ROGERS COMMUNICATIONS INC.

OFFERS TO PURCHASE ANY AND ALL OF THE OUTSTANDING NOTES LISTED BELOW
SUBJECT TO A CONSIDERATION CAP CONDITION OF US$ MILLION AS SET FORTH BELOW

  4.350% Senior Notes due 2049 (CUSIP No. 775109 BN0)
3.700% Senior Notes due 2049 (CUSIP No. 775109 BP5)
4.300% Senior Notes due 2048 (CUSIP No. 775109 BG5)
4.500% Senior Notes due 2043 (CUSIP No. 775109 AX9)
5.000% Senior Notes due 2044 (CUSIP No. 775109 BB6)
5.450% Senior Notes due 2043 (CUSIP No. 775109AZ4)
2.900% Senior Notes due 2026 (CUSIP No. 775109 BF7)
3.800% Senior Notes due 2032 (CUSIP No. 775109CC3 / C7923QAG3 / 775109CH2)

The Offers (as defined below) will each expire at 5:00 p.m. (Eastern time) on July 18, 2025, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Expiration Date”). Notes (as defined below) tendered for purchase may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on July 18, 2025 (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Withdrawal Date”), but not thereafter, unless extended by us as described below. The Offers are being made upon the terms and subject to the conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time, the “Offer to Purchase”) relating to the debt securities of the series listed in the table below (collectively, the “Notes”) and in the notice of guaranteed delivery attached as Appendix A hereto (the “Notice of Guaranteed Delivery” and, together with this Offer to Purchase, the “Tender Offer Documents”).


Acceptance Priority Level(1)

Title of Notes

Principal Amount Outstanding
(in millions)

CUSIP / ISIN Nos.(2)

Par Call Date(3)

Maturity Date

Reference Security(4)


1


4.350% Senior Notes due 2049


US$1,250


775109 BN0 / US775109BN09


November 1, 2048


May 1, 2049


4.625% U.S. Treasury due February 15, 2055


2


3.700% Senior Notes due 2049


US$1,000


775109 BP5 / US775109BP56


May 15, 2049


November 15, 2049


4.625% U.S. Treasury due February 15, 2055


3


4.300% Senior Notes due 2048


US$750


775109 BG5 / US775109BG57


August 15, 2047


February 15, 2048


5.000% U.S. Treasury due May 15, 2045


4


4.500% Senior Notes due 2043


US$500


775109 AX9 / US775109AX99


September 15, 2042


March 15, 2043


5.000% U.S. Treasury due May 15, 2045


5


5.000% Senior Notes due 2044


US$1,050


775109 BB6 / US775109BB60


September 15, 2043


March 15, 2044


5.000% U.S. Treasury due May 15, 2045


6


5.450% Senior Notes due 2043


US$650


775109AZ4 / US775109AZ48


April 1, 2043


October 1, 2043


5.000% U.S. Treasury due May 15, 2045


7


2.900% Senior Notes due 2026


US$500


775109 BF7 / US775109BF74


August 15, 2026


November 15, 2026


4.625% U.S. Treasury due November 15, 2026


8


3.800% Senior Notes due 2032


US$2,000


775109CC3 / C7923QAG3 / 775109CH2
US775109CC35 / USC7923QAG31 / US775109CH22


December 15, 2031


March 15, 2032


4.250% U.S. Treasury due May 15, 2035

______________________________________________________________________________________________________________________________________
(1) Subject to the satisfaction or waiver by the Company of the conditions of the Offers described in this Offer to Purchase, if the Consideration Cap Condition is not satisfied with respect to all series of Notes, we will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in this table (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 8 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase.

(2) No representation is made by the Company as to the correctness or accuracy of the CUSIP numbers or ISINs listed in this Offer to Purchase or printed on the Notes. They are provided solely for convenience.

(3) For each series of Notes, the calculation of the applicable Total Consideration (as defined below) may be performed to either the maturity date or such par call date, in accordance with standard market convention. See Annex A to this Offer to Purchase for an overview of the calculation of the Total Consideration (including additional detail regarding the use of par call dates in such calculations).

(4) The total consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each US$1,000 principal amount of such series of Notes validly tendered for purchase will be based on the applicable fixed spread (as specified in this table, the “Fixed Spread”) for such series of Notes, plus the applicable yield (the “Reference Yield”) based on the bid-side price of the applicable U.S. Treasury reference security as specified in this table (as applicable to each such series of Notes, the “Reference Security”) as quoted on the applicable Bloomberg page (with respect to each Reference Security, the “Bloomberg Reference Page”) as of 2:00 p.m. (Eastern time) on July 18, 2025, unless extended by the Company with respect to the applicable Offer (such date and time with respect to an Offer, as the same may be extended by the Company with respect to such Offer, the “Price Determination Date”). The sum of the Fixed Spread and the Reference Yield is referred to as the “Offer Yield.” The formula for determining the Total Consideration is set forth on Annex A hereto. See “Description of the Offers—Determination of the Total Consideration.” The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration.

To view copie(s) of the Tender Offers document(s) please click on the link(s) below

Offer to Purchase


The Information and Tender Agent for the Offers is:

D.F. King & Co., Inc.

Email: rci@dfking.com

28 Liberty Street, 53rd Floor
New York, New York 10005
United States

Banks and Brokers call: (212) 269-5550
Toll-free: (877) 478-5047


Any questions regarding the terms of the Offers may be directed to the following Joint Lead Dealer Managers at their respective addresses, email addresses and telephone numbers listed below.

The Joint Lead Dealer Managers for the Offers are:

BofA Securities

BofA Securities
Bank of America Tower
620 South Tryon Street, 20th Floor
Charlotte, North Carolina 28255
Attn: Liability Management Group
Collect: (980) 387-3907
Toll Free: (888) 292-0070
Email: debt_advisory@bofa.com


Citigroup

Citigroup Global Markets Inc.
388 Greenwich Street, Trading 4th Floor
New York, New York 10013
Attn: Liability Management Group
Toll Free: (800) 558-3745
Collect: (212) 723-6106


Mizuho

Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
Toll-Free: (866) 271-7403
Collect: (212) 205-7741
Attn: Liability Management Group

 


Wells Fargo Securities

Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
Toll Free: (866) 309-6316
Collect: (704) 410-4235
Email: liabilitymanagement@wellsfargo.com
Attention: Liability Management Group