DBRS Morningstar Assigns Provisional Rating of BBB (high) to Rogers Communications Inc.’s Debt Issuances

DBRS Limited (DBRS Morningstar) assigned a provisional rating of BBB (high) to the following debt issuances (collectively, the Notes) issued by Rogers Communications Inc. (Rogers or the Company; rated BBB (high), Under Review with Negative Implications by DBRS Morningstar):

-- USD 1,000 million 2.95% Senior Notes due 2025
-- USD 1,300 million 3.20% Senior Notes due 2027
-- USD 2,000 million 3.80% Senior Notes due 2032
-- USD 750 million 4.50% Senior Notes due 2042
-- USD 2,000 million 4.55% Senior Notes due 2052
-- CAD 1,250 million 3.10% Senior Notes due 2025
-- CAD 1,000 million 3.75% Senior Notes due 2029
-- CAD 1,000 million 4.25% Senior Notes due 2032
-- CAD 1,000 million 5.25% Senior Notes due 2052

In addition, DBRS Morningstar placed the rating Under Review with Negative Implications. The rating has no trend. The provisional rating is based on information provided to DBRS Morningstar by the Issuer as of the date of this press release. DBRS Morningstar will finalize this rating upon review of the final version of the transaction documents. If the information therein were substantially different, DBRS Morningstar may assign a different final rating to the Notes. The offering is expected to close on March 11, 2022.

The assigned rating is based upon the rating of an already-outstanding series of the above-mentioned debt instrument.

DBRS Morningstar expects the net proceeds from the issuances will be used to pay a portion of the cash consideration for the acquisition of Shaw Communications Inc.’s (Shaw; rated BBB, Under Review with Developing Implications by DBRS Morningstar) outstanding Class A and Class B shares and to pay fees and expenses related to this transaction.

Payment of the principal, premium, if any, and interest on each series of Notes will be fully and unconditionally guaranteed by Rogers Communications Canada Inc. (RCCI), a direct, wholly owned subsidiary. The Notes and the guarantee will be unsecured, unsubordinated obligations of Rogers and the Guarantor, respectively, and will rank pari passu with Rogers’ and the Guarantor’s existing and future unsecured, unsubordinated debt.

On February 25, 2022, DBRS Morningstar maintained the Under Review with Negative Implications status of Rogers’ Issuer Rating and Senior Unsecured Notes rating, both rated BBB (high). The Issuer Rating and Senior Unsecured Notes rating were placed Under Review following the March 15, 2021, announcement of an agreement to combine Rogers with Shaw in a $26 billion transaction (including the assumption of approximately $6 billion of Shaw’s debt; the Transaction). For details of the initially proposed Transaction, please see the DBRS Morningstar press release “DBRS Morningstar Places Rogers Communications Inc.’ s Ratings Under Review with Negative Implications Following Announcement of Potential Acquisition of Shaw Communications Inc.” dated March 16, 2021.

A description of how DBRS Morningstar considers ESG factors within the DBRS Morningstar analytical framework can be found in the DBRS Morningstar Criteria: Approach to Environmental, Social, and Governance Risk Factors in Credit Ratings at https://www.dbrsmorningstar.com/research/373262.

Notes:
All figures are in Canadian dollars unless otherwise noted.

The principal methodologies are Rating Companies in the Communications Industry (July 27, 2021; https://www.dbrsmorningstar.com/research/382119), DBRS Morningstar Criteria: Rating Corporate Holding Companies and Parent/Subsidiary Rating Relationships (October 29, 2021; https://www.dbrsmorningstar.com/research/386615), and DBRS Morningstar Criteria: Guarantees and Other Forms of Support (May 31, 2021; https://www.dbrsmorningstar.com/research/379424), which can be found on dbrsmorningstar.com under Methodologies & Criteria. Other applicable methodologies include the DBRS Morningstar Criteria: Approach to Environmental, Social, and Governance Risk Factors in Credit Ratings (February 3, 2021; https://www.dbrsmorningstar.com/research/373262), which can be found on dbrsmorningstar.com under Methodologies & Criteria.

The related regulatory disclosures pursuant to the National Instrument 25-101 Designated Rating Organizations are hereby incorporated by reference and can be found by clicking on the link under Related Documents or by contacting us at info@dbrsmorningstar.com.

The rated entity or its related entities did participate in the rating process for this rating action. DBRS Morningstar had access to the accounts and other relevant internal documents of the rated entity or its related entities in connection with this rating action.

Generally, the conditions that lead to the assignment of a Negative or Positive trend are resolved within a 12-month period. DBRS Morningstar trends and ratings are under regular surveillance.

For more information on this credit or on this industry, visit www.dbrsmorningstar.com or contact us at info@dbrsmorningstar.com.

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