To our Clients:
Enclosed for your consideration is a prospectus, dated , 2023 (as amended or supplemented, the “Prospectus”), and the related letter of transmittal (the “Letter of Transmittal”), relating to the offers of Rogers Communications Inc., a corporation organized under the laws of British Columbia, Canada (the “Company”), to exchange up to the aggregate principal amount outstanding of each series of Restricted Notes (as defined below) for a like aggregate principal amount of the corresponding series of Exchange Notes (as defined below) in a transaction registered under the Securities Act (each an “Exchange Offer” and, collectively, the “Exchange Offers”).
| | | | | | | | |
Series of Restricted Notes (collectively, the “Restricted Notes”) | | Aggregate Principal Amount Outstanding | | | Series of Notes Registered Under the Securities Act (collectively, the “Exchange Notes”) | |
2.95% Senior Notes due 2025 | | US$ | 1,000,000,000 | | | | 2.95% Senior Notes due 2025 | |
3.20% Senior Notes due 2027 | | US$ | 1,300,000,000 | | | | 3.20% Senior Notes due 2027 | |
3.80% Senior Notes due 2032 | | US$ | 2,000,000,000 | | | | 3.80% Senior Notes due 2032 | |
4.50% Senior Notes due 2042 | | US$ | 750,000,000 | | | | 4.50% Senior Notes due 2042 | |
4.55% Senior Notes due 2052 | | US$ | 2,000,000,000 | | | | 4.55% Senior Notes due 2052 | |
The terms of the Exchange Notes are substantially identical to the terms of the corresponding series of the Restricted Notes, except that the Exchange Notes are registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions applicable to the Restricted Notes do not apply to the Exchange Notes.
The Exchange Offers are being made in order to satisfy certain obligations of the Company and Rogers Communications Canada Inc., a wholly-owned subsidiary of the Company (the “Guarantor”), contained in the registration rights agreement, dated as of March 11, 2022 (the “Registration Rights Agreement”), among the Company, the Guarantor and BofA Securities, Inc., as representative of the initial purchasers. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Prospectus.
This material is being forwarded to you as the beneficial owner of one or more series of the Restricted Notes held by us for your account but not registered in your name. A tender of such Restricted Notes may only be made by us as the holder of record and pursuant to your instructions, unless you obtain a properly completed note power from us or arrange to have the Restricted Notes registered in your name.
Accordingly, we request instructions as to whether you wish us to tender on your behalf the Restricted Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.
Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Restricted Notes on your behalf in accordance with the provisions of the Exchange Offers. Each Exchange Offer will expire at 5:00 p.m., New York City time, on , 2023, unless extended by the Company in its discretion (such date and time as it may be extended, the “Expiration Date”). The extension of any particular Exchange Offer will not result in an extension of any other Exchange Offer unless the Company so provides in the relevant notice of extension. Any Restricted Notes tendered pursuant to the Exchange Offers may be withdrawn in accordance with the procedures set forth in the Prospectus at any time before the applicable Expiration Date.
Your attention is directed to the following:
| 1. | The Exchange Offers are for any and all Restricted Notes. |
| 2. | The Exchange Offers are subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offers—Conditions to the Exchange Offers”. |
| 4. | Each Exchange Offer expires at 5:00 p.m., New York City time, on the Expiration Date, unless extended by the Company. |
If you wish to have us tender your Restricted Notes, please instruct us to do so by completing, executing and returning to us the instruction form and certificate on the back of this letter.
The Letter of Transmittal is furnished to you for informational purposes only and may not be used to tender Restricted Notes, unless you obtain a properly completed note power from us or arrange to have the Restricted Notes registered in your name. If we do not receive written instructions in accordance with the below and the procedures in the Prospectus and Letter of Transmittal, we will not tender any of the Restricted Notes on your account.
2