Item 1 | Name and Address of Company |
Item 2 | Date of Material Change |
Item 3 | News Release |
Item 4 | Summary of Material Change |
News release via Canada NewsWire, Toronto 416-863-9350
Attention Business Editors:
Rogers Communications Plans Amalgamation with its Cable and Wireless
Subsidiaries
Rogers Wireless to Redeem Senior Secured Debentures due 2016;
Rogers Communications to Assume Rights and Obligations Under Outstanding
Cable and Wireless Public Debt Indentures and Swaps;
Planned Amalgamation will Simplify Corporate Structure While Streamlining
Reporting and Compliance Requirements
TORONTO, May 14 /CNW/ - Rogers Communications Inc. ("RCI") (TSX: RCI;
NYSE: RG) announced today that its wholly owned subsidiaries Rogers Cable Inc.
("Cable") and Rogers Wireless Inc. ("Wireless") have sent notices to the
respective trustees of each of their public debt indentures, the agent of
Cable's bank credit facility and each of their various secured swap
counterparties stating that, subject to certain conditions, all security
provided by bonds issued under the Cable deed of trust and the Wireless deed
of trust will be released on or about Thursday, June 28, 2007. Upon release of
the security under the deeds of trust, none of Cable's and Wireless' bank
debt, public debt or swaps will remain secured by such bonds.
In addition, today Wireless issued a notice to redeem on June 21, 2007,
all of the US$155 million principal amount of 9.75% senior secured debentures
due 2016 at the redemption price plus accrued interest to the date of
redemption. The redemption price will include a make whole premium based on
the present values of the remaining scheduled payments.
These actions are the initial steps in a series of currently planned
reorganization steps intended to culminate in the amalgamation of RCI with
Cable and Wireless on or about July 1, 2007. The amalgamated entity will
continue as RCI. Cable and Wireless will no longer be separate corporate
entities and will cease to be reporting issuers. This planned intracompany
amalgamation of the parent and subsidiary entities does not impact the
consolidated results previously reported by RCI.
Upon completion of the planned amalgamation, RCI will assume all of the
rights and obligations under all of the then outstanding Cable and Wireless
public debt indentures and swaps.
RCI is pursuing this planned amalgamation principally to simplify its
corporate structure while streamlining many of the related reporting and
compliance obligations.
As part of the planned amalgamation process, RCI intends to cancel the
currently outstanding $1 billion Cable bank credit facility, the $700 million
Wireless bank credit facility and the $600 million bank credit facility of
RCI's wholly owned subsidiary, Rogers Media Inc., and replace them with a new
unsecured bank credit facility of similar aggregate size at RCI that is
currently being arranged.
Upon amalgamation, the outstanding Cable and Wireless public debt and
respective swaps, as well as the planned RCI bank credit facility, will all be
unsecured.
About Rogers:
Rogers Communications Inc. (TSX: RCI; NYSE: RG) is a diversified Canadian
communications and media company engaged in three primary lines of business.
Rogers Wireless is Canada's largest wireless voice and data communications
services provider and the country's only carrier operating on the world
standard GSM technology platform. Rogers Cable and Telecom is Canada's largest
cable television provider offering cable television, high-speed Internetaccess, residential telephony services, and video retailing, while its Rogers
Business Solutions division is a national provider of voice communications
services, data networking, and broadband Internet connectivity to small,
medium and large businesses. Rogers Media is Canada's premier collection of
category leading media assets with businesses in radio and television
broadcasting, televised shopping, publishing and sports entertainment.
Caution Regarding Forward-Looking Statements:
This release includes forward-looking statements and assumptions
concerning the future performance of our business, its operations and its
financial performance and condition. These forward-looking statements include,
but are not limited to, statements with respect to our objectives and
strategies to achieve those objectives, as well as statements with respect to
our beliefs, plans, expectations, anticipations, estimates or intentions.
Statements containing expressions such as "could", "expect", "may",
"anticipate", "assume", "believe", "intend", "estimate", "plan", "guidance",
and similar expressions generally constitute forward-looking statements. Such
forward-looking statements are based on current expectations and various
factors and assumptions applied which we believe to be reasonable at the time.
We caution that all forward-looking information is inherently uncertain and
that actual results may differ materially from the assumptions, estimates or
expectations reflected in the forward-looking information. Accordingly, we
warn investors to exercise caution when considering any such forward-looking
information herein and to not place undue reliance on such statements and
assumptions. We are under no obligation (and we expressly disclaim any such
obligation) to update or alter any forward-looking statements or assumptions
whether as a result of new information, future events or otherwise, except as
required by law.
%CIK: 0000733099
/For further information: Lorraine Daly, (416) 935-3575,
lorraine.daly(at)rci.rogers.com; Bruce M. Mann, (416) 935-3532,
bruce.mann(at)rci.rogers.com; Dan Coombes, (416) 935-3550,
dan.coombes(at)rci.rogers.com/
(RCI.A. RCI.B. RG)
CO: Rogers Communications Inc.; ROGERS WIRELESS INC.; ROGERS CABLE INC.
CNW 12:04e 15-MAY-07