
assets of the Registrant and said persons may be located outside the United States.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (the “SEC”) OR ANY STATE SECURITIES REGULATOR NOR HAS THE SEC OR ANY STATE SECURITIES REGULATOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Notes offered hereby have not been qualified for distribution by prospectus under the securities laws of any province or territory of Canada and are not being offered in Canada or to any resident
of Canada. See “Underwriting”.
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Price to Public(1)
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Underwriters’ Commission(2)
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Net Proceeds to RCI(3)
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Per Note
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%
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(1)
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%
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%
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Total
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US$
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US$
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US$
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| (1) | The price to the public for the Notes set forth above does not include accrued interest, if any, from , 2026, if settlement occurs after that date. |
| (2) | We have agreed to indemnify the underwriters against certain liabilities. See “Underwriting”. |
| (3) | After deducting the underwriters’ commission but before deducting expenses of this offering, estimated to be approximately US$ , which, together with the underwriters’ commission, will be paid by us. |
The underwriters, as principals, conditionally offer the Notes, subject to prior sale, if, as and when issued by us, and accepted by the underwriters in accordance with the conditions contained in the underwriting
agreement referred to under “Underwriting” in this prospectus supplement. The underwriters may sell the Notes for less than the initial offering price in circumstances discussed under “Underwriting”. In
addition, the underwriters may over-allot or effect transactions which stabilize or maintain the market price of the Notes at levels other than those that might otherwise prevail on the open market. Such transactions, if commenced, may be
discontinued at any time without notice. See “Underwriting”.
There is currently no market through which the Notes may be sold and purchasers may not be able to resell the Notes purchased under this prospectus supplement. This may affect the pricing of the Notes in the secondary
market, the transparency and availability of trading prices, the liquidity of the Notes, and the extent of issuer regulation. See “Risks Related to the Notes”.
The underwriters expect to deliver the Notes to purchasers on or about , 2026, through the book-entry facilities of The Depository Trust Company and its direct and indirect participants, including Euroclear Bank
S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme, Luxembourg (“Clearstream”).
Joint Book-Running Managers
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BofA Securities
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Citigroup
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RBC Capital Markets
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Scotiabank
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March , 2026
IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the Notes that we are offering and also adds to and updates certain information contained in the
accompanying short form base shelf prospectus and the documents incorporated by reference therein. The second part is the accompanying short form base shelf prospectus dated March 17, 2026, which gives more general information, some of which may not
apply to the Notes we are offering pursuant to this prospectus supplement. The accompanying short form base shelf prospectus is referred to as the “prospectus” or the “accompanying prospectus” in this prospectus supplement.
If the description of the Notes varies between this prospectus supplement and the prospectus, you should rely on the information in this prospectus supplement.
You should rely only on the information contained in or incorporated by reference into the prospectus, as supplemented by this prospectus supplement, and on other information included in the registration statement of
which this prospectus supplement and the prospectus form a part. We have not, and the underwriters have not, authorized any other person to provide you with information that is different. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information in this prospectus supplement and the prospectus,
including the information in any document incorporated by reference therein, as supplemented hereby, is accurate only as of the date of the document containing the information.
Except as set forth under “Summary of the Offering” and “Description of the Notes” or unless the context otherwise requires, in this prospectus supplement (excluding the documents incorporated by reference into the
prospectus as supplemented by this prospectus supplement), the terms “Company”, “we”, “us” and “our” refer to Rogers Communications Inc. and its subsidiaries, the term “RCI” refers to Rogers Communications Inc. and not any of its subsidiaries,
references to Canadian dollars, dollars, “Cdn$” and “$” are to the currency of Canada and references to U.S. dollars or “US$” are to the currency of the United States.
The annual consolidated financial statements of RCI incorporated by reference into the prospectus, as supplemented by this prospectus supplement, have been prepared in accordance with International Financial Reporting
Standards as issued by the International Accounting Standards Board (“IFRS”) and are stated in Canadian dollars.
Prospectus Supplement
Prospectus
This prospectus supplement is deemed to be incorporated by reference in the prospectus solely for the purpose of this offering of the Notes hereunder. Other documents are also incorporated, or are deemed to be
incorporated, by reference into the prospectus and reference should be made to the prospectus for full particulars thereof.
The following documents filed by us with the Ontario Securities Commission (the “OSC”) under the Securities Act (Ontario) and filed with or furnished to the SEC by us under
the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), are specifically incorporated by reference into, and form an integral part of, the prospectus, as supplemented by this prospectus supplement (except that any
description of our credit ratings in any of the following documents shall not be incorporated by reference into the prospectus, as supplemented by this prospectus supplement):
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our annual information form for the year ended December 31, 2025, dated March 6, 2026 (the “Annual Information Form”);
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our audited consolidated financial statements as at and for the years ended December 31, 2025 and 2024 (“Annual Financial Statements”),
together with the report of the auditors thereon, and our management’s discussion and analysis in respect of those statements (“2025 Annual MD&A”);
and
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Documents referenced in any of the documents incorporated by reference into this prospectus supplement but not expressly incorporated by reference herein are not incorporated by reference into this prospectus
supplement.
Any documents of the types required to be incorporated by reference in a short form prospectus pursuant to Section 11.1 of Form 44-101F1 — Short Form Prospectus, including any
documents of the types referred to above (excluding confidential material change reports), filed with or furnished to the SEC by us after the date of this prospectus supplement and prior to the termination of this offering will be deemed to be
incorporated by reference into the prospectus, as supplemented by this prospectus supplement (except that any description of our credit ratings in any such document or report shall not be deemed to be incorporated by reference into the prospectus, as
supplemented by this prospectus supplement). In addition, any other documents filed with or furnished to the SEC in our reports on Form 6-K or annual report on Form 40-F (or any respective successor form) after the date of this prospectus supplement
and prior to the termination of this offering shall be deemed to be incorporated by reference into the prospectus, as supplemented by this prospectus supplement, and the registration statement of which the prospectus and this prospectus supplement
form a part if and to the extent expressly provided in such reports.
Any statement contained in this prospectus supplement, the prospectus or in a document incorporated or deemed to be incorporated by reference into the prospectus, as supplemented by this prospectus supplement, shall be
deemed to be modified or superseded for the purposes of this prospectus supplement and the prospectus to the extent that a statement contained in this prospectus supplement, or in any other subsequently filed document which also is or is deemed to be
incorporated by reference into the prospectus, as supplemented by this prospectus supplement, modifies or supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include
any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made,
constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.
Any statement so modified or superseded shall not constitute a part of the prospectus or this prospectus supplement except as so modified or superseded.
Information has been incorporated by reference in the prospectus, as supplemented by this prospectus supplement, from documents filed with the OSC and filed with or furnished to the SEC (see “Documents Incorporated by
Reference”). Copies of the documents incorporated by reference into the prospectus, as supplemented by this prospectus supplement, may be obtained on request without charge from the Secretary of Rogers Communications Inc. at 333 Bloor Street East,
10th Floor, Toronto, Ontario, M4W 1G9, Canada, Tel: 416-935-7777.
In addition to our continuous disclosure obligations under the securities laws of the provinces of Canada, we are subject to the informational requirements of the Exchange Act and, in accordance therewith, file and
furnish reports and other information with or to the SEC. Our recent SEC filings may be obtained over the Internet at the SEC’s website at www.sec.gov. Copies of reports and other information concerning us may also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.
The following tables set forth, with respect to each period indicated, (i) the high and low exchange rates for such period, (ii) the average of the daily exchange rates during such period, and (iii) the exchange rate
at the end of such period. These rates are set forth as United States dollars per $1.00. On March 20, 2026, the rate of exchange was US$0.7290 per $1.00.
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Year Ended
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Average
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High
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Low
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Period End
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December 31, 2025
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0.7157
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0.7376
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0.6848
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0.7296
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December 31, 2024
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0.7302
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0.7510
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0.6937
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0.6950
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December 31, 2023
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0.7410
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0.7617
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0.7207
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0.7561
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This prospectus supplement and the accompanying prospectus (including certain documents incorporated by reference therein, as supplemented hereby) includes “forward-looking information”, within the meaning of
applicable Canadian securities laws, and “forward-looking statements”, within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking information” or “forward- looking
statements”), and assumptions about, among other things, our business, operations, and financial performance and condition. This forward-looking information and these assumptions include, but are not limited to, statements about our objectives and
strategies to achieve those objectives, and about our beliefs, plans, expectations, anticipations, estimates, or intentions. This forward-looking information also includes forecasts, and projections related to the following items, among others:
revenue, total service revenue, adjusted EBITDA, capital expenditures, cash income tax payments, free cash flow, dividend payments, the growth of new products and services, expected growth in subscribers and the services to which they subscribe, the
cost of acquiring and retaining subscribers and deployment of new services, continued cost reductions and efficiency improvements, our debt leverage ratio and how we intend to manage that ratio, the value of our sports and other media assets, our
intent to acquire the non-controlling interest in Maple Leaf Sports & Entertainment Inc. (“MLSE”), including the timing of any such acquisition, unlocking additional value from our sports and other media assets, including any monetization that
may be implemented for that purpose and the related timing, and all other statements that are not historical facts.
Statements containing forward-looking information typically include words like “could”, “expect”, “may”, “anticipate”, “assume”, “believe”, “intend”, “estimate”, “plan”, “project”, “guidance”, “outlook”, “target” and
similar expressions. Statements containing forward-looking information include conclusions, forecasts and projections that are based on our current objectives and strategies and on estimates, expectations, assumptions and other factors that we
believe to have been reasonable at the time they were applied but may prove to be incorrect, and the following factors, among others: general economic and industry conditions, including the effects of inflation, currency exchange rates and interest
rates, product pricing levels and competitive intensity, subscriber growth, pricing, usage and churn rates, changes in government regulation, technology and network deployment, availability of devices, timing of new product launches, content and
equipment costs, the integration of acquisitions and industry structure and stability. Except as otherwise indicated, forward-looking information in this prospectus supplement and the accompanying prospectus (including the documents incorporated by
reference therein, as supplemented hereby) does not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetization events, mergers, acquisitions, other business combinations, or other transactions that
may be considered or announced or may occur after the date on which the statement containing the forward-looking information is made.
We caution that all forward-looking information, including any statement regarding our current objectives, strategies and intentions and any factor, assumption, estimate or expectation underlying forward-looking
information, is inherently subject to change and uncertainty. Actual events and results may differ materially from what is expressed or implied by forward-looking information as a result of risks, uncertainties, and other factors, many of which are
beyond our control or our current expectations or knowledge, including, but not limited to:
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regulatory changes,
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technological changes,
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economic, geopolitical, and other conditions affecting commercial activity, including the potential application of tariffs, trade wars, recessions, or reduced immigration levels,
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unanticipated changes in content or equipment costs,
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changing conditions in the entertainment, information, and communications industries,
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performance of our sports teams, including uncertainty as to their participation or success in their respective postseasons,
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sports-related work stoppages or cancellations and labor disputes,
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the integration of acquisitions,
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litigation and tax matters,
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the level of competitive intensity,
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the emergence of new opportunities,
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external threats, such as epidemics, pandemics, and other public health crises, natural disasters, the effects of climate change, or cyberattacks, among others,
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we may not proceed with, or complete, any acquisition of the MLSE non-controlling interest or other transaction for the purpose of unlocking additional value from our sports and other media assets, in each case
within the anticipated timing or at all, due to alternative opportunities or requirements, general economic and market conditions, or other internal or external considerations,
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we may not be successful in unlocking additional value from our sports and other media assets,
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anticipated asset sales may not be achieved within the expected timeframes or at all for proceeds in the amount or type expected,
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new interpretations or accounting standards, or changes to existing interpretations and accounting standards, from accounting standards bodies,
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changes to the methodology, criteria, or conclusions used by rating agencies in assessing or assigning equity treatment or equity credit on our subordinated notes or for the network transaction, and
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the other risks outlined in “Risks and Uncertainties Affecting Our Business” in our 2025 Annual MD&A.
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These risks, uncertainties and other factors can also affect our objectives, strategies, plans, and intentions. Many of these risks, uncertainties and other factors are beyond our control or our current expectations or
knowledge. Should one or more of these risks, uncertainties, or other factors materialize, our objectives, strategies, plans, or intentions change, or any other factors or assumptions underlying the forward-looking information prove incorrect, our
actual results and our plans could vary materially from what we currently foresee. Accordingly, we warn investors to exercise caution when considering statements containing forward-looking information and caution them that it would be unreasonable to
rely on such statements as creating legal rights regarding our future results or plans. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing forward-looking information or the factors
or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law. All of the forward-looking information in this prospectus supplement is qualified by the cautionary statements herein.
Before making any investment decision in respect of the Notes and for a detailed discussion of the risks, uncertainties and environment associated with our business, its operations and its financial performance and condition, fully review the
disclosure incorporated by reference into and included in the prospectus, as supplemented by this prospectus supplement, including the risks referenced in the “Risk Factors” section of the accompanying prospectus and the risks described under “Risks
Related to the Notes” in this prospectus supplement.
The following summary of the terms of this offering of the Notes is subject to, and should be read in conjunction with, the more detailed information appearing elsewhere in, and incorporated
by reference into, the prospectus, as supplemented by this prospectus supplement. For purposes of this “Summary of the Offering”, the terms “we”, “us”, “our” and “RCI” refer to Rogers Communications Inc. (or its successors, if any, under the
indenture governing the Notes) and not any of its subsidiaries.
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Issuer:
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Rogers Communications Inc.
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Debt Securities Offered:
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US$ million aggregate principal amount of % Fixed-to-Fixed Rate Subordinated Notes due July 31, 2056 (the “Notes”).
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Issue Date:
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, 2026.
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Maturity Date:
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The Notes will mature on July 31, 2056.
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Use of Proceeds:
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We estimate that our net proceeds from the sale of the Notes, after deducting the underwriting commission, any discounts, and the estimated expenses of this offering payable by us, will be approximately US$ . We intend to use the
net proceeds from this offering to repay certain of our outstanding indebtedness, which may include the 2081 5.00% Subordinated Notes (as defined below). Pending any such uses, we may use the net proceeds as working capital or invest
the net proceeds in bank deposits and money market securities. See “Use of Proceeds”.
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Interest Rate:
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The Notes will bear interest from, and including, the Issue Date to, but excluding, July 31, 2031, at a rate of % per annum. From, and including, July 31, 2031, to but excluding the Maturity Date the outstanding Notes will bear
interest at a rate per annum equal to the 5-Year Treasury Rate (as defined below and subject to reset as described below) plus %; provided, that the interest rate during any Interest Rate Reset
Period (as defined below) for the Notes will not reset below % (which equals the initial interest rate on the Notes).
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The 5-Year Treasury Rate for computing interest on the outstanding Notes from and after the Initial Interest Rate Reset Date will initially be based on such rate as of the first Business Day prior to the Initial Interest Rate Reset
Date and it will be reset on the fifth anniversary of the Initial Interest Rate Reset Date and, thereafter, on each subsequent date that is the fifth anniversary of the immediately preceding date on which such rate is reset, based on
the 5-Year Treasury Rate as of the first Business Day prior to each such fifth anniversary.
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| “Initial Interest Rate Reset Date” means July 31, 2031. | |
| “Interest Rate Calculation Date” means the Business Day prior to each applicable Interest Rate Reset Date. | |
| “Interest Rate Reset Period” means the period from and including the Initial Interest Rate Reset Date to, but not including, the next following Interest Rate Reset Date and thereafter each period from and including each Interest Rate Reset Date to, but not including, the next following Interest Rate Reset Date (or, in the case of the final Interest Rate Reset Period commencing on the Final Interest Rate Reset Date, the period from and including the Final Interest Rate Reset Date to, but not including, the Maturity Date). |
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“Interest Rate Reset Date” means the Initial Interest Rate Reset Date and each date thereafter that such rate is so reset.
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“5-Year Treasury Rate” means, as of any Interest Rate Calculation Date, the average of the yields on actively traded U.S. Treasury securities adjusted to constant maturity, for five-year maturities, for the most recent five Business
Days appearing under the caption “Treasury Constant Maturities” in the most recent H.15 (as defined below).
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“H.15” means the daily statistical release designated as such, or any successor publication as determined by the Calculation Agent in its sole discretion, published by the Board of Governors of the United States Federal Reserve
System, and “most recent H.15” means the H.15 published closest in time but prior to the close of business on the applicable Interest Rate Calculation Date.
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Interest Payment Dates:
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Interest on the Notes is payable semi-annually in arrears on January 31 and July 31 of each year (each, an “Interest Payment Date”), commencing on July 31, 2026, and on the Maturity Date, subject to deferral as described under
“Description of the Notes — Deferral Right”.
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Ranking and Subordination:
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The Notes will be unsecured, subordinated obligations of RCI. The payment of principal, premium, if any, and interest on the Notes will be subordinated in right of payment to the prior payment in full of all Senior Indebtedness (as
defined in “Description of the Notes — Subordination”) as described under “Description of the Notes — Subordination”. The Notes will also be structurally subordinated to all debt and other liabilities of, and guarantees by, RCI’s
subsidiaries. As of the date of this prospectus supplement, all short-term borrowings and long-term debt of RCI set forth in the “Consolidated Capitalization” section of this prospectus supplement constitute Senior Indebtedness, other
than RCI’s (i) US$1.1 billion aggregate principal amount of 7.00% Fixed-to-Fixed Rate Subordinated Notes due 2055, (ii) US$1 billion aggregate principal amount of 7.125% Fixed-to-Fixed Rate Subordinated Notes due 2055, (iii) $1 billion
aggregate principal amount of 5.625% Fixed-to-Fixed Rate Subordinated Notes Due 2055, (iv) $2 billion aggregate principal amount of 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 and (v) US$750 million aggregate principal amount
of 5.25% Fixed-to-Fixed Rate Subordinated Notes due 2082.
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Deferral Right:
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So long as no Event of Default (as defined in “Description of the Notes — Events of Default”) has occurred and is continuing, RCI may elect, at its sole option, at any date other than an Interest Payment Date, to defer the interest
payable on the Notes (the “Deferral Right”) on one or more occasions for up to five consecutive years (a “Deferral Period”). There is no limit on the number of Deferral Periods that may occur. Any such election by RCI to defer the
payment of interest will not constitute an Event of Default, a default or any other breach under the Notes or the Indenture. Any installment of interest whose payment is deferred in respect of the Notes pursuant to the Deferral Right
will accrue interest at a per annum rate equal to the interest rate then applicable to the Notes (to the extent permitted by applicable law), compounding on each subsequent Interest Payment Date in respect of the Notes. A Deferral
Period terminates on any Interest Payment Date where RCI pays all accrued and unpaid interest in respect of such Deferral Period on such date. No Deferral Period may extend beyond the Maturity Date and all accrued and unpaid interest on
the Notes as of the Maturity Date, if any, will be due and payable on the Maturity Date.
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Dividend Stopper Undertaking:
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Unless RCI has paid all accrued and payable interest on the Notes (including interest, if any, whose payment was deferred pursuant to the Deferral Right), RCI will not (i) declare any dividends on its Preferred Shares (as defined in
“Description of the Notes — Certain Definitions”), Class A Voting Shares or Class B Non-Voting Shares (collectively, the “Dividend Restricted Shares”) (other than stock dividends on Dividend Restricted Shares) or pay any interest on any
class or series of RCI’s debt securities or other indebtedness of RCI for borrowed money currently outstanding or hereafter created which ranks on parity with the Notes as to distributions upon liquidation, dissolution or winding-up
(the “Parity Notes”), (ii) redeem, purchase or otherwise retire for value any Dividend Restricted Shares or Parity Notes (unless such redemption, purchase or retirement for value is a Permitted Purchase (as defined in “Description of
the Notes — Dividend Stopper Undertaking”)), or (iii) make any payment to holders of any of the Dividend Restricted Shares or any of the Parity Notes in respect of dividends not declared or paid on such Dividend Restricted Shares or
interest not paid on such Parity Notes, respectively.
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Optional Redemption:
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RCI may, at its option, redeem the Notes, in whole at any time or in part from time to time, (i) on any day in the period commencing on and including the date that is 90 days prior to the Initial Interest Rate Reset Date and ending
on and including the Initial Interest Rate Reset Date and (ii) after the Initial Interest Rate Reset Date, on any Interest Payment Date, in each case, at a redemption price equal to 100% of the principal amount of the Notes redeemed
together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption.
|
|
Redemption on Tax Event or Rating Event:
|
At any time within 90 days following the occurrence of a Tax Event, RCI may, at its option, redeem all (but not less than all) of the Notes at a redemption price equal to 100% of the principal amount thereof, together with accrued
and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption. At any time within 90 days following the occurrence of a Rating Event, RCI may, at its option, redeem all (but not less
than all) of the Notes at a redemption price equal to 102% of the principal amount thereof, together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption. See
“Description of the Notes — Redemption on Tax Event or Rating Event”.
|
|
Additional Amounts:
|
Any payments made by RCI with respect to the Notes will be made without withholding or deduction for Canadian taxes unless required by law. Subject to certain exclusions, if RCI is required by law to withhold or deduct for Canadian
taxes with respect to a payment to the registered holders of the Notes (the “Holders”), RCI will pay the additional amount necessary (“Additional Amounts”) so that the net amount received by the Holders of the Notes after the
withholding or deduction is not less than the amount that they could have received in the absence of the withholding or deduction. If RCI is, or may be, obligated to pay Additional Amounts in circumstances that constitute a Tax Event,
RCI may elect to redeem the outstanding Notes. See the section entitled “Description of the Notes — Additional Amounts” and “Description of the Notes — Redemption on Tax Event or Rating Event”.
|
| Form and Denomination: | The Notes will be issued only in fully registered book-entry form without coupons only in minimum denominations of US$2,000 and integral multiples of US$1,000 above that amount. The Notes will be issued in the form of global notes. Global notes will be registered in the name of a nominee of DTC, New York, New York, as described under “Book-Entry Settlement and Clearance”. |
|
Risk Factors:
|
Investment in the Notes involves certain risks. Before deciding to invest in the Notes, you should consider carefully the risk factors referenced in the “Risk Factors” section of the accompanying prospectus and those described in the
“Risks Related to the Notes” section of this prospectus supplement, as well as the other information in the documents incorporated by reference into the prospectus, as supplemented by this prospectus supplement.
|
|
Governing Law:
|
State of New York.
|
An investment in the Notes involves risk. In addition to the risks set forth below and the other information contained in this prospectus supplement and the accompanying prospectus, you should consider carefully the
risks and uncertainties described in the documents incorporated by reference into the prospectus, as supplemented by this prospectus supplement.
Discussions of certain risks and uncertainties affecting our business are provided in our Annual Information Form and our 2025 Annual MD&A, each of which is incorporated by reference into the prospectus, as
supplemented by this prospectus supplement. Any of these risks could materially adversely affect our business, financial condition or results of operations. Additional risks not currently known to us or that we currently deem to be immaterial may
also materially and adversely affect our business, financial condition or results of operations.
The Notes will be subordinated in right of payment to RCI’s other debt and liabilities that are Senior Indebtedness and will be effectively subordinated to RCI’s secured debt.
RCI’s payment obligations under the Notes will be subordinated in right of payment to the prior payment in full of all Senior Indebtedness to the extent described under “Description of the Notes — Subordination”. In
addition, the Notes will also be effectively subordinated in right of payment to all secured debt and liabilities of RCI to the extent of the value of the assets securing such liabilities. In the event of an insolvency, bankruptcy, liquidation,
reorganization or similar proceeding, the assets of RCI that serve as collateral under any such secured liabilities would be made available to satisfy the obligations under the secured liabilities before any payments are made on the Notes. There will
be no covenants in the Indenture that limit RCI’s subsidiaries ability to incur debt (including Senior Indebtedness) or other liabilities (including liabilities that rank in priority to the Notes) or securing those liabilities.
The Notes will be structurally subordinated to the debt and other liabilities of RCI’s subsidiaries.
The Notes will be obligations exclusively of RCI. RCI’s subsidiaries will not guarantee or otherwise be responsible for the payment of principal or interest or other payments required to be made by RCI on the Notes.
Accordingly, the Notes will be structurally subordinated to all existing and future liabilities (including trade payables and debt) of RCI’s subsidiaries. As a holding company, RCI’s ability to meet its financial obligations, including servicing its
debt under the Notes, depends upon its receipt of funds from its subsidiaries. RCI’s subsidiaries are separate and distinct legal entities and will have no obligation, contingent or otherwise, to make funds available to RCI to pay its obligations
under the Notes or to pay those obligations. In the event of an insolvency, bankruptcy, liquidation, reorganization or similar proceeding in respect of any of RCI’s subsidiaries, Holders will have no right to proceed against the assets of such
subsidiaries. Creditors of such subsidiaries would generally be entitled to payment in full from such assets before any assets are made available for distribution to RCI to pay its debts and other obligations. There will be no covenants in the
Indenture that limit RCI’s subsidiaries ability to incur debt or other liabilities.
The Indenture will not restrict the ability of RCI or its subsidiaries to issue or become liable for additional indebtedness.
The Indenture will not contain any provision limiting the ability of RCI or any of its subsidiaries to incur indebtedness generally. Any such indebtedness could rank in priority to the Notes. RCI currently has
substantial indebtedness, including substantial Senior Indebtedness that will rank in priority to the Notes, and may incur substantial additional indebtedness (including Senior Indebtedness) in the future.
The Indenture will have virtually no covenant protection for Holders and the Indenture will provide no protection for Holders in the event of certain transactions undertaken by RCI.
The Indenture will contain covenants providing for the timely payment of principal and interest on the Notes (subject to the deferral of interest as described under “Description of the Notes — Deferral Right”) but will
have virtually no other covenants for the benefit of the Holders. The Indenture will not contain provisions that would require RCI to repurchase or redeem the Notes or otherwise afford Holders protection should RCI be involved in a change of control
or other corporate transactions, like recapitalizations, reorganizations and highly leveraged transactions, which could adversely affect the Holders. Moreover, except in the circumstances described under “Description of the Notes — Dividend Stopper
Undertaking”, the Indenture will not restrict RCI’s ability to repurchase its shares. In addition, RCI will not be restricted by the terms of the Indenture from, among other things, creating or assuming liens to secure indebtedness of RCI or any
subsidiary or entering into any number of transactions, any of which could adversely affect the Holders.
RCI may redeem the Notes prior to their stated maturity.
RCI may, at its option, redeem the Notes (i) on any day in the period commencing on and including the date that is 90 days prior to the Initial Interest Rate Reset Date and ending on and including the Initial Interest
Rate Reset Date and (ii) after the Initial Interest Rate Reset Date, on any Interest Payment Date, or at any time within 90 days following the occurrence of a Tax Event or of a Rating Event, in each case without payment of any premium (except in the
case of a redemption on a Rating Event prior to July 31, 2031). These redemption rights may, depending on prevailing market conditions at the time, create reinvestment risk for the Holders in that they may be unable to find a suitable replacement
investment with a comparable expected rate of return to the Notes for a comparable level of risk. RCI’s redemption right also may adversely impact a purchaser’s ability to sell Notes and limit the price at which Notes may be sold. See “Description of
the Notes — Optional Redemption” and “Description of the Notes — Redemption on Tax Event or Rating Event”.
RCI has the option to defer interest payments on the Notes.
So long as no Event of Default has occurred and is continuing, RCI may elect, at its sole option, to defer the interest payable on the Notes on one or more occasions for up to five consecutive years. There is no limit
on the number of Deferral Periods that may occur. Any such election by RCI to defer the payment of interest will not constitute an Event of Default or any other breach under the Notes and the Indenture. See “Description of the Notes — Deferral
Right”.
If interest payments on the Notes are deferred, Holders may be required to recognize income for U.S. federal income tax purposes in advance of receiving cash.
If RCI were to defer interest payments on the Notes, such Notes would be treated as issued with original issue discount (“OID”) at the time of such deferral, and all stated interest due after such deferral would be
treated as OID. In such case, a U.S. Holder (as defined below under “Material U.S. Federal Income Tax Consequences”) of such Notes would be required to include such stated interest in income as it accrues, regardless of the U.S. Holder’s regular
method of accounting, using a constant yield method, before such U.S. Holder received any payment attributable to such income, and would not separately report the actual payments of interest on such Notes as taxable income.
The interest rate for the Notes will reset on each Interest Rate Reset Date, and any interest payable after an Interest Rate Reset Date may be less than an earlier interest rate; provided,
that the interest rate will not reset below the initial interest rate for the Notes.
The interest rate on the Notes will initially reset on the Initial Interest Rate Reset Date and will reset on each subsequent date that is the fifth anniversary of the immediately preceding date on which such rate is
reset. After each reset, the new interest rate is unlikely to be the same as, and may be lower than, the interest rate for a prior period (other than the initial period). Accordingly, investments in the Notes entail significant risks not associated
with investments in notes that bear interest at fixed rates. On each Interest Rate Reset Date, the interest rate on the Notes will be reset to be a rate per annum equal the 5-Year Treasury Rate on the Interest Rate Calculation Date plus a prescribed
amount; provided, that the interest rate will not reset below the initial interest rate for the Notes. See “Description of the Notes — Interest and Maturity”. We have no control over the factors that may
affect U.S. Treasury rates, including geopolitical conditions and economic, financial, political, regulatory, judicial or other events.
Historical U.S. Treasury rates are not an indication of future U.S. Treasury rates.
In the past, U.S. Treasury rates have experienced significant fluctuations. You should note that historical levels, fluctuations and trends of U.S. Treasury rates are not necessarily indicative of future levels. Any
historical upward or downward trend in U.S. Treasury rates is not an indication that U.S. Treasury rates are more or less likely to increase or decrease at any time after the Initial Interest Rate Reset Date for the Notes, and you should not take the
historical U.S. Treasury rates as an indication of future 5-Year Treasury Rates.
Interest rate risks.
Interest rates will affect the value of the Notes. Generally, the market price or value of the Notes will decline as prevailing interest rates for comparable debt instruments rise, and will increase as prevailing
interest rates for comparable debt instruments decline.
Holders will have limited rights of acceleration.
Subject to the conditions in the Indenture, the Trustee and Holders may accelerate payment of the principal of the Notes only upon the occurrence certain Events of Default, which will occur only if RCI defaults on the
payment of (i) the principal of, or the redemption price for, the Notes when it becomes due and payable at its maturity or (ii) interest when due and payable on the Notes and such default continues for 30 days (subject to RCI’s right, at its sole
option, to defer interest payments, as described under “Description of the Notes — Deferral Right”). In addition, upon the occurrence of certain events of bankruptcy, insolvency or reorganization affecting RCI or any of its restricted subsidiaries,
payment of the principal of the Notes will accelerate automatically. The Trustee and Holders will not have the right to accelerate payment of the principal of the Notes upon the breach of other covenants in the Indenture, although a legal action
could be brought to enforce any such covenant. See “Description of the Notes — Events of Default”.
We or any of our affiliates may assume the duties of the Calculation Agent and may have economic interests adverse to the interests of the Holders.
The Calculation Agent (as defined in “Description of the Notes — Interest and Maturity”) will make certain determinations regarding the interest rate for each Interest Rate Reset Period (as defined herein). We or any
of our affiliates may assume the duties of the Calculation Agent for the Notes. Any exercise of discretion by us or our affiliates acting as Calculation Agent could present a conflict of interest. In making the required determinations, decisions and
elections, we or our affiliates may have economic interests that are adverse to the interests of Holders, and those determinations, decisions or elections could have a material adverse effect on the yield on, value of and market for the Notes. Any
determination made by us or our affiliates, acting as the Calculation Agent, will be final and binding absent manifest error.
There can be no assurance that a trading market for the Notes will develop or as to the liquidity of any trading market that might develop for the Notes.
There is currently no established trading market for the Notes and we do not intend to have the Notes listed on any securities exchange. We have been informed by the underwriters that they presently intend to make a
market in the Notes after this offering is completed, as permitted by applicable laws and regulations. The underwriters are not obligated, however, to make a market in the Notes and any market making may be discontinued at any time without notice at
the sole discretion of the underwriters. In addition, the liquidity of the trading market in the Notes and the market price quoted for the Notes may be adversely affected by, among other things, changes in the overall market for debt securities and
by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, you cannot be sure that an active trading market will develop for the Notes or as to the liquidity of any trading market
that may develop for the Notes. The absence of an active market for the Notes could adversely affect their market price and liquidity.
Changes in our creditworthiness or credit ratings may adversely affect the market value of the Notes and our cost of capital. Adverse changes to the credit ratings assigned to some of our outstanding public debt may also
subject us to certain restrictive covenants.
There is no assurance as to our creditworthiness or that the credit ratings assigned to the Notes will remain in effect for any given period of time or that any such rating will not be lowered or withdrawn entirely by
the relevant rating agency. An actual, anticipated or perceived change in our creditworthiness or in credit ratings assigned to the Notes may materially affect the market price or liquidity of the Notes. In addition, an actual, anticipated or
perceived change in our creditworthiness or credit ratings may also affect the cost at which we can access the capital markets or obtain other funding.
The indenture governing RCI’s 8.75% Senior Debentures due 2032 (the “2032 Debentures”) contains restrictive covenants to which we are not subject for so long as more than one rating agency assigns the 2032 Debentures
an investment grade rating and we are not in default of our obligations under such indenture. If we fail to meet these conditions, these restrictive covenants will be reinstated. If reinstated, these restrictive covenants might limit our operating
flexibility and our ability to execute our business strategy unless we redeem the 2032 Debentures.
Certain bankruptcy, insolvency and other restructuring laws may impair the Trustee’s ability to receive payment and enforce remedies or other rights under the Notes.
The rights of the Trustee or Holders of the Notes, including, without limitation, the right to enforce remedies under the Indenture, may be significantly impaired, delayed, stayed, compromised or otherwise restricted
by the provisions of applicable Canadian insolvency, bankruptcy, winding-up, reorganization and other restructuring or corporate arrangement legislation if the benefit of such laws are sought with respect to RCI and RCI becomes subject to them. For
example, the Bankruptcy and Insolvency Act (Canada) (the “BIA”), the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”), the Winding-up and Restructuring Act (Canada) and corporate arrangement legislation each contain provisions enabling a
debtor to obtain a stay of proceedings in favor of itself and its property against its creditors and others and to prepare and file a plan of compromise and arrangement, plan of arrangement, or proposal to be considered and voted on by various
affected classes of its creditors. Such a plan of compromise and arrangement, plan of arrangement, or proposal, if accepted by the requisite majorities of each affected class of creditors and approved by the relevant Canadian court, would be binding
on all creditors within each affected class, such as Holders of the Notes, including those creditors in an affected class who did not vote to accept the plan of compromise and arrangement, plan of arrangement or proposal. Moreover, these statutes
permit, in certain circumstances, an insolvent debtor to retain possession, control and administration of its property, subject to court oversight, even though that debtor may be in default under the applicable debt instrument and the ability of its
creditors to enforce their rights upon such default are impaired, delayed, stayed, compromised or otherwise restricted.
The approval threshold requirements provided in the Indenture for the modification of certain rights of the Holders of Notes may be disregarded in a restructuring of our debt under applicable law or the order or decree
of a court having jurisdiction. In an insolvency or bankruptcy or similar proceeding, the applicable insolvency statute will establish the approval threshold. Insolvency statutes generally require the consent of at least two-thirds of the value and
majority in number of each of the classes of claims to be affected by, and voting on, the debt restructuring. For purposes of any such vote, claims with respect to the Notes would typically not vote as their own class but would instead vote as a
single class with the holders of all other unsecured claims affected by the restructuring that have a commonality of interest with the Notes claims. These approval threshold requirements may also be disregarded in a restructuring by way of a court
approved arrangement under a Canadian corporate statute. Some of these corporate debt restructurings have been court approved with only the required consent of debt holders representing at least two-thirds of the principal amount of the affected debt
(voting by class or, in some cases, voting together with other classes of debt) voted in respect of the debt restructuring, notwithstanding a higher approval threshold requirement in the documentation evidencing the affected debt. Stays of
proceedings have also been granted in connection with these corporate debt restructurings.
The powers of the court under Canadian insolvency, bankruptcy, winding-up, reorganization and other restructuring and corporate arrangement legislation (and in particular, the CCAA) have generally been interpreted and
exercised broadly and remedially so as to preserve the enterprise value of a restructuring entity and protect such entity and its assets from actions taken by creditors and other parties. Accordingly, if RCI were to become subject to proceedings
commenced pursuant to Canadian insolvency, bankruptcy, winding-up, reorganization and other restructuring or corporate arrangement legislation, payments with respect to the Notes may be delayed, stayed, compromised, discontinued or otherwise
restricted and the Trustee and/or Holders of the Notes may be unable to exercise or be otherwise impaired or restricted from exercising their rights under the Indenture and the Trustee and Holders of the Notes may not be compensated for any delays in
payments provided for under the Notes or the Indenture, if any, including the payment of principal, interest and costs, including their respective fees and disbursements. In an insolvency or bankruptcy or similar proceeding creditors, including
Holders of the Notes, may not be entitled to be paid interest, contractual or otherwise, accruing after the date such proceedings are commenced.
We are a leading diversified Canadian communications and entertainment company. We are Canada’s largest provider of wireless communications services and one of Canada’s leading providers of high-speed Internet, cable
television and phone services. Through Rogers Media, we are engaged in sports media and entertainment, television and radio broadcasting, specialty channels, multi-platform shopping and digital media.
Our estimated net proceeds from the sale of the Notes, after deducting the underwriting commission, any discounts, and the estimated expenses of this offering payable by us, will be approximately US$ . We intend to
use the net proceeds from this offering to repay certain of our outstanding indebtedness, which may include the 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 (the “2081 5.00% Subordinated Notes”). Pending any such uses, we may use the net
proceeds as working capital or invest the net proceeds in bank deposits and money market securities. See “Consolidated Capitalization” for further details.
The following table summarizes our consolidated cash and cash equivalents and our consolidated capitalization as at December 31, 2025, on an actual basis and as adjusted to give effect to our issuance of the Notes
offered hereby and the application of the net proceeds thereof to repay certain of our outstanding indebtedness, which may include the 2081 5.00% Subordinated Notes. See “Use of Proceeds”. For illustrative purposes, the “As Adjusted” column assumes
that a portion of the net proceeds of this offering is used to repay approximately $ of the outstanding funding under our non-revolving credit facilities with
any remaining net proceeds reflected as cash and cash equivalents. The following table should be read together with our Annual Financial Statements and 2025 Annual MD&A, each of which is incorporated by reference into this prospectus supplement.
For the purposes of this table, all U.S. dollar amounts have been translated into Canadian dollars based on a rate of exchange on December 31, 2025 of US$1.00 = $1.3725.
|
December 31, 2025
|
||||||||
|
Actual
(audited)
|
As Adjusted(1)
(unaudited) |
|||||||
|
(In millions of Canadian dollars)
|
||||||||
|
Cash and cash equivalents (bank advances)
|
$
|
1,344
|
$
|
|||||
|
Short-term borrowings:
|
||||||||
|
Accounts receivable securitization program
|
$
|
2,000
|
$
|
2,000
|
||||
|
US commercial paper program
|
-
|
-
|
||||||
|
Non-Revolving Credit Facilities
|
2,000
|
|||||||
|
Total short-term borrowings
|
$
|
4,000
|
$
|
|||||
|
Long-term debt (including current portion):
|
||||||||
|
Revolving credit facilities(2)
|
$
|
-
|
$
|
-
|
||||
|
Bank Credit Facilities (3)
|
415
|
415
|
||||||
|
Outstanding public debt:(4)
|
||||||||
|
Canada Infrastructure Bank credit facility
|
134
|
134
|
||||||
|
5.65% Senior Notes Due 2026
|
500
|
500
|
||||||
|
2.90% Senior Notes Due 2026
|
686
|
686
|
||||||
|
3.65% Senior Notes Due 2027
|
1,500
|
1,500
|
||||||
|
3.80% Senior Notes Due 2027
|
300
|
300
|
||||||
|
3.20% Senior Notes Due 2027
|
1,784
|
1,784
|
||||||
|
5.70% Senior Notes Due 2028
|
1,000
|
1,000
|
||||||
|
4.40% Senior Notes Due 2028
|
500
|
500
|
||||||
|
3.30% Senior Notes Due 2029
|
159
|
159
|
||||||
|
3.75% Senior Notes Due 2029
|
1,000
|
1,000
|
||||||
|
3.25% Senior Notes Due 2029
|
700
|
700
|
||||||
|
5.00% Senior Notes Due 2029
|
1,716
|
1,716
|
||||||
|
5.80% Senior Notes Due 2030
|
500
|
500
|
||||||
|
2.90% Senior Notes Due 2030
|
210
|
210
|
||||||
|
3.80% Senior Notes Due 2032
|
2,745
|
2,745
|
||||||
|
4.25% Senior Notes Due 2032
|
1,000
|
1,000
|
||||||
|
8.75% Senior Debentures Due 2032
|
275
|
275
|
||||||
|
5.90% Senior Notes Due 2033
|
1,000
|
1,000
|
||||||
|
5.30% Senior Notes Due 2034
|
1,716
|
1,716
|
||||||
|
7.50% Senior Notes Due 2038
|
480
|
480
|
||||||
|
6.68% Senior Notes Due 2039
|
500
|
500
|
||||||
|
6.75% Senior Notes Due 2039
|
1,450
|
1,450
|
||||||
|
6.11% Senior Notes Due 2040
|
800
|
800
|
||||||
|
December 31, 2025
|
||||||||
|
Actual
(audited)
|
As Adjusted(1)
(unaudited)
|
|||||||
|
(In millions of Canadian dollars)
|
||||||||
|
6.56% Senior Notes Due 2041
|
400
|
400
|
||||||
|
4.50% Senior Notes Due 2042
|
1,029
|
1,029
|
||||||
|
4.50% Senior Notes Due 2043
|
524
|
524
|
||||||
|
5.45% Senior Notes Due 2043
|
892
|
892
|
||||||
|
5.00% Senior Notes Due 2044
|
1,032
|
1,032
|
||||||
|
4.30% Senior Notes Due 2048
|
694
|
694
|
||||||
|
4.25% Senior Notes Due 2049
|
26
|
26
|
||||||
|
4.35% Senior Notes Due 2049
|
865
|
865
|
||||||
|
3.70% Senior Notes Due 2049
|
743
|
743
|
||||||
|
4.55% Senior Notes Due 2052
|
2,745
|
2,745
|
||||||
|
5.25% Senior Notes Due 2052
|
1,000
|
1,000
|
||||||
|
7.00% Fixed-to-Fixed Rate Subordinated Notes Due 2055
|
1,510
|
1,510
|
||||||
|
7.125% Fixed-to-Fixed Rate Subordinated Notes Due 2055
|
1,373
|
1,373
|
||||||
|
5.625% Fixed-to-Fixed Rate Subordinated Notes Due 2055
|
1,000
|
1,000
|
||||||
|
5.00% Fixed-to-Fixed Rate Subordinated Notes Due 2081(5)
|
2,000
|
2,000
|
||||||
|
5.25% Fixed-to-Fixed Rate Subordinated Notes Due 2082
|
1,029
|
1,029
|
||||||
|
Notes offered hereby
|
-
|
|||||||
|
Deferred transaction costs and discounts(6)
|
(795
|
)
|
||||||
|
Deferred government grant liability
|
(79
|
)
|
||||||
|
Total long-term debt (including current portion)(7)
|
$
|
41,058
|
$
|
|||||
|
Shareholders’ equity
|
$
|
17,751
|
$
|
17,751
|
||||
|
Total capitalization
|
$
|
58,809
|
$
|
|||||
| (1) | Except as described above, the As Adjusted data in the capitalization table does not reflect any transactions or events occurring or anticipated to occur after December 31, 2025. |
| (2) | We have a $4.0 billion revolving credit facility which was undrawn as of December 31, 2025. In September 2025, we amended the terms of our revolving credit facility to, among other things, extend the maturity date of the $3 billion tranche to September 2030, from April 2029, and the $1 billion tranche to September 2028, from April 2027. Our debt under this revolving credit facility is unsecured and guaranteed by RCCI and ranks equally in right of payment with all of our senior notes and debentures. For further details in respect of our revolving credit facility, see Note 25 to our Annual Financial Statements. |
| (3) | Represents certain revolving and non-revolving credit facilities of MLSE (the “Bank Credit Facilities”) assumed in connection with our acquisition of a majority ownership stake in MLSE in 2025. |
| (4) | As of the date hereof, all of our outstanding public debt is unsecured. RCI’s obligations under this public debt (except for our 7.00% Fixed-to-Fixed Rate Subordinated Notes Due 2055, 7.125% Fixed-to-Fixed Rate Subordinated Notes Due 2055, 5.625% Fixed-to-Fixed Rate Subordinated Notes Due 2055, 5.00% Fixed-to-Fixed Rate Subordinated Notes Due 2081 and 5.25% Fixed-to-Fixed Rate Subordinated Notes Due 2082) are guaranteed by RCCI. For further details in respect of our public debt, see Note 25 to our Annual Financial Statements. |
| (5) |
The 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 are scheduled to mature on December 17, 2081. The 2081 5.00% Subordinated Notes accrue interest on the aggregate unpaid principal amount thereof at a
rate of interest equal to 5.00% per annum. Starting from December 17, 2026, during each interest reset period for the 2081 5.00% Subordinated Notes, the rate of interest per annum will be equal to the 5-year Government of Canada yield as of
the most recent interest rate calculation date for the 2081 5.00% Subordinated Notes plus the then-applicable margin. As of the date of this prospectus supplement, there is $2,000 million aggregate principal amount outstanding and we are
entitled to redeem all or a part of the 2081 5.00% Subordinated Notes on any interest reset date or any interest payment date of the 2081 5.00% Subordinated Notes. Nothing in this prospectus supplement should be construed as a notice of
redemption with respect to the 2081 5.00% Subordinated Notes.
|
| (6) | We derived the as adjusted deferred transaction costs and discounts by increasing actual deferred transaction costs and discounts by $ , which is our estimate of the underwriters’ commission, discounts, and other expenses we expect to incur in connection with this offering. |
| (7) | Our total lease liabilities (including current portion) as at December 31, 2025 were approximately $3,118 million. For further details in respect of these lease liabilities, see Note 9 to our Annual Financial Statements. |
As Adjusted Historical Earnings Coverage Ratio
The following as adjusted earnings coverage ratio and associated financial information has been calculated on a consolidated basis for the 12-month period ended December 31, 2025 based on our Annual
Financial Statements, which have been prepared in accordance with IFRS. The borrowing cost requirements used for this as adjusted earnings coverage ratio are adjusted to give effect to our issuance of the Notes under this prospectus supplement and
the assumed application of a portion of the aggregate estimated net proceeds therefrom to repay approximately $ of the outstanding funding under our non-revolving credit facilities as if each such transaction had occurred on January 1, 2025.
See “Use of Proceeds” and “Consolidated Capitalization”. For the purpose of calculating the as adjusted information below, all U.S. dollar amounts have been translated into Canadian dollars based on a rate of exchange on December 31, 2025 of US$1.00
= $1.3725.
The as adjusted information in the following table does not give effect to adjustments for any (w) additional funding or repayments under our receivables securitization program; (x) issuance or
repayment of commercial paper under our US commercial paper program; (y) advances or repayments under our non-revolving credit facilities; or (z) advances or repayments of debt under our revolving credit facilities, in each case subsequent to
December 31, 2025, as these would not, in the aggregate, materially affect the as adjusted earnings coverage ratio.
|
12 months ended
December 31, 2025
|
|||||
| Earnings before borrowing costs and income taxes |
$ | 9,729 million | |||
| As adjusted borrowing cost requirements(1) |
$ | million | |||
|
As adjusted earnings coverage ratio(2)
|
x |
|
|||
| (1) | As adjusted borrowing cost requirements refer to our total finance costs for the applicable period excluding interest earned, as adjusted to reflect the adjustments noted in the first paragraph of this “Earnings Coverage” section. |
| (2) | As adjusted earnings coverage ratio refers to the ratio of (i) our earnings before borrowing costs and income taxes, and (ii) our as adjusted borrowing cost requirements for the applicable period. |
The above table should be read together with the Annual Financial Statements incorporated by reference in the prospectus, as supplemented by this prospectus supplement.
Certain terms used in this “Description of the Notes” are defined under the subheading “ —Certain Definitions”. In this description, references to “we,” “us,” “our” and “RCI” refer only to Rogers Communications Inc.
(or its successors, if any, under the Indenture (as defined below)) and not to any of its subsidiaries or Affiliates. Unless otherwise specified, references to “US$” are to U.S. dollars and references to “$” are to Canadian dollars.
RCI will issue US$ aggregate principal amount of % Fixed-to-Fixed Rate Subordinated Notes due 2056 (the “Notes”) under an indenture (the “Base
Indenture”), dated as of February 12, 2025, between RCI and The Bank of New York Mellon, as trustee (the “Trustee”). The Notes will be issued under the supplemental indenture (the “Supplemental Indenture”) to be dated as of the Issue Date and references in this prospectus supplement to the “Indenture” in respect of the Notes are to the Base Indenture as
supplemented by the Supplemental Indenture. The following summary of certain provisions of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the actual provisions of the Indenture.
The Notes will be issued only in fully registered book-entry form without coupons only in minimum denominations of US$2,000 and integral multiples of US$1,000 above that amount. The Notes will be issued in the form of
global notes. Global notes will be registered in the name of a nominee of DTC, New York, New York, as described under “Book-Entry Settlement and Clearance”.
Interest and Maturity
The Notes will mature on July 31, 2056 (the “Maturity Date”).
The outstanding Notes will bear interest from, and including, the Issue Date to, but excluding, July 31, 2031, at a rate of % per annum. From, and including, July 31, 2031, to but excluding the Maturity Date the
outstanding Notes will bear interest at a rate per annum equal to the 5-Year Treasury Rate (as defined below and subject to reset as described below) plus %; provided, that the interest rate during any
Interest Rate Reset Period (as defined below) for the Notes will not reset below % (which equals the initial interest rate on the Notes).
The 5-Year Treasury Rate for computing interest on the outstanding Notes from and after the applicable Interest Rate Reset Date will initially be based on such rate as of the first Business Day prior to the Initial
Interest Rate Reset Date and it will be reset on the fifth anniversary of the Initial Interest Rate Reset Date and, thereafter, on each subsequent date that is the fifth anniversary of the immediately preceding date on which such rate is reset, based
on the 5-Year Treasury Rate as of the first Business Day prior to each such fifth anniversary.
“Initial Interest Rate Reset Date” means July 31, 2031.
“Interest Rate Calculation Date” means the Business Day prior to each applicable Interest Rate Reset Date.
“Interest Rate Reset Date” means the Initial Interest Rate Reset Date and each date thereafter that such rate is so reset.
Interest on the Notes is payable semi-annually in arrears on January 31 and July 31 of each year, commencing on July 31, 2026, and on the Maturity Date (each, an “Interest Payment
Date”), subject to deferral as described under “—Deferral Right”. Interest payments will be made to the persons in whose names the Notes are registered as of the close of business on January 15 and July 15 (in each case, whether or not a
Business Day), as the case may be, immediately preceding the relevant Interest Payment Date.
Interest on the Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, for any period shorter than six months, on the basis of the actual number of days elapsed per 30-day
month. For the purposes of disclosure under the Interest Act (Canada), and without affecting the interest payable on the Notes, the yearly rate of interest to which any rate of interest payable under the
Notes, which is to be calculated on any basis other than a full calendar year, is equivalent may be determined by multiplying the rate by a fraction, the numerator of which is the number of days in the calendar year in which the period for which
interest at such rate is payable and the denominator of which is the number of days comprising such other basis.
If an Interest Payment Date falls on a day that is not a Business Day, the Interest Payment Date will be postponed to the next succeeding day that is a Business Day, and no further interest will accrue in respect of
such postponement. For the purposes hereof, “Business Day” means a day other than a Saturday, Sunday or other day on which banking institutions in the City of Toronto, Ontario or the City of New York, New York
are authorized or required by law to close.
Unless RCI has elected to redeem all of the outstanding Notes as of the Initial Interest Rate Reset Date, RCI will appoint a calculation agent (the “Calculation Agent”) in
respect of the Notes on or prior to the Interest Rate Calculation Date in respect of the Initial Interest Rate Reset Date. RCI or any of its Affiliates may assume the duties of the Calculation Agent. The applicable interest rate for each Interest
Rate Reset Period will be determined by the Calculation Agent as of the applicable Interest Rate Calculation Date. Promptly upon such determination, the Calculation Agent, if other than RCI or its Affiliate, will notify RCI of the applicable interest
rate for the relevant Interest Rate Reset Period. RCI will then promptly notify the Trustee, if other than the Calculation Agent, of such interest rate. The Calculation Agent’s determination of any interest rate and its calculation of the amount of
interest for any Interest Rate Reset Period beginning on or after the Initial Interest Rate Reset Date will be conclusive and binding absent manifest error, may be made in the Calculation Agent’s sole discretion and, notwithstanding anything to the
contrary in the documentation relating to the Notes, will become effective without consent from any other Person or entity. Such determination of any interest rate and calculation of the amount of interest will be on file at RCI’s principal offices
and will be made available to any Holder (as defined herein) upon request.
“5-Year Treasury Rate” means, as of any Interest Rate Calculation Date, the average of the yields on actively traded U.S. Treasury securities adjusted to constant maturity, for
five-year maturities, for the most recent five Business Days appearing under the caption “Treasury Constant Maturities” in the most recent H.15 (as defined below).
“H.15” means the daily statistical release designated as such, or any successor publication as determined by the Calculation Agent in its sole discretion, published by the Board
of Governors of the United States Federal Reserve System, and “most recent H.15” means the H.15 published closest in time but prior to the close of business on the applicable Interest Rate Calculation Date.
If the 5-Year Treasury Rate cannot be determined pursuant to the method described above, the Calculation Agent, after consulting such sources as it deems comparable to any of the foregoing calculations, or any such
source as it deems reasonable from which to estimate the 5-Year Treasury Rate, will determine the 5-Year Treasury Rate in its sole discretion; provided that if the Calculation Agent determines there is an
industry-accepted successor 5-Year Treasury Rate, then the Calculation Agent will use such successor rate. If the Calculation Agent has determined a substitute or successor base rate in accordance with the foregoing, the Calculation Agent in its sole
discretion may determine the business day convention, the definition of Business Day and the Interest Rate Calculation Date to be used and any other relevant methodology for calculating such substitute or successor base rate, including any adjustment
factor needed to make such substitute or successor base rate comparable to the 5-Year Treasury Rate, in a manner that is consistent with industry-accepted practices for such substitute or successor base rate.
“Final Interest Rate Reset Date” means July 31, 2051.
“Interest Rate Reset Period” means the period from and including the Initial Interest Rate Reset Date to, but not including, the next following Interest Rate Reset Date and
thereafter each period from and including each Interest Rate Reset Date to, but not including, the next following Interest Rate Reset Date (or, in the case of the final Interest Rate Reset Period commencing on the Final Interest Rate Reset Date,
the period from and including the Final Interest Rate Reset Date to, but not including, the Maturity Date).
Additional Notes
RCI may, from time to time, without notice to or the consent of the Holders of Notes, create and issue, pursuant to the Indenture and in accordance with applicable laws and regulations, additional notes (“Additional Notes”) maturing on the same maturity date as the Notes and having the same terms and conditions under the Indenture as the Notes at the time outstanding (except for the issue date and, if applicable,
the date of the first payment of interest thereon) so that such Additional Notes will be consolidated and form a single class with the Notes at the time outstanding for all purposes under the Indenture, including with respect to waivers,
amendments, redemptions and offers to purchase; provided that, if any such Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such Additional Notes will have a separate
CUSIP, ISIN or other identifying number.
So long as no Event of Default (as defined below) has occurred and is continuing, RCI may elect, at its sole option, at any date other than an Interest Payment Date, to defer the interest payable on the Notes (the “Deferral Right”) on one or more occasions for up to five consecutive years (a “Deferral Period”). There is no limit on the number of Deferral Periods that may occur. Any such
election by RCI to defer the payment of interest will not constitute an Event of Default, a default or any other breach under the Notes or the Indenture. Any installment of interest whose payment is deferred pursuant to the Deferral Right provided
for in this section (“Deferred Interest”) will accrue interest at a per annum rate equal to the interest rate then applicable to the Notes (to the extent permitted by applicable law), compounding on each
subsequent Interest Payment Date, until paid. A Deferral Period terminates on any Interest Payment Date where RCI pays all accrued and unpaid interest subject to such Deferral Period on such date. No Deferral Period may extend beyond the Maturity
Date and all accrued and unpaid interest on the Notes as of the Maturity Date, if any, will be due and payable on the Maturity Date.
RCI will give the Trustee and the registered Holders of the Notes (the “Holders”) notice of its election to commence or continue a Deferral Period at least 10 but not more than
60 days prior to the next Interest Payment Date.
Dividend Stopper Undertaking
Unless RCI has paid all accrued and payable interest on the Notes (including interest, if any, whose payment was deferred pursuant to the Deferral Right), RCI will not:
|
(i)
|
declare any dividends on its Dividend Restricted Shares (other than stock dividends on Dividend Restricted Shares) or pay any interest on any Parity Notes,
|
|
(ii)
|
redeem, purchase or otherwise retire for value any Dividend Restricted Shares or Parity Notes (unless such redemption, purchase or retirement for value is a Permitted Purchase), or
|
|
(iii)
|
make any payment to holders of any of the Dividend Restricted Shares or any of the Parity Notes in respect of dividends not declared or paid on such Dividend Restricted Shares or interest not paid on such Parity Notes, respectively.
|
“Dividend Restricted Shares” means, collectively, RCI’s Preferred Shares, Class A Voting Shares and Class B Non- Voting Shares.
“Parity Notes” means any class or series of RCI’s debt securities or other indebtedness of RCI for borrowed money outstanding on the date hereof or hereafter created which
ranks on parity with the Notes as to distributions upon liquidation, dissolution or winding-up.
“Permitted Purchase” means a redemption, purchase or other retirement for value of any Dividend Restricted Shares or Parity Notes (A) pursuant to any purchase obligation,
sinking fund, retraction privilege or mandatory redemption provisions attaching to any series of Dividend Restricted Shares or (B) with respect to Dividend Restricted Shares, (x) out of the net cash proceeds of a substantially concurrent issuance
and sale of, or made in exchange for (including by using), Dividend Restricted Shares or a substantially concurrent net cash capital contribution received by RCI (other than from a subsidiary of RCI), (y) deemed to occur upon the exercise or
exchange of options, warrants or other convertible or exchangeable securities, to the extent such Dividend Restricted Shares represent all or a portion of the exercise, conversion or exchange price thereof, together with any withholding to pay for
the taxes payable in connection therewith or (z) cash payments in lieu of issuing fractional shares in connection with share dividends, splits or business combinations or the exercise of warrants, options or other securities convertible into or
exchangeable for Dividend Restricted Shares of RCI.
Purchase of Notes
RCI may, at any time and from time to time, purchase the Notes in the secondary market or by tender offer or private contract, at any price.
Optional Redemption
RCI may, at its option, on giving not more than 60 days’ nor less than 10 days’ prior notice to the Holders, redeem the Notes, in whole at any time or in part from time to time, (i) on any day in the period commencing
on and including the date that is 90 days prior to the Initial Interest Rate Reset Date and ending on and including the Initial Interest Rate Reset Date and (ii) after the Initial Interest Rate Reset Date, on any Interest Payment Date, in each case,
at a redemption price equal to 100% of the principal amount of the Notes redeemed together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption.
At RCI’s discretion, any redemption of the Notes may be subject to one or more conditions precedent, including completion of an equity or other securities offering, an incurrence of indebtedness or other financing, or
any other corporate transaction or event. Notice of any redemption in respect thereof may, at RCI’s discretion, be given prior to the completion of one or more of the transactions or events upon which the redemption is conditioned and such redemption
may be partial as a result of only some of the conditions being satisfied. If such redemption is subject to the satisfaction of one or more conditions precedent, the related notice must describe each such condition, and if applicable, state that, in
RCI’s discretion, such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the applicable date fixed for redemption. In addition, RCI may provide in such
notice that payment of the redemption price and other amounts owing for the redemption of any Notes and performance of RCI’s obligations with respect to such redemption may be performed by another Person.
In the case of a partial redemption of the Notes, selection of the Notes to be redeemed will be made on a pro rata basis or by lot or otherwise in accordance with the procedures of DTC. If the Notes are to be redeemed
in part, the notice of redemption relating thereto shall state the portion of the principal amount thereof to be redeemed; provided that no Note in an aggregate principal amount of US$2,000 or less shall be
redeemed in part. A replacement Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note.
In the event that RCI redeems or purchases any of the Notes, RCI intends (without thereby assuming a legal obligation) to do so only to the extent the aggregate redemption or purchase price is equal to or less than the
net proceeds, if any, received by RCI from new issuances during the period commencing on the 360th calendar day prior to the date of such redemption or purchase of securities which are assigned by S&P at the time of sale or issuance, an aggregate
equity credit that is equal to or greater than the equity credit assigned to the Notes to be redeemed or purchased (but taking into account any changes in hybrid capital methodology or another relevant methodology or the interpretation thereof since
the issuance of the Notes), unless the Notes are redeemed pursuant to a Rating Event or a Tax Event (each as defined herein).
Redemption on Tax Event or Rating Event
At any time within 90 days following the occurrence of a Tax Event with respect to the Notes, RCI may, at its option, on giving not more than 60 days’ nor less than 10 days’ prior notice to the Holders of the Notes,
redeem all (but not less than all) of the Notes at a redemption price equal to 100% of the principal amount thereof, together with accrued and unpaid interest (including Deferred Interest, if any) thereon to, but excluding, the date fixed for
redemption.
For the avoidance of doubt, if there is a Tax Event or a Rating Event on or after July 31, 2031, RCI may optionally redeem the Notes in accordance with its optional redemption right described under “ — Optional
Redemption”, rather than redeem the Notes by way of the Tax Event or Rating Event redemption right, as applicable.
A “Tax Event” means RCI has received an opinion of counsel of a law firm that is nationally recognized in Canada or the U.S. and experienced in such matters (who may be counsel
to RCI) to the effect that, as a result of, (i) any amendment to, clarification of, or change (including any announced prospective amendment, clarification or change) in, the laws, or any regulations or rulings thereunder, or any application or
interpretation thereof, of Canada or the U.S. or any political subdivision or authority or agency thereof or therein having power to tax or any applicable tax treaty, (ii) any judicial decision, administrative pronouncement, published or private
ruling, regulatory procedure, rule, notice, announcement, assessment or reassessment (including any notice or announcement of intent to adopt or issue such decision, pronouncement, ruling, procedure, rule, notice, announcement, assessment or
reassessment) (collectively, an “Administrative Action”), or (iii) any amendment to, clarification of, or change in, the official position with respect to or the interpretation of any Administrative Action or
any interpretation or pronouncement that provides for a position with respect to an Administrative Action that differs from the theretofore generally accepted position, in each of case (i), (ii) or (iii), by any legislative body, court, governmental
authority or agency, regulatory body or taxing authority, irrespective of the manner in which such amendment, clarification, change, Administrative Action, interpretation or pronouncement is made known, which amendment, clarification, change or
Administrative Action is effective or which interpretation, pronouncement or Administrative Action is announced on or after the Issue Date, there is more than an insubstantial risk (assuming any proposed or announced amendment, clarification, change,
interpretation, pronouncement or Administrative Action is effective and applicable) that (a) RCI is, or may be, subject to more than a de minimis amount of additional taxes, duties or other governmental
charges or civil liabilities because the treatment of any of its items of income, taxable income, expense, taxable capital or taxable paid-up capital with respect to the Notes (including the treatment or deductibility by RCI of interest on the
Notes), as or as would be reflected in any tax return or form filed, to be filed, or that otherwise could have been filed, will not be respected by a taxing authority or (b) RCI is, or may be, obligated to pay, on the next succeeding date on which
payment is due, Additional Amounts with respect to the Notes as described under “ — Additional Amounts”.
At any time within 90 days following the occurrence of a Rating Event, RCI may, at its option, on giving not more than 60 days’ nor less than 10 days’ prior notice to the Holders, redeem all (but not less than all) of
the Notes at a redemption price equal to 102% of the principal amount thereof, together with accrued and unpaid interest (including deferred interest, if any) thereon to, but excluding, the date fixed for redemption.
A “Rating Event” means any Designated Rating Agency amends, clarifies or changes the methodology or criteria it uses to assign equity credit to securities such as the Notes,
which amendment, clarification or change results in (a) the shortening of the length of time the Notes are assigned a particular level of equity credit by that Designated Rating Agency as compared to the length of time they would have been assigned
that level of equity credit by that Designated Rating Agency or its predecessor on the Issue Date; or (b) the lowering of the equity credit assigned to the Notes by that Designated Rating Agency compared to the equity credit assigned by that
Designated Rating Agency or its predecessor on the Issue Date.
“Designated Rating Agency” means any of Moody’s, S&P and DBRS or any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the
Exchange Act (or any successor provision thereto), or any other designated rating organization (as defined in National Instrument 44-101 – Short Form Prospectus Distributions), as applicable, that then
publishes a rating for RCI and, in each case, their respective successors.
Provision of Financial Information
RCI will furnish to the Trustee, within 30 days after the same are so required to file the same with the SEC, copies of the annual reports and quarterly reports and of the information, documents and other reports
which RCI may be required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act (collectively, the “Financial Reports”); provided, however, that RCI need not furnish any such information, documents or reports to the extent they are made publicly available on SEDAR+ or EDGAR or any other website maintained by the securities regulatory
authorities in Canada or the SEC. Notwithstanding the foregoing, it shall not be the responsibility of the Trustee to monitor postings of RCI on SEDAR+ or EDGAR or any other applicable website, it being understood that, due to the public
availability of the information contained on such websites, any Person, including without limitation any Holder, may obtain such information directly from such website copies of its annual report and of the information, documents and other reports
(or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which RCI is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act.
If RCI is not required to file with the SEC the Financial Reports, RCI will furnish (without cost) to each Holder of Notes then outstanding and file with the Trustee (i) within 120 days of the end of each fiscal year,
its audited year-end financial statements prepared in accordance with GAAP (whether or not RCI is a public reporting company at the time) and (ii) within 60 days of the end of each of the first three fiscal quarters of each fiscal year, unaudited
financial statements for the interim period as at, and for the period ending on, the end of such fiscal quarter prepared in accordance with GAAP (whether or not RCI is a public reporting company at the time). The obligations of RCI to deliver such
financial statements will be deemed satisfied if any parent entity of RCI has delivered to the Trustee (including by making such Financial Reports publicly available on SEDAR+ or EDGAR) the applicable Financial Reports, that would otherwise be
required to be provided in respect of RCI, with respect to such parent entity; provided that such obligations will only be deemed to be satisfied if, and for so long as, such parent entity furnishes to the
Trustee (either in or with a copy of such Financial Reports) “summary financial information” as defined in Section 13.4 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) (or
substantially equivalent financial information provided for in any successor provision thereto in NI 51-102 or any successor instrument) for the parent entity for the periods covered by such financial statements with a separate column for (i) the
parent entity, (ii) RCI, (iii) all guarantors (if any) (on a combined basis), (iv) any other subsidiaries of the parent entity (on a combined basis), (v) consolidating adjustments and (vi) total consolidated amounts.
Modification and Waiver
Modifications and amendments of the Indenture with respect to the Notes may be made by RCI and the Trustee with the consent of the Holders of more than 50% of the principal amount of the outstanding Notes affected by
such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the Holder of each outstanding Note: (1) change
the stated maturity of the principal of, or any installment of interest, if any, on the Notes; (2) reduce the principal amount of or the rate of interest, if any, or reduce the redemption price on the Notes; (3) change the coin or currency of payment
of principal of (or premium, if any) or interest, if any, on the Notes; (4) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes; (5) reduce the percentage of principal amount of outstanding Notes, the
consent of the Holders of which is required for modification or amendment of the Indenture or for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults; or (6) modify any provisions of the Indenture with
respect to the Notes relating to the modification and amendment of the Indenture or the waiver of past defaults or covenants except as otherwise specified in the Indenture.
The Holders of more than 50% of the principal amount of the Notes outstanding may on behalf of the Holders waive, insofar as the Notes are concerned, compliance by RCI with certain restrictive provisions of the
Indenture, including the covenants and Events of Default. The Holders of more than 50% in principal amount of the Notes outstanding may waive any past Default or Event of Default under the Indenture in respect of the Notes, except a Default in the
payment of the principal of (or premium, if any) and interest, if any, on the Notes or in respect of a provision which under the Indenture cannot be modified or amended without the consent of the Holder of each outstanding Note. The Indenture or
the Notes may be amended or supplemented, without the consent of any Holder of Notes, in order, among other purposes, to cure any ambiguity or inconsistency or to make any change that does not have an adverse effect on the rights of any Holder of
Notes in any material respect.
Discharge; Defeasance
The Indenture provides that RCI’s obligations under the Indenture with respect to the Notes will be discharged, and cease to be of further effect, when all Notes issued under the Indenture (except lost, stolen or
destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to RCI) have (i) been delivered to the Trustee for cancellation or, (ii) to the extent not so delivered, (x) have
become due and payable or have been called for redemption or will become due and payable within one year, or (y) if redeemable at RCI’s option, are to be called for redemption within one year under arrangements satisfactory to the Trustee and, in
the case of clause (ii), RCI has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in United States dollars, government securities, or a combination thereof, in
amounts as will be sufficient to pay and discharge the principal, premium, if any, and accrued interest to the date of the final maturity or redemption of those outstanding Notes, and in either case of (i) or (ii) RCI has paid or caused to be paid
all sums payable by it under the Indenture with respect to the Notes.
RCI may also, at its option, and at any time, elect to have the obligations of RCI discharged with respect to all outstanding Notes. We refer to this discharge of obligations as “Defeasance”.
Defeasance means that RCI will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes and to have satisfied its other obligations under the Indenture, except for (i) the rights of Holders of such
outstanding Notes to receive, solely from the trust fund described in the paragraph below, payments in respect of the principal of (and premium, if any) and interest on such Notes when such payments are due, (ii) RCI’s obligations under the Indenture
with respect to such Notes relating to the issuance of temporary Notes, the registration, transfer and exchange of Notes, the replacement of mutilated, destroyed, lost or stolen Notes, the payment of Additional Amounts, the maintenance of any office
or agency for payments in respect of such Notes, the holding of money for security payments in trust and statements as to compliance with the Indenture, (iii) RCI’s obligations under the Indenture in respect of the Notes in connection with the
rights, powers, trusts, duties and immunities of the Trustee, (iv) the defeasance provisions of the Indenture and (v) RCI’s right of redemption in the event of Additional Amounts becoming payable under certain circumstances.
In addition, RCI may, at its option and at any time, elect to be released from its obligations with respect to certain covenants in respect of the Notes under the Indenture (including those described under the sections
entitled “ — Provision of Financial Information” and “ — Additional Covenants — Mergers, Amalgamations and Sales of Assets by RCI”) (we refer to the foregoing as “Covenant Defeasance”).
In order to exercise either Defeasance or Covenant Defeasance, (i) RCI must irrevocably deposit with the Trustee, in trust, cash in U.S. Dollars, certain U.S. Government Obligations, or a combination thereof in such
amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants or chartered accountants, to pay the principal of (and premium, if any, on) and interest on the outstanding Notes on the Maturity Date (or
redemption date, if applicable) of such principal (and premium, if any) or installment of interest; (ii) in the case of Defeasance, RCI shall have delivered to the Trustee an opinion of counsel in the United States stating that (x) RCI has received
from, or there has been published by, the Internal Revenue Service a ruling or (y) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of
counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Defeasance and will be subject to U.S. federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Defeasance had not occurred; (iii) in the case of Covenant Defeasance, RCI shall have delivered to the Trustee an opinion of counsel in the United States to the effect that the
Holders of the outstanding Notes will not recognize income, gains or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Covenant Defeasance had not occurred; and (iv) RCI must comply with certain other conditions.
Subordination
The Notes will be unsecured, subordinated obligations of RCI. The payment of principal, premium, if any, and interest on the Notes will be subordinated in right of payment to the prior payment in full of all Senior
Indebtedness to the extent provided in the immediately succeeding paragraph. The Notes will also be structurally subordinated to all debt and other liabilities of, and guarantees by, RCI’s subsidiaries.
In the event (i) of any insolvency or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of RCI or a substantial part of its property, or of any
proceedings for liquidation, dissolution or other winding-up of RCI, whether or not involving insolvency or bankruptcy, or, (ii) subject to the subordination provisions in the Indenture, that (x) a default shall have occurred with respect to
payments due on any Senior Indebtedness (without giving effect to any cure period with respect thereto), or (y) there shall have occurred an event of default in respect of any Senior Indebtedness permitting the holder or holders thereof to
accelerate the maturity thereof (with notice or lapse of time, or both), or (iii) that the principal of the Notes shall have been declared due and payable pursuant to the Indenture and such declaration of acceleration shall not have been rescinded
and annulled as provided therein, then, among other things, the holders of all Senior Indebtedness shall first be entitled to receive payment of the full amount due thereon before the Holders are entitled to receive a payment on account of the
principal, premium, if any, or interest on the Notes, including, without limitation, any payments made pursuant to any redemption or purchase for cancellation. As of the date of this prospectus supplement, all short-term borrowings and long-term
debt of RCI set forth in the “Consolidated Capitalization” section of this prospectus supplement constitute Senior Indebtedness, other than RCI’s (i) US$1.1 billion aggregate principal amount of 7.00% Fixed-to-Fixed Rate Subordinated Notes due
2055, (ii) US$1 billion aggregate principal amount of 7.125% Fixed-to-Fixed Rate Subordinated Notes due 2055, (iii) $1 billion aggregate principal amount of 5.625% Fixed-to-Fixed Rate Subordinated Notes Due 2055, (iv) $2 billion aggregate
principal amount of 5.00% Fixed-to-Fixed Rate Subordinated Notes due 2081 and (v) US$750 million aggregate principal amount of 5.25% Fixed-to-Fixed Rate Subordinated Notes due 2082.
“Senior Indebtedness” means all present and future indebtedness, liabilities and other obligations (other than Subordinated Indebtedness) of, or guaranteed or assumed by, RCI for
borrowed money or evidenced by bonds, debentures or notes or obligations of RCI for or in respect of bankers’ acceptances (including the face amount thereof), letters of credit and letters of guarantee (including all reimbursement obligations in
respect of each of the foregoing) or other similar instruments, and amendments, renewals, extensions, modifications and refunding of any such indebtedness, liabilities or other obligations.
“Subordinated Indebtedness” means the Notes or any other obligations that are, pursuant to the terms of the instrument or agreement creating or evidencing those obligations,
expressly designated as being (i) subordinate in right of payment to Senior Indebtedness or (ii) pari passu with, or subordinate to, the Notes in right of payment.
Events of Default
“Event of Default” means either of the following events:
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(i)
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RCI defaults in the payment of interest upon the Notes when it becomes due and payable, and continuance of such default for a period of 30 days (subject to RCI’s right, at its sole option, to defer interest payments as described under
“—Deferral Right” above);
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|
(ii)
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RCI defaults in the payment of the principal of, or the redemption price for, the Notes when it becomes due and payable at its maturity; or
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(iii)
|
certain events of bankruptcy, insolvency or reorganization affecting RCI shall occur.
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It will not be an “Event of Default” (and the right described below to accelerate the Maturity Date will not be available) in the case of a default in the performance of any other covenant of RCI in the Indenture
(although a legal action could be brought to enforce such covenant).
If an Event of Default (other than an Event of Default specified in clause (iii) above) has occurred and is continuing in respect of the Notes, then the Trustee may, in its discretion, and shall upon the request of
Holders of not less than 25% in aggregate principal amount of the Notes then outstanding, by written notice to RCI, declare the principal amount of the Notes to be due and payable immediately. If an Event of Default specified in clause (iii) above
has occurred and is continuing, then the principal amount of the Notes then outstanding will become immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of the Notes.
The Indenture will provide that RCI must deliver to the Trustee, within 15 days after RCI becomes aware of the occurrence thereof, written notice in the form of an officer’s certificate of any Event of Default and
any event which with the giving of notice or the lapse of time would become an Event of Default, its status and what action RCI is taking or proposes to take with respect thereto.
Additional Covenants
The Indenture will include covenants of RCI to (i) pay amounts due on the Notes when due; (ii) for so long as any Notes remain outstanding, maintain or cause the related security registrar or related Paying Agent, as
the case may be, to maintain, an office or agency where the Notes may be presented or surrendered for payment, where the Notes may be surrendered for registration of transfer or exchange; and (iii) deliver to the Trustee, within 120 days after the
end of each fiscal year, a certificate stating that (a) a review of the activities of RCI during such year and of performance under the Indenture has been made and (b) based on such review, RCI is in compliance with all of the conditions and
covenants under the Indenture.
Mergers, Consolidations and Sales of Assets
RCI may not amalgamate or consolidate with or merge with or into any other person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any person by liquidation,
winding-up or otherwise (subject to certain exceptions), unless, among other requirements:
(a) either RCI is the continuing entity or the successor entity (if other than RCI) assumes all of RCI’s obligations under the Notes and the successor to the amalgamation consolidation, merger or arrangement is
organized under the laws of Canada, or any Province or Territory thereof, the United States of America, or any State or the District of Columbia, and expressly assumes all of the obligations of RCI under Notes; and
(b) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and be continuing.
Upon any amalgamation, consolidation, or merger of RCI or any conveyance, transfer, lease or disposition of properties and assets of RCI substantially as an entirety, the successor to RCI will succeed to every right
and power of RCI under the Indenture, and, except in the case of a lease, RCI will be discharged of all obligations and covenants under the Indenture and the Notes.
Additional Amounts
All payments made by or on account of any obligation of RCI under or with respect to the Notes will be made free and clear of and without withholding or deduction for, or on account of, any present or future tax,
duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any authority
or agency therein or thereof having power to tax (hereinafter, “Canadian Taxes”), unless RCI is required to withhold or deduct Canadian Taxes by law or by the interpretation or administration thereof by the
relevant government authority or agency. If RCI is so required to withhold or deduct any amount for or on account of Canadian Taxes from any payment made under or with respect to the Notes, RCI will pay as additional interest such additional
amounts (hereinafter, “Additional Amounts”) as may be necessary so that the net amount received by each Holder (including Additional Amounts) after such withholding or deduction will not be less than the
amount the Holder would have received if such Canadian Taxes had not been withheld or deducted; provided, however, that no Additional Amounts will be payable with respect to a payment made to a Holder (hereinafter, an “Excluded Holder”) in respect of a beneficial owner (i) with which RCI does not deal at arm’s length (for purposes of the Tax Act) at the time of the making of such payment or which is entitled to the payment in respect of a debt or
other obligation to pay an amount to a person with which RCI does not deal at arm’s length (within the meaning of the Tax Act) at the time of making such payment, (ii) which is a “specified shareholder” of RCI, or which does not deal at arm’s
length (within the meaning of the Tax Act) with a “specified shareholder” of RCI as defined in Subsection 18(5) of the Tax Act, (iii) which is an entity in respect of which RCI is a “specified entity” within the meaning of subsection 18.4(1) of the
Tax Act, (iv) which is subject to such Canadian Taxes by reason of the legal nature of the Holder or beneficial owner disentitling such Holder or beneficial owner to the benefit of an applicable treaty if and to the extent that the application of
such treaty would have resulted in the reduction or elimination of any Canadian Taxes as to which Additional Amounts would have otherwise been payable to a Holder on behalf of such beneficial owner, (v) which is subject to such Canadian Taxes by
reason of the failure to timely comply with any certification, identification, information, documentation or other reporting requirement by a Holder or beneficial owner if compliance is required by law, regulation, administrative practice or an
applicable treaty as a precondition to exemption from, or a reduction in, the rate of deduction or withholding of, such Canadian Taxes or to provide such other information or documentation as may be reasonably requested by RCI to evidence the
entitlement of the Holder or beneficial owner to any reduction or elimination of such Canadian Taxes to which the Holder or beneficial owner is entitled, (vi) where all or any portion of the amount paid or credited to such Holder is deemed to be a
dividend pursuant to Subsection 214(16) of the Tax Act, (vii) which is subject to such Canadian Taxes by reason of the Holder or beneficial owner carrying on business in, maintaining a permanent establishment or other physical presence in or
otherwise being connected with Canada or any province or territory thereof otherwise than by the mere holding of the Notes or the receipt of payments thereunder, (viii) on account of any estate, inheritance, gift, sales, value added, excise,
transfer, use, personal property tax or similar tax, assessment or governmental charge, (ix) that is a fiduciary, partnership or any other entity other than the sole beneficial owner of such payment to the extent the Canadian Taxes giving rise to
such Additional Amounts would not have been imposed had the Holder been the beneficiary, partner or sole beneficial owner, as the case may be, of the payment, (x) on account of any Canadian Taxes (a) that are payable other than by deduction or
withholding from a payment of the principal of, or premium, if any, or interest on the Notes, (b) that would not have been imposed but for a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15
days after the payment becomes due or is duly provided for, whichever occurs later, (c) that are imposed as a result of the presentation of the Note for payment (where presentation is permitted or required for payment) more than 30 days after the
date on which such payment on such Note become due and payable or the date on which payment thereof is duly provided for, whichever is later or (d) that are required to be withheld by any paying agent from any payment of principal of or interest on
any Note, if such payment can be made without such withholding by at least one other paying agent, or (xi) any combination of (i) through (x). RCI will make such withholding or deduction and remit the full amount deducted or withheld to the
relevant authority as and when required under applicable law.
If a Holder has received a refund or credit for any Canadian Taxes with respect to which RCI has paid Additional Amounts, such Holder shall pay over such refund to RCI (but only to the extent of such Additional
Amounts), net of all out- of-pocket expenses of such Holder, together with any interest paid by the relevant tax authority in respect of such refund.
If Additional Amounts are required to be paid as a result of a Tax Event, RCI may elect to redeem the outstanding Notes. See “—Redemption on Tax Event or Rating Event” above.
Consent to Jurisdiction and Service
RCI will appoint CT Corporation System, 28 Liberty Street, New York, NY 10005, as its agent for service of process in any suit, action or proceeding with respect to the Indenture or the Notes and for actions brought
under federal or state securities laws brought in any federal or state court located in the Borough of Manhattan in The City of New York, and RCI will submit to the exclusive jurisdiction of such courts.
Governing Law
The Base Indenture is, and the Notes and the Supplemental Indenture will be, governed by and shall be construed in accordance with the laws of the State of New York.
Certain Definitions
The following definitions apply to the terms of the Notes.
“Affiliate” means, with respect to any specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with
such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Default” means, with respect to the Notes, any event that is, or after notice or passage of time or both would be, an Event of Default with respect to the Notes.
“DBRS” means DBRS Limited or any successor to the rating agency business thereof.
“Generally Accepted Accounting Principles” or “GAAP” means generally accepted accounting principles in effect in Canada, as established
by the Chartered Professional Accountants of Canada and as applied from time to time by RCI in the preparation of its consolidated financial statements.
“Issue Date” means , 2026.
“Moody’s” means Moody’s Investors Service, Inc. or any successor ratings agency.
“Paying Agent” means, in respect of the Notes, any Person authorized by RCI in or pursuant to the Indenture to pay the principal of (or premium, if any) or interest on the Notes
on behalf of RCI.
“Person” means any individual, corporation, unlimited liability company, limited liability company, partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision thereof.
“S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor rating agency.
“Tax Act” means the Income Tax Act (Canada), as amended, or successor statutes, and includes regulations promulgated thereunder.
“U.S. Government Obligations” means securities that are:
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(i)
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direct obligations of the United States of America for the payment of which its full faith and credit is pledged, or
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(ii)
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obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States
of America.
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General
The following discussion is a summary, as of the date hereof, of certain material U.S. federal income tax consequences of the acquisition, ownership and disposition of the Notes by a U.S. Holder (as defined below).
This discussion only applies to U.S. Holders who acquire the Notes for cash upon original issuance at their “issue price,” which will equal the first price at which a substantial amount of the Notes is sold for money (not including sales to bond
houses, brokers, or similar persons or organizations acting in the capacity of initial purchasers, placement agents or wholesalers). This discussion also assumes the U.S. Holders hold the Notes as capital assets for U.S. federal income tax purposes
(generally property held for investment).
This discussion does not purport to be a complete analysis of all potential tax consequences that may be relevant to a U.S. Holder in light of its particular circumstances. For example, this discussion does not
address:
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tax consequences to U.S. Holders who may be subject to special tax treatment, such as dealers in securities or currencies, traders in securities that elect to use the mark-to-market method of accounting for their securities, banks, thrifts
and other financial institutions, partnerships or other pass-through entities for U.S. federal income tax purposes (or investors in such entities), regulated investment companies, real estate investment trusts, persons who are required to
recognize income with respect to the Notes no later than when such income is taken into account in an applicable financial statement, U.S. expatriates, tax-exempt entities or insurance companies;
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tax consequences to U.S. Holders holding the Notes as part of a hedging, constructive sale or conversion, straddle or other risk-reducing transaction;
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tax consequences to U.S. Holders whose “functional currency” (as defined in the Code) is not the U.S. dollar;
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the U.S. federal estate, gift or alternative minimum tax consequences, if any, to U.S. Holders; or
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any state, local or non-U.S. tax consequences.
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This summary is based upon the U.S. Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, U.S. Treasury regulations issued thereunder (“Treasury Regulations”), and judicial and administrative interpretations thereof, each as in effect on the date hereof, and all of which are subject to change, possibly with retroactive effect, which may result in
U.S. federal income tax consequences different from those discussed below. No ruling from the U.S. Internal Revenue Service (“IRS”) has been or is expected to be sought with respect to the matters discussed
below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the purchase, ownership or disposition of the Notes or that any such position would not be sustained. If the IRS contests a conclusion
set forth herein, no assurance can be given that a U.S. Holder would ultimately prevail in a final determination by a court.
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of a Note who or that is, for U.S. federal income tax purposes:
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an individual who is a citizen or resident of the United States;
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a corporation, or any entity taxable as a corporation, that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
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an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
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any trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code) have the authority to control all substantial
decisions of the trust, or (ii) if a valid election is in place to treat the trust as a United States person.
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If any partnership or other entity or arrangement taxed as a partnership for U.S. federal income tax purposes holds the Notes, the tax treatment of a partner in such partnership will generally depend upon the status of
the partner and the activities of the partnership. Partnerships and other entities or arrangements taxed as partnerships for U.S. federal income tax purposes and persons holding Notes through such entities or arrangements should consult their tax
advisor regarding the tax consequences of the acquisition, ownership and disposition of the Notes.
The following discussion is for general information only and is not intended to be, nor should it be construed to be, legal or tax advice to any U.S. Holder or prospective U.S. Holder of the Notes and no opinion or
representation with respect to U.S. federal income tax consequences to any such U.S. Holder or prospective U.S. Holder is made. Prospective U.S. Holders of the Notes should consult their tax advisor regarding the tax consequences of holding Notes in
light of their particular circumstances, including the application of the U.S. federal income tax considerations discussed below, as well as the application of U.S. federal estate and gift tax laws and state, local, non-U.S. or other tax laws.
Treatment of the Notes as Indebtedness
The determination of whether an instrument is properly treated as indebtedness or equity for U.S. federal income tax purposes is based on all the relevant facts and circumstances. There is no statutory, judicial or
administrative authority directly addressing the U.S. federal income tax treatment of an instrument with terms similar to the Notes. As a result, the U.S. federal income tax treatment of the Notes is not clear. In the absence of authority directly
addressing the proper treatment of instruments such as the Notes, based on the facts and the terms of the Notes, we intend to treat the Notes as indebtedness for U.S. federal income tax purposes, and the remainder of this discussion assumes such
treatment. Moreover, we will not request any ruling from the IRS regarding the treatment of the Notes for U.S. federal income tax purposes, and the IRS or a court may conclude that the Notes should be treated as equity for U.S. federal income tax
purposes. If the IRS were to successfully challenge the treatment of the Notes as indebtedness, interest payments on the Notes would be treated for U.S. federal income tax purposes as dividends to the extent of our current or accumulated earnings and
profits. Prospective investors should consult their tax advisor as to the tax consequences that will arise if the Notes are not treated as indebtedness for U.S. federal income tax purposes.
Classification of the Notes
In certain circumstances, we may be obligated to pay amounts in excess of stated interest or principal on the Notes. Our obligation to pay such excess amounts may implicate the provisions of the Treasury Regulations
relating to “contingent payment debt instruments”. Under these regulations, however, one or more contingencies will not cause a debt instrument to be treated as a contingent payment debt instrument if, as of the issue date, such contingencies in the
aggregate are considered “remote” or “incidental”. We believe and intend to take the position that the contingencies on the Notes described above should not cause the contingent payment debt instrument rules of the Treasury Regulations to apply. Our
position is binding on a Holder, unless the Holder discloses in the proper manner to the IRS that it is taking a different position. However, we can give no assurance that our position would be sustained if challenged by the IRS. A successful
challenge of this position by the IRS could require a Holder subject to U.S. federal income taxation to accrue ordinary income at a rate that is higher than the stated interest rate and to treat any gain recognized on a sale or other taxable
disposition of a Note as ordinary income, rather than capital gain. The remainder of this discussion assumes that the Notes will not be considered contingent payment debt instruments for U.S. federal income tax purposes. Prospective investors are
urged to consult their own tax advisor regarding the potential application to the Notes of the contingent payment debt instrument Treasury regulations and the consequences thereof.
Payments of Stated Interest
In general, interest paid on the Notes (including any amounts withheld in respect of Canadian taxes and, without duplication, any Additional Amounts paid with respect thereto) should be taxable to you as ordinary
income when paid or accrued in accordance with your method of accounting for U.S. federal income tax purposes, except to the extent of any original issue discount (“OID”). If the Notes are issued with more than a de
minimis amount of OID under the applicable Treasury Regulations, you must include OID in your gross income for U.S. federal income tax purposes as it accrues using the constant yield method, regardless of your method of accounting and
irrespective of when you receive any payment attributable to such income. The Notes may be treated as being issued with OID (i) as a result of our ability to defer payments of interest from time to time, unless the likelihood of such deferral is
remote or (ii) if we in fact exercise our option to defer payments of interest.
Based on the relevant facts and circumstances, we do not intend to treat the Notes as issued with OID, including by reason of our ability to defer payments of interest. Our position, however, is not binding on the IRS.
The calculation of the amount of such accruals may be complex, and you should therefore consult your tax advisor regarding the tax consequences if the IRS takes a contrary position. The remainder of this discussion assumes the Notes will not be
treated as issued with OID.
Sale, Exchange, Redemption, Retirement or Other Taxable Disposition of the Notes
Upon the sale, exchange, redemption, retirement or other taxable disposition of a Note, a U.S. Holder will recognize gain or loss in an amount equal to the difference between the amount realized on the disposition and
such U.S. Holder’s adjusted tax basis in the Note. A U.S. Holder’s amount realized will equal the amount of any cash received plus the fair market value of any other property received for the Notes. The amount realized will not include any amount
attributable to accrued but unpaid interest, which will be taxable as ordinary interest income if not previously included in income. A U.S. Holder’s adjusted tax basis in a Note generally will equal the amount that the U.S. Holder paid for the Note.
Gain or loss recognized upon the sale, exchange, redemption, retirement or other taxable disposition of a Note by a U.S. Holder generally will be capital gain or loss and will be long-term capital gain or loss if at
the time of the sale, exchange, redemption, retirement or other taxable disposition the Note has been held by such U.S. Holder for more than one year. Long-term capital gain realized by a non-corporate U.S. Holder generally will be subject to
taxation at a reduced rate. The deductibility of capital losses is subject to limitation.
Foreign Tax Credit
Interest income (including any Additional Amounts) on a Note generally will constitute foreign source income and generally will be considered “passive category income,” while gain or loss recognized upon a sale,
exchange, redemption, retirement or other taxable disposition of a Note generally will constitute U.S. source gain or loss, in computing the foreign tax credit allowable to U.S. Holders under U.S. federal income tax laws. The calculation of foreign
tax credits involves the application of complex rules that depend on a U.S. Holder’s particular circumstances. U.S. Holders should consult their tax advisor regarding the availability of foreign tax credits.
Additional Tax on Investment Income
Certain U.S. Holders who are individuals, estates or trusts will be subject to an additional 3.8% tax on the lesser of (1) their “net investment income” (in the case of individuals) or on undistributed “net investment
income” (in the case of estates and trusts) and (2) the excess, if any, of the modified adjusted gross income for the taxable year over a certain threshold amount. Among other items, “net investment income” would generally include gross income from
interest and certain gain from the disposition of property, such as the Notes, less certain deductions. U.S. Holders should consult their own tax advisor regarding the effect, if any, of the tax described above on their ownership and disposition of
the Notes.
Certain Information Reporting Requirements with Respect to Foreign Financial Assets
Certain U.S. Holders that hold “specified foreign financial assets” (which may include a Note) may be required to file IRS Form 8938 (Statement of Specified Foreign Financial Assets) to report information relating to
an interest in such specified foreign financial assets. Penalties may apply for failure to properly complete and file IRS Form 8938. U.S. Holders should consult their tax advisor regarding the information reporting requirements relating to their
ownership of the Notes.
Backup Withholding and Related Information Reporting Requirements
In general, payments of interest and the proceeds from the sale, exchange, redemption, retirement, or other taxable disposition of the Notes held by a U.S. Holder may be required to be reported to the IRS unless the
U.S. Holder is an exempt recipient and, when required, demonstrates this fact. In addition, a U.S. Holder that is not an exempt recipient may be subject to backup withholding unless it provides a taxpayer identification number and otherwise complies
with applicable certification requirements.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisor regarding the application of backup withholding, the availability of an exemption from backup
withholding and the procedure for obtaining such an exemption, if available.
The following is a summary of the principal Canadian federal income tax considerations generally applicable to a Holder of Notes who acquires such notes and is entitled to all payments thereunder, as a beneficial
owner, pursuant to this prospectus supplement and who, at all relevant times, for purposes of the Tax Act (i) is not, and is not deemed to be, a resident of Canada, (ii) is not a “specified shareholder” of RCI (for purposes of the thin capitalization
rules in the Tax Act) and is not a person that does not deal at arm’s length with a “specified shareholder” (within the meaning of subsection 18(5) of the Tax Act) of RCI, (ii) is not an entity in respect of which RCI is a “specified entity” as
defined in subsection 18.4(1) of the Tax Act with respect to “hybrid mismatch arrangements” (iii) deals at arm’s length with RCI and with any transferee resident, or deemed to be resident, in Canada to whom the Holder disposes of Notes, and (iv) does
not use or hold, and is not deemed to use or hold, the Notes in a business carried on in Canada (a “Non-Canadian Holder”). Special rules, which are not discussed in this summary, may apply to a Holder of Notes that is an authorized foreign bank or an
insurer that carries on an insurance business in Canada and elsewhere. Such Holders should consult their own tax advisors. This summary assumes that no amount paid or payable (i) on the Notes will be in respect of a debt or other obligation to pay an
amount to a person with whom RCI does not deal at arm’s length for purposes of the Tax Act and (ii) to a Non-Canadian Holder will be the deduction component of a “hybrid mismatch arrangement” under which payment arises within the meaning of paragraph
18.4(3)(b) of the Tax Act.
This summary is based upon the provisions of the Tax Act in force on the date hereof and the regulations thereunder (the “Regulations”), all specific proposals to amend the Tax Act and the Regulations publicly
announced prior to the date hereof by or on behalf of the Minister of Finance (Canada) (the “Proposed Amendments”) and an understanding of the current administrative policy and assessing practices of the Canada Revenue Agency published in writing
prior to the date of this prospectus supplement. This summary does not otherwise take into account or anticipate any other changes in law or administrative policy or assessing practice, whether by legislative, regulatory, governmental or judicial
decision or action, nor does it take into account provincial, territorial or foreign income tax considerations which may differ from the Canadian federal income tax considerations described herein. No assurance can be given that the Proposed
Amendments will be enacted as proposed or at all.
This summary is not exhaustive of all Canadian federal income tax considerations that may be relevant to a particular Holder of the Notes. This summary is of a general nature only and is not, and should not be
construed to be, legal or tax advice to a particular Holder of Notes, and no representation with respect to the income tax consequences to any particular Holder is made. Accordingly, prospective purchasers of Notes should consult with their own tax
advisors for advice regarding the income tax considerations applicable to their particular circumstances.
No withholding tax will apply under the Tax Act to interest, principal or premium, if any, paid or credited to a Non-Canadian Holder on a Note or to proceeds received by a Non-Canadian Holder on the disposition of a
note, including on a redemption, payment on maturity, repurchase or purchase for cancelation.
No other tax on income (including taxable capital gains) will be payable under the Tax Act by a Non-Canadian Holder of a Note on interest, principal or premium, if any, or on proceeds received by a Non-Canadian Holder
on the disposition of a Note, including on a redemption, payment on maturity, repurchase or purchase for cancelation.
BofA Securities, Inc., Citigroup Global Markets Inc., RBC Capital Markets, LLC and Scotia Capital (USA) Inc. are acting as representatives of the underwriters named below.
Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus supplement, each underwriter named below has agreed to purchase, and we have agreed to sell to that
underwriter, the principal amount of Notes set forth opposite the underwriter’s name.
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Underwriters
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Principal Amount
of the Notes
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|
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BofA Securities, Inc.
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US$
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|
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Citigroup Global Markets Inc.
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US$
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RBC Capital Markets, LLC
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US$
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|
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Scotia Capital (USA) Inc.
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US$
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Total
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US$
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The underwriting agreement provides that the obligations of the underwriters to purchase the Notes included in this offering may be terminated at the discretion of the representatives of the underwriters if, among
other things, there is a material adverse change in the financial markets which makes it impracticable to proceed with the offering and are also subject to approval of legal matters by counsel and to other conditions. The underwriters are, however,
obligated to purchase all of the Notes if they purchase any of the Notes under the underwriting agreement. The underwriters propose to offer some of the Notes directly to the public at the public offering price set forth on the cover page of this
prospectus supplement and some of the Notes to dealers at the public offering price less a concession not to exceed %. The underwriters may allow, and dealers may reallow a concession not to exceed % on sales to other dealers with respect to the
Notes. The offering price and the other terms of the Notes have been determined by negotiation between us and the underwriters.
The following table shows the underwriting commission that we are to pay to the underwriters in connection with this offering (expressed as a percentage of the principal amount of the Notes).
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Paid by RCI
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Per Note
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%
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After the underwriters have made a reasonable effort to sell all of the Notes at the initial offering price, the concession allowed and the offering price of the Notes may be changed (but not in excess of the initial
offering price) and the compensation realized by the underwriters will change accordingly.
In connection with this offering, the representatives, on behalf of the underwriters, may, subject to applicable laws, bid for, purchase or sell Notes in the open market. These transactions may include over-allotment,
syndicate covering transactions and stabilizing transactions. Over-allotment involves syndicate sales of the Notes in excess of the principal amount of the Notes to be purchased by the underwriters in this offering, which creates a syndicate short
position. Syndicate covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover syndicate short positions. Stabilizing transactions consist of certain bids or purchases of the
Notes made for the purpose of preventing or retarding a decline in the market price of the Notes while the offering is in progress.
The underwriters also may impose a penalty bid. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the representatives, in covering syndicate short positions or making stabilizing purchases,
repurchase Notes originally sold by that syndicate member.
Any of these activities may have the effect of preventing or retarding a decline in the market price of the Notes. They may also cause the price of the Notes to be higher than the price that otherwise would exist in
the open market in the absence of these transactions. The underwriters may conduct these transactions in the over-the-counter market or otherwise. Neither we nor any of the underwriters makes any representation or prediction as to the direction or
magnitude of any effect that such transactions may have on the price of the Notes. In addition, if the underwriters commence any of these transactions, they may discontinue them at any time without notice.
We estimate that our total expenses for this offering will be approximately US$ (not including the underwriting commission).
The underwriters have performed and may in the future perform investment and commercial banking and advisory services for us from time to time for which they have received or may in the future receive customary fees
and expenses.
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. If any of the
underwriters or their affiliates have a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters or their affiliates may hedge, their credit exposure to us consistent
with their customary risk management policies. Typically, these underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions
in our securities, including potentially the Notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the Notes offered hereby. The underwriters and their affiliates may also make
investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and
instruments.
We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments the underwriters may be required to make
because of any of those liabilities.
The offer and sale of the Notes to any person or company outside of Canada is not subject to the prospectus requirements under applicable Canadian securities laws. The Notes offered hereby have not been qualified for
distribution by prospectus under the securities laws of any province or territory of Canada and are not being offered in Canada or to any resident of Canada. Each underwriter has agreed that it will not, directly or indirectly, offer, sell or deliver
any Notes purchased by it in Canada or to residents of Canada and that any selling agreement or similar agreement with respect to the Notes will require each dealer or other party thereto to make an agreement to the same effect.
We expect that delivery of the Notes will be made against payment therefor on or about the closing date specified on the cover page of this prospectus supplement, which will be the business day following the
date of pricing of the Notes (this settlement cycle being referred to as “T+ ”). Pursuant to 15c6-l under the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade
expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the date that is one business day preceding the settlement date will be required, by virtue of the fact that the Notes initially will settle in T+ , to specify
an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes prior to the date that is one business day preceding the settlement date should consult their
advisers.
Selling Restrictions
Notice to Prospective Investors in the European Economic Area
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as
amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as
amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Notice to Prospective Investors in the United Kingdom
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail
investor means a person who is neither:
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a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); nor
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| (ii) |
a qualified investor as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024.
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Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (the “U.K. PRIIPs Regulation”) which applies up to
and including April 5, 2026, or disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) which will apply from and including April 6, 2026, for offering or selling the Notes or otherwise making them available to
retail investors in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful under the U.K. PRIIPs Regulation or DISC and the
Consumer Composite Investments (Designated Activities) Regulations 2024, as applicable.
Each underwriter has represented and agreed that:
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it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and
Markets Act 2000, as amended (the “FSMA”)) received by it in connection with the issue or sale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to us; and
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it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
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Notice to Prospective Investors in Hong Kong
The contents of this prospectus supplement and the accompanying prospectus have not been reviewed or approved by any regulatory authority in Hong Kong. This prospectus supplement and the accompanying prospectus do not
constitute an offer or invitation to the public in Hong Kong to acquire the Notes. Accordingly, no person may issue or have in its possession for the purpose of issue, this prospectus supplement, the accompanying prospectus or any advertisement,
invitation or document relating to the Notes which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong, except (i) where the Notes are only intended to be offered to “professional investors” (as such
term is defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“SFO”) and the subsidiary legislation made thereunder), (ii) in circumstances which do not result in this prospectus supplement or the accompanying
prospectus being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap. 32 of the Laws of Hong Kong) (“CO”), or (iii) in circumstances which do not constitute an offer or an invitation to the
public for the purposes of the SFO or the CO. The offer of the Notes is personal to the person to whom this prospectus supplement and the accompanying prospectus have been delivered, and a subscription for the Notes will only be accepted from such
person. No person to whom a copy of this prospectus supplement or the accompanying prospectus is issued may copy, issue or distribute this prospectus supplement or the accompanying prospectus to any other person. You are advised to exercise caution
in relation to the offer. If you are in any doubt about the contents of this prospectus supplement or the accompanying prospectus, you should obtain independent professional advice.
Notice to Prospective Investors in Japan
The Notes offered hereby have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The Notes have not been offered or sold and will not be offered or sold, directly or
indirectly, in Japan or to, or for the account or benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for
re-offering or resale, directly or indirectly, in Japan or to or for the account or benefit of a resident of Japan, except (i) pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments
and Exchange Law and (ii) in compliance with any other applicable laws, regulations and ministerial guidelines of Japan.
Notice to Prospective Investors in Singapore
Each underwriter has acknowledged that this prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each underwriter has represented, warranted and
agreed, that it has not offered or sold the Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell the Notes or cause the Notes to be made the subject of an invitation for
subscription or purchase, and have not circulated or distributed, nor will they circulate or distribute, this prospectus supplement or any other document or material in connection with the offer or sale, or invitation for subscription or purchase,
of the Notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the
“SFA”)) pursuant to Section 274 of the SFA, or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.
Singapore Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, the Company has determined, and hereby notifies all
relevant persons (as defined in Section 309A of the SFA) that the notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Notice to Prospective Investors in Switzerland
This prospectus supplement and the accompanying prospectus are not intended to constitute an offer or solicitation to purchase or invest in the Notes. The Notes may not be publicly offered, directly or indirectly, in Switzerland within the
meaning of the Swiss Financial Services Act (the “FinSA”) and no application has or will be made to admit the Notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this prospectus supplement nor
the accompanying prospectus nor any other offering or marketing material relating to the Notes constitutes a prospectus pursuant to the FinSA, and neither this prospectus supplement nor the accompanying prospectus nor any other offering or
marketing material relating to the Notes may be publicly distributed or otherwise made publicly available in Switzerland.
Notice to Prospective Investors in Taiwan
The Notes have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan and/or any other regulatory authority of Taiwan pursuant to relevant securities laws and
regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which could constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that
requires a registration, filing or approval of the Financial Supervisory Commission of Taiwan and/or other regulatory authority of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the Notes in Taiwan.
Notice to Prospective Investors in the United Arab Emirates
The Notes have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai International Financial Centre) other than in compliance with the laws of the
United Arab Emirates (and the Dubai International Financial Centre) governing the issue, offering and sale of securities. Further, this prospectus supplement and the accompanying prospectus do not constitute a public offer of securities in the United
Arab Emirates (including the Dubai International Financial Centre) and are not intended to be a public offer. The prospectus supplement and the accompanying prospectus have not been approved by or filed with the Central Bank of the United Arab
Emirates, the Securities and Commodities Authority or the Dubai Financial Services Authority.
Certain legal matters in connection with this offering of the Notes will be passed upon on our behalf by Davies Ward Phillips & Vineberg LLP, our Canadian counsel, and Cravath, Swaine & Moore LLP, our U.S.
counsel. Certain legal matters will be passed upon for the underwriters by McCarthy Tétrault LLP, the underwriters’ Canadian counsel, and Skadden, Arps, Slate, Meagher & Flom LLP, the underwriters’ U.S. counsel. As of the date of this prospectus
supplement, the respective partners and associates of each of Davies Ward Phillips & Vineberg LLP and McCarthy Tétrault LLP own beneficially, directly or indirectly, less than 1% of our outstanding securities of any class and less than 1% of the
outstanding securities of any class of our associates or affiliates.
KPMG LLP are the auditors of RCI and have confirmed that they are independent with respect to RCI within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in
Canada and any applicable legislation or regulation, and that they are independent accountants with respect to RCI under all relevant U.S. professional and regulatory standards.
S-35
SHORT FORM BASE SHELF PROSPECTUS
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New Issue
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March 17, 2026
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ROGERS COMMUNICATIONS INC.
US$4,000,000,000
Debt Securities
Debt Securities
Preferred Shares
We may offer from time to time, during the 25-month period that this prospectus, including any amendments hereto, remains valid, debt securities or preferred shares (collectively, “securities”)
in an aggregate amount not to exceed US$4,000,000,000 (or its equivalent in any other currency used to denominate the debt securities at the time of offering). The debt securities may consist of debentures, notes or other types of debt and may be
issuable in one or more series. The basis for calculating the dollar value of debt securities distributed under this prospectus will be the aggregate principal amount of debt securities that we issue except in the case of any debt securities that
are issued at an original issue discount, the dollar value of which will be calculated on the basis of the gross proceeds that we receive.
The securities may be offered separately or together, in amounts, at prices and on terms to be determined based on market conditions and other factors. We will provide the specific terms of any
securities we offer in one or more prospectus supplements which will accompany this prospectus. You should read this prospectus and any applicable prospectus supplement carefully before you invest. This prospectus may not be used to offer
securities unless accompanied by a prospectus supplement.
We may sell securities to or through underwriters or dealers purchasing as principals, and may also sell securities to one or more purchasers directly or through agents. The prospectus supplement
relating to a particular issue of securities will identify each underwriter, dealer or agent engaged by us in connection with the offering and sale of that issue, and will set forth the terms of the offering of such issue, including, to the
extent applicable, the proceeds to be received by us and any compensation payable to underwriters, dealers or agents. See “Plan of Distribution”.
This offering is made by a foreign issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to
prepare this prospectus in accordance with the disclosure requirements of its home country. Prospective investors should be aware that such requirements are different from those of the United States. The financial statements included or
incorporated herein, if any, have been prepared in accordance with foreign generally accepted accounting principles, and may be subject to foreign auditing and auditor independence
standards, and thus may not be comparable to financial statements of United States companies.
Prospective investors should be aware that the acquisition of the securities described herein may have tax consequences both in the United States and in the
home country of the Registrants. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein.
The enforcement by investors of civil liabilities under the federal securities laws may be affected adversely by the fact that the Registrants are incorporated
or organized under the laws of a foreign country, that some or all of their officers and directors may be residents of a foreign country, that some or all of the underwriters or experts named in the registration statement may be residents of a
foreign country, and that all or a substantial portion of the assets of the Registrants and said persons may be located outside the United States.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The securities offered hereby have not been qualified for sale under the securities laws of any province or territory of Canada. The securities offered hereby will not be offered
or sold, directly or indirectly, in Canada or to any resident of Canada except, to the extent provided in the prospectus supplement relating to a particular issue of securities, pursuant to an exemption from the prospectus requirements under
applicable Canadian securities laws.
Unless otherwise specified in the applicable prospectus supplement, each issue of securities will be a new issue of securities with no established trading market. There is currently no market through which the securities may be sold and purchasers may not be able to resell the securities purchased under this prospectus. This may affect the pricing of the securities in the secondary
market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation.
The securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, securities may be offered at
market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices to be negotiated with purchasers. The price at which the securities will be offered and sold may vary from purchaser to purchaser and
during the distribution period.
Our head office is located at 333 Bloor Street East, 10th Floor, Toronto, Ontario, M4W 1G9 and our registered office is located at 550 Burrard Street, Suite 2900, Vancouver, British Columbia, V6C
0A3.
You should rely only on the information contained in or incorporated by reference in this prospectus or any applicable prospectus supplement and on other information included
in the registration statement of which this prospectus forms a part. References to this “prospectus” include documents incorporated by reference herein. We have not authorized anyone to provide you with information that is different. We are not
making an offer of these securities in any jurisdiction where the offer is not permitted by law.
Except as set forth under “Description of Debt Securities” and “Description of Preferred Shares as a Class”, or unless the context otherwise requires, in this prospectus (excluding the documents
incorporated by reference herein) the terms “Company”, “we”, “us”, “our” and “Rogers” refer to Rogers Communications Inc. and its subsidiaries, the term “RCI” refers to Rogers Communications Inc. and not any of its subsidiaries, references to
“Cdn$” and “$” are to Canadian dollars, and references to “U.S. dollars” or “US$” are to United States dollars.
All information permitted under applicable laws to be omitted from this prospectus will be contained in one or more prospectus supplements that will be delivered to purchasers together with this
prospectus. Each prospectus supplement will be incorporated by reference in this prospectus for the purposes of securities legislation as of the date of the prospectus supplement and only for the purposes of the distribution of those securities
to which the prospectus supplement pertains. We have filed an undertaking with the Ontario Securities Commission that we will not distribute, under this prospectus, specified derivatives or asset-backed securities that, at the time of
distribution, are novel without pre-clearing with the Ontario Securities Commission the disclosure to be contained in the prospectus supplement pertaining to the distribution of such securities.
Our consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and are
stated in Canadian dollars.
The following documents filed by us with the Ontario Securities Commission under the Securities Act (Ontario) and
filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC” or the “Commission”) by us under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), are
specifically incorporated by reference in, and form an integral part of, this prospectus (except that any description of our credit ratings in any of the following documents shall not be incorporated by reference in this prospectus or any
prospectus supplement):
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our annual information form for the year ended December 31, 2025, dated March 6, 2026 (the “Annual Information Form”);
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our audited consolidated financial statements as at and for the years ended December 31, 2025 and 2024 (the “Annual Financial
Statements”), together with the report of the auditors thereon, and management’s discussion and analysis in respect of those statements (the “Annual MD&A”); and
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Any documents of the types required to be incorporated by reference in a short form prospectus pursuant to Section 11.1 of National Instrument 44-101F1 — Short
Form Prospectus (“NI 44-101F1”), including any documents of the types referred to above (excluding confidential material change reports), filed by us with the Ontario Securities Commission after the date of this prospectus and prior to
25 months from the date hereof, shall be deemed to be incorporated by reference in this prospectus (except that any description of our credit ratings in any such document or report shall not be deemed to be incorporated by reference in this
prospectus or any prospectus supplement). In addition, any such documents which are filed with or furnished to the SEC by using our periodic reports on Form 6-K or annual report on Form 40-F (or any
respective successor form) after the date of this prospectus shall be deemed to be incorporated by reference in this prospectus and the registration statement of which this prospectus forms a part if and to the extent expressly provided in such
report.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this
prospectus to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein, modifies or supersedes that statement. The modifying or superseding
statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an
admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to
make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this prospectus except as so modified or superseded.
Upon a new annual information form and the related annual audited comparative financial statements and accompanying management’s discussion and analysis being filed with and, where required,
accepted by, the Ontario Securities Commission during the term of this prospectus, the previous annual information form, the previous annual audited comparative financial statements and accompanying management’s discussion and analysis and all
interim financial statements and accompanying management’s discussion and analysis, material change reports, information circulars and business acquisition reports (to the extent the business acquisition report is incorporated by reference in
such new annual information form or is not otherwise required to be incorporated by reference in a short form prospectus pursuant to Section 11.1 of NI 44-101F1) filed prior to the commencement of the then current fiscal year will be deemed no
longer to be incorporated into this prospectus for purposes of future offers and sales of securities hereunder. Upon an interim financial statement and accompanying management’s discussion and analysis being filed by us with and, where required,
accepted by, the Ontario Securities Commission during the term of this prospectus, all interim financial statements and accompanying management’s discussion and analysis filed prior to the new interim financial statement shall be deemed no longer
to be incorporated in this prospectus for purposes of future offers and sales of securities hereunder.
A prospectus supplement containing the specific terms of an offering of the securities and, if applicable, updated disclosure of earnings coverage ratios will be delivered to purchasers of such
securities together with this prospectus and will be deemed to be incorporated into this prospectus as of the date of such prospectus supplement but only for purposes of the offering of securities covered by that prospectus supplement.
Information has been incorporated by reference in this prospectus from documents filed with the Ontario Securities Commission. Copies of the documents
incorporated herein by reference may be obtained on request without charge from our Secretary at 333 Bloor Street East, 10th Floor, Toronto, Ontario, M4W 1G9, Tel: 416-935-7777. Documents that we have filed with the Ontario Securities Commission
may also be obtained over the Internet at the Canadian Securities Administrators’ website at sedarplus.ca.
We have filed with the SEC under the U.S. Securities Act a registration statement on Form F-10 relating to the securities. This prospectus, which forms a part of the registration statement, does
not contain all of the information contained in the registration statement, including the exhibits filed therewith, to which reference is made for further information.
In addition to our continuous disclosure obligations under the securities laws of the provinces of Canada, we are subject to the informational requirements of the Exchange Act, and, in accordance therewith, file and furnish reports and other information with or to the SEC. Our recent SEC filings may be obtained over the Internet at the SEC’s website at sec.gov. Copies of
reports and other information concerning us may also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
This prospectus (including certain documents incorporated by reference herein) includes “forward-looking information”, within the meaning of applicable Canadian securities laws, and “forward-looking statements”,
within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively referred to herein as “forward-looking information” or “forward-looking statements”), and assumptions about, among other things, our business,
operations, and financial performance and condition. This forward-looking information and these assumptions include, but are not limited to, statements about our objectives and strategies to achieve those objectives, and about our beliefs,
plans, expectations, anticipations, estimates, or intentions. This forward-looking information also includes, but is not limited to, conclusions, forecasts, and projections related to the following items, among others: revenue, total service
revenue, adjusted EBITDA, capital expenditures, cash income tax payments, free cash flow, dividend payments, the growth of new products and services, expected growth in subscribers and the services to which they subscribe, the cost of acquiring
and retaining subscribers and deployment of new services, continued cost reductions and efficiency improvements, our debt leverage ratio and how we intend to manage that ratio, the value of our sports and other media assets, our intent to acquire
the non-controlling interest in Maple Leaf Sports & Entertainment Inc. (“MLSE”), including the timing of any such acquisition, unlocking additional value from our sports and other media assets, including any monetization that may be
implemented for that purpose and the related timing, and all other statements that are not historical facts.
Statements containing forward-looking information typically include words like “could”, “expect”, “may”, “anticipate”, “assume”, “believe”, “intend”, “estimate”, “plan”, “project”, “guidance”, “outlook”, “target” and
similar expressions, although not all statements containing forward-looking information include such words. Statements containing forward-looking information include conclusions, forecasts, and projections that are based on our current
objectives and strategies and on estimates, expectations, assumptions, and other factors, that we believe to have been reasonable at the time they were applied but may prove to be incorrect, and the following factors, among others: general
economic and industry conditions, including the effects of inflation, currency exchange rates and interest rates, product pricing levels and competitive intensity, subscriber growth, pricing, usage and churn rates, changes in government
regulation, technology and network deployment, availability of devices, timing of new product launches, content and equipment costs, the integration of acquisitions, and industry structure and stability. Except as otherwise indicated,
forward-looking information in this prospectus (including the documents incorporated by reference herein) does not reflect the potential impact of any non-recurring or other special items or of any dispositions, monetization events, mergers,
acquisitions, other business combinations, or other transactions that may be considered or announced or may occur after the date on which the statement containing the forward-looking information is made.
We caution that all forward-looking information, including any statement regarding our current objectives, strategies and intentions and any factor, assumption, estimate or expectation underlying
the forward-looking information, is inherently subject to change and uncertainty. Actual events and results may differ materially from what is expressed or implied by forward-looking information as a result of risks, uncertainties, and other
factors, many of which are beyond our control or our current expectations or knowledge, including, but not limited to, the risks and uncertainties relating to or resulting from the following:
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regulatory changes;
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technological changes;
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economic, geopolitical and other conditions affecting commercial activity, including the potential application of tariffs, trade wars, recessions, or reduced immigration levels;
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unanticipated changes in content or equipment costs;
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changing conditions in the entertainment, information, and communications industries;
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performance of our sports teams, including uncertainty as to their participation or success in their respective postseasons;
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sports-related work stoppages or cancellations and labor disputes;
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the integration of acquisitions;
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litigation and tax matters;
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the level of competitive intensity;
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the emergence of new opportunities;
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external threats, such as epidemics, pandemics, and other public health crises, natural disasters, the effects of climate change, or cyberattacks, among others;
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we may not proceed with, or complete, any acquisition of the MLSE non-controlling interest or other transaction for the purpose of unlocking additional value from our sports and other media assets, in each case within the anticipated
timing or at all, due to alternative opportunities or requirements, general economic and market conditions, or other internal or external considerations;
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we may not be successful in unlocking additional value from our sports and other media assets;
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anticipated asset sales may not be achieved within the expected timeframes or at all for proceeds in the amount or type expected;
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new interpretations or accounting standards, or changes to existing interpretations and accounting standards, from accounting standards bodies;
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changes to the methodology, criteria, or conclusions used by rating agencies in assessing or assigning equity treatment or equity credit on our subordinated notes or for the network transaction; and
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the other risks outlined in “Risks and Uncertainties Affecting our Business” in our Annual MD&A.
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These risks, uncertainties and other factors can also affect our objectives, strategies, plans, and intentions. Many of these risks, uncertainties and other factors are beyond our control or our
current expectations or knowledge. Should one or more of these risks, uncertainties, or other factors materialize, our objectives, strategies, plans, or intentions change, or any other factors or assumptions underlying the forward-looking
information prove incorrect, our actual results and our plans could vary materially from what we currently foresee. Accordingly, we warn investors to exercise caution when considering statements containing forward-looking information and caution
them that it would be unreasonable to rely on such statements as creating legal rights regarding our future results or plans. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing
forward-looking information or the factors or assumptions underlying them, whether as a result of new information, future events, or otherwise, except as required by law. All of the forward-looking information in this prospectus is qualified by
the cautionary statements herein. Before making any investment decision in respect of the securities and for a detailed discussion of the risks, uncertainties and environment associated with our business, its operations and its financial
performance and condition, fully review the disclosure incorporated by reference in and included in this prospectus, including the risks referenced under “Risk Factors”.
We are a leading diversified Canadian communications and entertainment company. We are Canada’s largest provider of wireless communications services and one of Canada’s leading providers of
high-speed Internet, cable television and phone services. Through Rogers Media, we are engaged in sports media and entertainment, television and radio broadcasting, specialty channels, multi-platform shopping and digital media.
There have been no material changes in our share and loan capital, on a consolidated basis, since December 31, 2025 to the date of this prospectus, except as described in this prospectus and the
documents incorporated by reference in this prospectus (including subsequent documents incorporated by reference in this prospectus).
USE OF PROCEEDS
Any net proceeds that we expect to receive from the sale of securities will be set forth in a prospectus supplement. Unless otherwise specified in the applicable prospectus supplement, the net
proceeds from a sale of securities will be used for any one or more of debt repayment, working capital, acquisitions or other general corporate purposes. We may, from time to time, incur additional debt other than through the issue of securities
pursuant to this prospectus.
We may offer and sell the securities, separately or together, for cash or other consideration, to or through one or more underwriters or dealers purchasing as principals, and also may offer and
sell securities to one or more purchasers directly or through agents. The distribution of securities may be effected from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed
price basis, the securities may be offered at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices to be negotiated with purchasers. The price at which securities will be offered and sold
may vary from purchaser to purchaser and during the distribution period.
The prospectus supplement with respect to any securities being offered will set forth the terms of the offering of those securities, which may include:
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the name or names of any underwriters, dealers or other placement agents,
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the purchase price of, and form of consideration for, those securities and the proceeds to us from such sale,
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any delayed delivery arrangements,
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any underwriting discounts or commissions and other items constituting underwriters’ compensation,
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any offering price (or the manner of determination thereof if offered on a non-fixed price basis),
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any discounts, commissions or concessions allowed or reallowed or paid to dealers, and
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any securities exchanges on which those securities may be listed.
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Only the underwriters named in a prospectus supplement are deemed to be underwriters in connection with securities offered by that prospectus supplement.
If so indicated in the applicable prospectus supplement, we may authorize dealers or other persons acting as our agents to solicit offers by certain institutions to purchase the offered
securities directly from us pursuant to contracts providing for payment and delivery on a future date. These contracts will be subject only to the conditions set forth in the applicable prospectus supplement which will also set forth the
commission payable for solicitation of these contracts.
The securities offered hereby have not been qualified for sale under the securities laws of any province or territory of Canada. The securities offered hereby will not be offered
or sold, directly or indirectly, in Canada or to any resident of Canada except, to the extent provided in the prospectus supplement relating to a particular issue of securities, pursuant to an exemption from the prospectus requirements under
applicable Canadian securities laws.
Under agreements that may be entered into by us, underwriters, dealers and agents who participate in the distribution of securities may be entitled to indemnification by us against certain
liabilities, including liabilities under the U.S. Securities Act, or to contributions with respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. The underwriters, dealers and agents with whom
we enter into agreements may be customers of, engage in transactions with or perform services for us in the ordinary course of business.
We may offer unsecured general obligations or secured obligations, which may be senior (the “senior debt securities”) or subordinated (the “subordinated debt securities”). The senior debt
securities and the subordinated debt securities are together referred to in this prospectus as the “debt securities”. Unless otherwise provided in a prospectus supplement, the senior debt securities will have the same rank as all our other
unsubordinated debt. The subordinated debt securities may be senior or junior to, or rank pari passu with, our other subordinated obligations and will be entitled to payment only after payment on our
unsubordinated indebtedness.
The following description sets forth certain general terms of the debt securities. The particular terms of a series of debt securities offered by any prospectus supplement and the extent, if any,
to which such general terms may apply to those debt securities will be described in the applicable prospectus supplement. Accordingly, for a description of the terms of a particular issue of debt securities, reference must be made to both the
applicable prospectus supplement and to the following description. Prospective investors should rely on information in the applicable prospectus supplement if it is different from the following information. In this description, the words “we”,
“us”, “our”, “RCI” and “Rogers Communications Inc.” refer to Rogers Communications Inc. (or its successors, if any) and not any of its subsidiaries.
When we refer to the “indenture” in this prospectus in respect of a particular series of debt securities, we are referring to the indenture under which the debt securities are issued, as
supplemented by the supplemental indenture applicable to such series. The indenture under which any debt securities will be issued will be described in the applicable prospectus supplement. When we issue a series of debt securities, the terms and
provisions that are particular to those securities will be set forth in the relevant indenture. The debt securities will be issued under (i) the indenture, dated August 6, 2008, between Rogers Communications Inc. and The Bank of New York Mellon,
as trustee, which has been filed as an exhibit to the registration statement of which this prospectus forms a part and on SEDAR+ or (ii) an indenture dated as of February 12, 2025, between Rogers Communications Inc. and The Bank of New York
Mellon, as trustee, which has been filed as an exhibit to the registration statement of which this prospectus forms a part and on SEDAR+ (each such indenture, a “base indenture” and collectively, the “base indentures”). Each base indenture has
been filed as an exhibit to the registration statement of which this prospectus forms a part.
The following summary is of certain provisions of the base indentures and certain general features of the debt securities. This summary does not purport to be complete and is subject to, and is
qualified in its entirety by reference to, all the provisions of the base indentures and the applicable provisions of the United States Trust Indenture Act of 1939, as amended.
General
The base indentures do not limit the amount of debt securities that may be issued. The debt securities may be issued in one or more series as may be authorized from time to time. The particular
terms of any series of debt securities will be established at the time of issuance and will be described in the applicable prospectus supplement. These terms may include, but are not limited to, any of the following where applicable:
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the title of that series,
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the indenture under which such debt securities will be issued,
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any limit on the amount that may be issued in respect of that series,
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whether we will issue the series of debt securities in global form and, if so, who the depositary will be,
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the maturity date of the debt securities,
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whether the debt securities are to be issued at an original issue discount and/or whether the debt securities are to be interest bearing,
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if the debt securities are to be interest bearing, the annual interest rate or interest basis upon which the annual interest rate may be determined, any credit spread or margin over such interest rate, which may be fixed or variable,
or any other method for determining the interest rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates,
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whether the debt securities will be secured or unsecured and, if secured, the terms of any security provided,
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any guarantees, including the terms of any such guarantees,
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the ranking of the series of debt securities relative to our other debt and the terms of the subordination of any series of subordinated debt securities,
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the place where payments will be payable,
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our right, if any, to defer payment of interest and the maximum length of any such deferral period,
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the date, if any, after which, the price at which, and the conditions under which, we may, at our option, redeem the series of debt securities pursuant to any optional redemption provisions,
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the date, if any, on which, and the price at which, we are obligated, pursuant to any mandatory sinking fund provisions or otherwise, to redeem or, at the holders’ option, to purchase, the series of debt securities,
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whether any covenants or events of default in addition to, or that are different from, those provided in the base indenture will apply to the series of debt securities,
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the price at which the debt securities will be issued or whether the debt securities will be issued on a non-fixed price basis,
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the currency or currencies in which the debt securities are being sold and in which the principal of, and interest, premium or other amounts, if any, on, such debt securities will be payable,
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the denominations in which we will issue the series of debt securities,
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any defaults and events of default applicable to the series of debt securities,
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any covenants applicable to the series of debt securities, and
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any other specific material terms, preferences, rights or limitations of, or restrictions on, the series of debt securities.
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If the debt securities will be issued under a different indenture than the base indentures, the applicable prospectus supplement will describe all of the above, to the extent applicable, will
identify the trustee for that indenture and will describe the covenants, events of default and other material terms applicable to those debt securities to the extent that they differ from, or are additional to, those provided in the base
indentures.
Unless otherwise provided in the applicable prospectus supplement, any guarantee in respect of debt securities would fully and unconditionally guarantee the payment of the principal of, and
interest and premium, if any, on, such debt securities when such amounts become due and payable, whether at maturity thereof or by acceleration, notice of redemption or otherwise. In addition, if there is more than one guarantor for any debt
securities, the guarantees would be joint and several as between the guarantors. We expect any guarantee provided in respect of senior debt securities would constitute an unsubordinated and unsecured obligation of the applicable guarantor.
Other debt securities that we may issue also may be guaranteed and the terms of such guarantees (including any subordination) would be described in the applicable prospectus supplement and set forth in the applicable supplemental indenture. If
any debt securities are to be guaranteed, we expect that Rogers Communications Canada Inc., one of RCI’s wholly-owned subsidiaries, would be the guarantor.
One or more series of debt securities may be sold at a discount below or premium above their stated principal amount and may bear no interest or interest at a rate that at the time of issuance is
below or above market rates. One or more series of debt securities may be variable rate debt securities that may be exchanged for fixed rate debt securities.
Debt securities may be issued where the amount of principal and/or interest payable is determined by reference to one or more currency exchange rates, commodity prices, equity indices,
securities, instruments, loans or other factors. Holders of such securities may receive a principal amount or a payment of interest that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending
upon the value of the applicable currencies, commodities, equity indices, securities, instruments, loans or other factors. Information as to the methods for determining the amount of principal or interest, if any, payable on any date, and the
currencies, commodities, equity indices, securities, instruments, loans or other factors to which the amount payable on such date is linked, will be set forth in the applicable prospectus supplement.
The term debt securities includes debt securities denominated in Canadian dollars, U.S. dollars or, if specified in the applicable prospectus supplement, in any other freely transferable currency
or units based on or relating to foreign currencies.
Form and Denomination
We expect most debt securities to be issued in fully registered form without coupons and in denominations of Cdn$1,000 or US$1,000 and any integral multiple thereof.
Convertible Debt Securities
The applicable prospectus supplement will describe, if applicable, the terms on which the debt securities will be convertible into or exchanged or exercised for other securities, including equity
securities of RCI. The applicable prospectus supplement will describe how the number of securities to be received upon such conversion, exchange or exercise would be calculated and the anti-dilution protections, if any.
Mergers, Amalgamations and Sales of Assets by RCI
RCI may not amalgamate or consolidate with or merge with or into any other person or convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any
person by liquidation, winding-up or otherwise (in one transaction or a series of related transactions) unless: (a) either (1) RCI is the continuing corporation or (2) the person (if other than RCI) formed by such consolidation or amalgamation or
into which RCI is merged or the person which acquires by conveyance, transfer, lease or other disposition the properties and assets of RCI substantially as an entirety (i) is a corporation, company, partnership or trust organized and validly
existing under (A) the federal laws of Canada or the laws of any province thereof or (B) the laws of the United States or any state thereof or the District of Columbia, and (ii) assumes by operation of law or expressly assumes, by a supplemental
indenture with respect to all debt securities of each series outstanding under the indenture, all of the obligations of RCI under such debt securities; and (b) immediately after giving effect to such transaction (and, to the extent applicable to
any additional covenants of a particular series of debt securities, treating any debt which becomes an obligation of RCI or a subsidiary in connection with or as a result of such transaction as having been incurred at the time of such
transaction), no default or event of default shall have occurred and be continuing.
In the event of any transaction described in and complying with the conditions listed in the immediately preceding paragraph in which RCI is not the continuing corporation, the successor or
continuing person formed or remaining will succeed to, and be substituted for, and may exercise every right and power of, RCI under the indenture, and thereafter RCI will, except in the case of a lease, be discharged from all obligations and
covenants under the indenture and the outstanding debt securities of each series.
Defeasance and Covenant Defeasance of Indenture
Unless otherwise specified in the applicable prospectus supplement of a particular series of debt securities, RCI may, at its option, and at any time, elect to have the obligations of RCI (and
any applicable guarantors) discharged with respect to all outstanding debt securities or all outstanding debt securities of any series. We refer to this discharge of obligations as “defeasance”. Defeasance means that RCI (and any such
guarantors) will be deemed to have paid and discharged the entire indebtedness represented by the applicable outstanding debt securities and to have satisfied its other obligations under the indenture with respect to those debt securities, except
for (i) the rights of holders of such outstanding debt securities to receive, solely from the trust fund described in the paragraph below, payments in respect of the principal of (and premium, if any) and interest on such debt securities when
such payments are due, (ii) RCI’s obligations under the indenture with respect to such debt securities relating to the issuance of temporary debt securities, the registration, transfer and exchange of debt securities, the replacement of
mutilated, destroyed, lost or stolen debt securities, the payment of additional amounts, the maintenance of any office or agency for payments in respect of such debt securities, the holding of money for security payments in trust and statements
as to compliance with such indenture, (iii) RCI’s obligations under the indenture in connection with the rights, powers, trusts, duties and immunities of the trustee, (iv) the defeasance provisions of the indenture and (v) to the extent
applicable, RCI’s right of redemption in the event of additional amounts becoming payable under certain circumstances.
In addition, RCI may, at its option and at any time, elect to be released from its obligations (and to release any applicable guarantors from their obligations) with respect to certain covenants
in respect of any series of debt securities under the indenture (including those described in “—Mergers, Amalgamations and Sales of Assets by RCI”) and any and all additional and different covenants identified in the applicable prospectus
supplement of such series of debt securities (unless otherwise indicated in such prospectus supplement) (“covenant defeasance”) and any omission to comply with such obligations thereafter shall not constitute a default or an event of default with
respect to that series of debt securities.
In order to exercise either defeasance or covenant defeasance, (i) RCI must irrevocably deposit with the trustee, in trust, cash in the currency or currencies in which such debt securities are
payable, certain government obligations, or a combination thereof in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants or chartered accountants, to pay the principal of (and
premium, if any, on) and interest on the outstanding debt securities of such series on the stated maturity (or redemption date, if applicable) of such principal (and premium, if any) or installment of interest; (ii) in the case of defeasance, RCI
shall have delivered to the trustee an opinion of counsel in the United States stating that (x) RCI has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the date of the applicable supplemental
indenture with respect to a series of debt securities, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the
outstanding debt securities of such series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such defeasance had not occurred; (iii) in the case of covenant defeasance, RCI shall have delivered to the trustee an opinion of counsel in the United States to the effect that the holders of the
outstanding debt securities of such series will not recognize income, gains or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such covenant defeasance had not occurred; (iv) in the case of defeasance or covenant defeasance, RCI shall have delivered to the trustee an opinion of counsel in Canada to the effect
that holders of the outstanding debt securities of such series will not recognize income, gain or loss for Canadian federal or provincial income tax or other tax (including withholding tax) purposes as a result of such defeasance or covenant
defeasance, as applicable, and will be subject to Canadian federal or provincial income tax and other tax (including withholding tax) on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or
covenant defeasance, as applicable, had not occurred (which condition may not be waived by any holder or the trustee); and (v) RCI must comply with certain other conditions.
Modification and Waiver
Modifications and amendments to the base indentures, including to any supplemental indenture relating to a series of debt securities, or the particular terms and conditions of any series of debt
securities may be made by RCI (and any applicable guarantors) and the trustee, and will be made by the trustee on the request of RCI, with the consent of the holders of not less than a majority in aggregate principal amount of outstanding debt
securities of each such series issued under the indenture to which such modification or amendment will apply; provided, however, that no such modification or amendment may, without the consent of the holder of each outstanding debt security of
such series affected thereby: (i) change the stated maturity of the principal of, or any installment of interest on, any such debt security, or reduce the principal amount thereof or the rate of interest thereon, or reduce the redemption price
thereof, or change the coin or currency in which any such debt security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment after the stated maturity thereof (or, in the
case of redemption, on or after the applicable redemption date); (ii) reduce the percentage in principal amount of outstanding debt securities of such series, the consent of whose holders is necessary to amend or waive compliance with certain
provisions of the base indenture or the supplemental indenture applicable to such series or to waive certain defaults; or (iii) modify any of the provisions relating to the modification or amendment of the base indenture or the particular terms
and conditions of such series which provisions require the consent of holders of outstanding debt securities of such series or relating to the waiver of past defaults, except to increase the percentage of outstanding debt securities of such
series the consent of whose holders is required for such actions or to provide that certain other provisions of the base indenture or the supplemental indenture applicable to such series cannot be modified or waived without the consent of the
holder of each debt security of such series affected thereby.
In addition, modifications and amendments to the base indentures or the particular terms and conditions of any series of debt securities may be made by RCI (and any applicable guarantors) and the
trustee without the consent of any holders of debt securities in order to, among other things, (i) provide certain additional rights or benefits to the holders of any series of debt securities, (ii) cure any ambiguity or correct or supplement any
defective or inconsistent provision or make any other change to the indenture or a series of debt securities, provided, in each case, that such modification or amendment does not adversely affect the interests of the holders of debt securities of
any such series in any material respect, and (iii) give effect to any direction or other act of the holders of a series of debt securities permitted to be given, made or taken under the indenture.
Any modification or amendment to the indenture or the particular terms and conditions of a series of debt securities that is permitted or authorized for a particular series will be binding on all
holders of debt securities of that series notwithstanding whether a particular holder has approved it and, except as otherwise provided in any required approval for such modification or amendment, regardless of whether the holders of any other
affected series of debt securities has approved it.
The holders of a majority in aggregate principal amount of the outstanding debt securities of any affected series may, on behalf of all holders of the debt securities of such series, waive RCI’s
compliance with certain covenants and other provisions of the base indenture that apply to such series of debt securities and the supplemental indenture applicable to such series, including any existing default or event of default and its
consequences under the base indenture and such supplemental indenture other than a default or event of default (i) in the payment of interest (or premium, if any) on, or the principal of, the debt securities of that series or (ii) in respect of a
covenant or other provision that cannot be modified or amended without the consent of the holders of each outstanding debt security of that series.
Global Securities
We expect the following provisions to apply to all debt securities.
The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary (the “depositary”)
identified in the prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities, a global security
may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such
nominee to a successor of such depositary or a nominee of such successor.
The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security will be
described in the prospectus supplement. We expect that the following provisions will generally apply to depositary arrangements.
Upon the issuance of a global security, the depositary for such global security or its nominee will credit, on its book-entry registration and transfer system, the respective principal amounts of
the individual debt securities represented by such global security to the accounts of persons that have accounts with such depositary. Such accounts shall be designated by the dealers, underwriters or agents with respect to the debt securities
or by us if such debt securities are offered and sold directly by us. Ownership of beneficial interests in a global security will be limited to persons that have accounts with the applicable depositary (“participants”) or persons that may hold
interests through participants. Ownership of beneficial interests in such global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable depositary or its nominee with
respect to interests of participants and the records of participants with respect to interests of persons other than participants.
So long as the depositary for a global security, or its nominee, is the registered owner of a global security, except as required by law, such depositary or such nominee, as the case may be, will
be considered the sole owner or holder of the debt securities represented by that global security for all purposes under the indenture governing those debt securities. Except as provided below, owners of beneficial interests in a global security
will not be entitled to have any of the individual debt securities of the series represented by that global security registered in their names, will not receive or be entitled to receive physical delivery of any debt securities of such series in
definitive form and will not be considered the owners or holders thereof under the indenture governing such debt securities.
Payments of principal, premium, if any, and interest, if any, on individual debt securities represented by a global security registered in the name of a depositary or its nominee will be made to
the depositary or its nominee, as the case may be, as the registered owner of the global security representing the debt securities. None of RCI, the trustee for the debt securities or any paying agent or registrar for the debt securities will
have any responsibility or liability for any aspect of the records relating to or payments made by the depositary or any participants on account of beneficial ownership interests in the global security for the debt securities or for maintaining,
supervising or reviewing any records relating to such beneficial ownership interests.
We expect that the depositary for a series of debt securities or its nominee, upon receipt of any payment of principal, premium or interest in respect of a global security representing the debt
securities, immediately will credit participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global security for the debt securities as shown on the records of the
depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in a global security held through such participants will be governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered in street name. Such payments will be the responsibility of such participants.
If the depositary for a series of debt securities is at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed by us within 90 days, we
will issue definitive debt securities of that series in exchange for the global security or securities representing that series of debt securities. In addition, we may at any time and in our sole discretion, subject to any limitations described
in the prospectus supplement relating to the debt securities, determine not to have any debt securities of a series represented by one or more global securities, and, in such event, will issue definitive debt securities of that series in exchange
for the global security or securities representing that series of debt securities. A global security for a series of debt securities will also be exchangeable for definitive debt securities in the event that an Event of Default in respect of
such series shall occur and be continuing. If definitive debt securities are issued, an owner of a beneficial interest in a global security will be entitled to physical delivery of definitive debt securities of the series represented by that
global security equal in principal amount to that beneficial interest and to have the debt securities registered in its name.
Concerning the Trustee
The Bank of New York Mellon is the trustee under the base indentures.
Governing Law
The base indentures, any supplemental indentures and the debt securities will be governed by and construed in accordance with the laws of the State of New York.
Enforceability of Judgments
Since substantially all of the assets of RCI are located outside the United States, any judgment obtained in the United States against RCI, including judgments with respect to the payment of
principal or redemption price on the debt securities, may not be collectible within the United States. RCI has been informed by its Canadian counsel, Davies Ward Phillips & Vineberg LLP, that, under the laws of the Province of Ontario and
the federal laws of Canada applicable in that province (collectively, “Applicable Laws”), a court of competent jurisdiction in the Province of Ontario (an “Ontario Court”) would give a judgment based upon a final and conclusive in personam
judgment of a court exercising jurisdiction in the State of New York for a sum certain, obtained against RCI with respect to a claim arising out of the indenture and the debt securities (a “New York Judgment”), without reconsideration of the
merits (a) provided that (i) an action to enforce the New York Judgment is commenced in the Ontario Court within any applicable limitation period; (ii) the Ontario Court has discretion to stay or decline to hear an action on the New York Judgment
if the New York Judgment is under appeal or there is another subsisting judgment in any jurisdiction relating to the same cause of action as the New York Judgment; (iii) the Ontario Court will render judgment only in Canadian dollars; and (iv) an
action in the Ontario Court on the New York Judgment may be affected by bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally; and (b) subject to the following defenses: (i) that the New York Judgment was
obtained by fraud or in a manner contrary to the principles of natural justice; (ii) that the New York Judgment is for a claim which under Applicable Laws would be characterized as based on a foreign revenue, expropriatory, penal or other public
law; (iii) that the New York Judgment is contrary to public policy or to an order made by the Attorney General of Canada under the Foreign Extraterritorial Measures Act (Canada) or by the Competition
Tribunal under the Competition Act (Canada) in respect of certain judgments referred to in these statutes; or (iv) that the New York Judgment has been satisfied or is void under the laws of the State of
New York.
Consent to Jurisdiction and Service
RCI has appointed CT Corporation System, 28 Liberty Street, New York, New York 10005, as its agent for service of process in any suit, action or proceeding with respect to the base indentures,
including any supplemental indentures thereto or the debt securities issued thereunder, and for actions brought under federal or state laws brought in any federal or state court located in the Borough of Manhattan in The City of New York and
submits to such jurisdiction.
The following describes certain special rights, privileges, restrictions and conditions attaching to the preferred shares of RCI as a class. The particular
rights, privileges, restrictions and conditions attaching to a series of preferred shares offered by a prospectus supplement, and to the extent to which the special rights, privileges, restrictions and
conditions described below may apply thereto, will be described in such prospectus supplement. Accordingly, for a description of the terms of a particular issue of preferred shares, reference must be made
to both the applicable prospectus supplement and to the following description. Prospective investors should rely on information in the applicable prospectus supplement if it is different from the following information. The following does not
purport to be complete and is subject to the detailed provisions of, and qualified in its entirety by reference to, RCI’s articles. RCI’s articles, and not this description, will define the rights of holders of preferred shares. In this
description, the term “RCI” refers to Rogers Communications Inc. and not any of its subsidiaries.
Subject to certain limitations, the board of directors of RCI may, at any time and from time to time, issue preferred shares in one or more series and may, before such issuance, fix the number of
shares in such series in accordance with the Business Corporations Act (British Columbia) (“BCBCA”) and may, subject to the limitations set out in RCI’s articles and the BCBCA, determine the designation,
rights, privileges, restrictions and conditions to be attached to the preferred shares of such series.
In accordance with RCI’s articles, the preferred shares of each series shall participate rateably in respect of accumulated dividends, if any, if any fixed cumulative dividends or amounts payable
on a return of capital are not paid in full in accordance with their terms, and shall be entitled to preference over the Class A Voting Shares and the Class B Non-Voting Shares of RCI and over any other shares ranking junior to the preferred
shares with respect to priority in payment of fixed dividends, if any.
The board of directors of RCI may not attach any right, privilege, restriction or condition to any series of preferred shares that entitles, or would entitle the holder or holders of such
preferred shares of any such series, to vote at any general meeting of RCI, and the preferred shares of any such series shall have no right to vote at any general meeting of RCI.
The following earnings coverage ratio and associated financial information has been calculated on a consolidated basis for the 12-month period ended December 31, 2025 based on our Annual
Financial Statements, which have been prepared in accordance with IFRS.
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12 Months Ended
December 31, 2025
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Earnings before borrowing costs and income taxes
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$ |
9,729 million
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Borrowing cost requirements(1)
|
$ |
2,103 million
|
||
|
Earnings coverage ratio(2)
|
4.63x
|
|
||
| (1) |
Borrowing cost requirements refer to our total finance costs for the applicable period excluding interest earned.
|
| (2) |
Earnings coverage ratio refers to the ratio of (i) our earnings before borrowing costs and income taxes, and (ii) our borrowing cost requirements for the applicable period.
|
The above table should be read together with the Annual Financial Statements incorporated by reference in this prospectus.
The information presented in the above table is historical and does not give effect to (i) the issuance of securities that may be distributed pursuant to this prospectus (since the terms of such
securities are not presently known), or (ii) the issuance or repayment of any other financial liabilities that have been issued or repaid subsequent to the periods presented. One or more earnings coverage ratios adjusted to give effect to the
issuance of any securities being distributed and to reflect such other adjustments as may be required by applicable Canadian securities law requirements will be presented for the prescribed period or periods, as applicable, in the applicable
prospectus supplement. The earnings coverage ratio set out above does not purport to be indicative of our earnings coverage ratio for any future periods.
An investment in the securities involves risk. Before deciding whether to invest in the securities, you should consider carefully the risks described in this prospectus and the documents
incorporated by reference in this prospectus (including subsequent documents incorporated by reference in this prospectus) and, if applicable, those described in a prospectus supplement relating to a specific offering of securities. Discussions
of certain risks and uncertainties affecting our business are provided in the Annual Information Form and the Annual MD&A (or, as applicable, our annual information form and our management’s discussion and analysis for subsequent periods),
each of which is incorporated by reference in this prospectus. These are not the only risks and uncertainties that we face. Additional risks not presently known to us or that we currently consider immaterial may also materially and adversely
affect us. If any of the events identified in these risks and uncertainties were to actually occur, our business, financial condition or results of operations could be materially harmed.
We are a corporation organized under the laws of the Province of British Columbia, Canada and substantially all of our assets are located in Canada. In addition, most of our directors, substantially all of our
officers and most of the experts named herein are resident outside the United States. We have appointed an agent for service of process in the United States (as set forth below), but it may be difficult for U.S. investors to effect service of
process within the United States upon such directors, officers or experts to enforce against them judgments of U.S. courts based upon, among other things, the civil liability provisions of the U.S. federal securities laws. In addition, we have
been advised by Davies Ward Phillips & Vineberg LLP, our Canadian counsel, that there may be some doubt whether a judgment of a U.S. court predicated solely upon civil liability provisions of United States federal securities laws would be
enforceable in Ontario. We have also been advised by such counsel that there is substantial doubt whether an action could be brought in Ontario in the first instance on the basis of liability predicated solely upon United States federal
securities laws.
We filed with the SEC, concurrently with the initial filing of this registration statement on Form F-10, an appointment of agent for service of process on Form F-X. Under the Form F-X, we appointed CT Corporation
System, 28 Liberty Street, New York, NY 10005, as our agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against us in a
United States court arising out of or related to or concerning the offering of securities under this registration statement.
The applicable prospectus supplement may describe the principal Canadian federal income tax considerations generally applicable to investors described therein of purchasing, holding and disposing
of the securities offered thereunder. The applicable prospectus supplement may also describe certain U.S. federal income tax considerations generally applicable to the purchase, holding and disposition of those securities by an investor who is a
United States person.
Certain legal matters relating to the securities offered by this short form base shelf prospectus will be passed upon on our behalf by Davies Ward Phillips & Vineberg LLP, our Canadian counsel, and Cravath,
Swaine & Moore LLP, our U.S. counsel. As of the date of this prospectus, the partners and associates of Davies Ward Phillips & Vineberg LLP, as a group, own beneficially, directly or indirectly, less than 1% of our outstanding securities
of any class and less than 1% of the outstanding securities of any class of our associates or affiliates.
KPMG LLP are the auditors of RCI and have confirmed that they are independent with respect to RCI within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in
Canada and any applicable legislation and regulation, and that they are independent accountants with respect to RCI under all relevant U.S. professional and regulatory standards.
The following documents have been filed with the SEC as part of the registration statement of which this prospectus forms a part: the documents referred to under “Documents
Incorporated by Reference”; consent of KPMG LLP; consent of Davies Ward Phillips & Vineberg LLP; powers of attorney from directors and officers of the registrants; the indentures relating to the debt
securities and the statements of eligibility of the trustee on Form T-1.
16
ROGERS COMMUNICATIONS INC.
US$ % Fixed-to-Fixed Rate Subordinated Notes Due 2056
PRELIMINARY PROSPECTUS
SUPPLEMENT
March , 2026
Joint Book-Running Managers
|
BofA Securities
|
Citigroup
|
RBC Capital Markets
|
Scotiabank
|