Rogers Communications Inc.
|
Rogers Communications Canada Inc.
|
British Columbia
|
Ontario
|
4841
|
4812
|
Joseph D. Zavaglia, Esq.
|
David Wilson, Esq.
|
Cravath, Swaine & Moore LLP
|
Davies Ward Phillips & Vineberg LLP
|
Worldwide Plaza
|
155 Wellington Street West
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825 Eighth Avenue
|
Toronto, Ontario M5V 3J7
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New York, New York 10019-7475
|
A. | ☐ | upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada). |
B. | ý | at some future date (check appropriate box below): |
1. | ☐ | pursuant to Rule 467(b) on at (designate a time not sooner than 7 calendar days after filing). |
2. | ☐ | pursuant to Rule 467(b) on at (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on . |
3. | ☐ | pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto. |
4. | ý | after the filing of the next amendment to this form (if preliminary material is being filed). |
Title of each class of securities to be
registered |
Amount to be registered
|
Proposed maximum offering price
per security(1) |
Proposed maximum aggregate
offering price(1) |
Amount of registration fee(2)
|
Debt Securities
|
U.S.$4,000,000,000
|
100%
|
U.S.$4,000,000,000
|
U.S.$498,000
|
Guarantees
|
(3)
|
(3)
|
(3)
|
None
|
(1) |
Estimated solely for purposes of calculating the registration fee.
|
(2) |
Pursuant to Rule 457(p) of the Securities Act of 1933, as amended (the “Securities Act”), the Registrants hereby offset the registration fee required in connection with this registration statement by $276,925 previously paid by the Registrants in connection with the registration of debt securities on Form F-10 (Commission File No. 333-209931) initially filed with the Commission on March 4, 2016, of which U.S.$2,750,000,000 principal amount were not sold. Accordingly, the filing fee paid herewith is $221,075.
|
(3) |
The guarantee by Rogers Communications Canada Inc. of the Debt Securities (and the guarantee of such guarantee by Rogers Communications Inc.) being registered on Form F-10 hereunder is to be sold without separate consideration.
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New Issue
|
April 23, 2018
|
1. | our annual information form for the year ended December 31, 2017, dated March 8, 2018; |
|
|
2.
|
our audited consolidated financial statements as at and for the years ended December 31, 2017 and 2016, together with the report of the auditors thereon, and management’s discussion and analysis in respect of those statements;
|
|
|
3. | our unaudited interim condensed consolidated financial statements as at March 31, 2018 and for the three months ended March 31, 2018 and 2017, and our management’s discussion and analysis in respect of those statements; |
4. | our management information circular dated March 8, 2018 in connection with our annual meeting of shareholders held on April 20, 2018; |
5. | our material change report dated February 9, 2018 in respect of our pricing of a US$750 million offering of 4.300% notes due 2048; and |
6. |
our material change report dated April 20, 2018 in respect of our intention to commence a normal course issuer bid for our Class B Non-Voting shares.
|
·
|
regulatory changes,
|
·
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technological change,
|
·
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economic conditions,
|
·
|
unanticipated changes in content or equipment costs,
|
·
|
changing conditions in the entertainment, information and/or communications industries,
|
·
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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; and
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·
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new interpretations and new accounting standards from accounting standards bodies.
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·
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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 debt securities and the proceeds to us from such sale,
|
·
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any delayed delivery arrangements,
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·
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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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·
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any discounts, commissions or concessions allowed or reallowed or paid to dealers, and
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·
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any securities exchanges on which those debt securities may be listed.
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·
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the title of that series,
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·
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any limit on the amount that may be issued in respect of that series,
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·
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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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·
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the maturity date of the debt securities,
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·
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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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·
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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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·
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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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·
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any guarantees, including the terms of any such guarantees,
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·
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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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·
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the place where payments will be payable,
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·
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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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·
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the date, if any, after which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional redemption provisions,
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·
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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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·
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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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·
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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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·
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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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·
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the denominations in which we will issue the series of debt securities, and
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·
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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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(a)
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there is a failure to pay when due the principal of (or any applicable redemption price of) any of the debt securities of such series; or
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(b)
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there is a failure to pay any interest or any Additional Amounts on any of the debt securities of such series for 30 days after the date when due; or
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(c)
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RCI or any Restricted Subsidiary fails to perform or observe any other covenant that is applicable to such series of debt securities contained in the indenture for a period of 60 days after written notice of such failure has been given to RCI by the trustee or to RCI and the trustee by the holders of 25% or more in aggregate principal amount of the outstanding debt securities of such series; or
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(d)
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(i) there shall have occurred one or more defaults of RCI or any Restricted Subsidiary in the payment of the principal of or premium on any indebtedness for money borrowed having an aggregate principal amount in excess of the greater of $100.0 million and 3.5% of Shareholders’ Equity, when the same becomes due and payable at the Stated Maturity thereof, and such default or defaults shall continue after any applicable grace period and have not been cured or waived or (ii) there shall occur and be continuing any acceleration of the maturity of the principal amount of any indebtedness for money borrowed of RCI or any Restricted Subsidiary having an aggregate principal amount in excess of the greater of $100.0 million and 3.5% of Shareholders’ Equity and, in any case referred to in the foregoing clause (i), such Debt has not been paid or, in any case referred to in the foregoing clause (ii), such acceleration has not been rescinded or annulled, in each case within 10 days of such non-payment or acceleration; or
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(e)
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any judgments or orders aggregating an amount in excess of the greater of $100.0 million and 3.5% of Shareholders’ Equity rendered against RCI or any Restricted Subsidiary remain unsatisfied and unstayed for 60 consecutive days; or
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(f)
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certain events of bankruptcy, insolvency or reorganization affecting RCI or any Restricted Subsidiary shall occur.
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12 Months Ended
December 31, 2017 |
12 Months Ended
March 31, 2018 |
|
Earnings before borrowing costs and income taxes
(1)
|
$3,265 million
|
$3,409 million
|
Borrowing cost requirements
(2)
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$752 million
|
$753 million
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Earnings coverage ratio
(1)(3)
|
4.34x
|
4.53x
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(1) |
Effective January 1, 2018, we adopted IFRS 15,
Revenue from contracts with customers
, as discussed in Note 2 to our unaudited interim condensed consolidated financial statements as at March 31, 2018 and for the three months ended March 31, 2018 and 2017. For purposes of calculating earnings before borrowing costs and income taxes in the above table, 2017 reported figures have been restated applying IFRS 15. For further information, see "Other Information -- Consolidated financial results -- quarterly summary" in our management's discussion and analysis for the three months ended March 31, 2018.
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(2) |
Borrowing cost requirements refers to our aggregate interest in respect of our financial liabilities, including deferred financing fees, for the applicable period.
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(3) |
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.
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(a) |
a director or officer of Rogers Communications Inc. (“RCI”),
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(b) |
a former director or officer of RCI,
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(c) |
a director, former director, officer or former officer of another corporation at a time when the corporation is or was an affiliate of RCI or at the request of RCI,
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(d) |
an individual who is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust, joint venture or other unincorporated entity, at the request of RCI (any corporation or entity referred to in (c) or (d), an “associated corporation”; and any individual described in (a) through (d), an “eligible individual”) or
|
(e) |
any heirs and personal or other legal representatives of an eligible individual (any person described in (e) and any eligible individual, an “eligible party”)
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Exhibit
Number |
Description
|
4.5 | |
4.6 | |
6.1
|
Powers of attorney (included on the signature pages of this registration statement)
|
ROGERS COMMUNICATIONS INC.
|
|||
(Registrant)
|
|||
|
By:
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/s/ Joseph Natale | |
Name: Joseph Natale | |||
Title: President and Chief Executive Officer | |||
|
By:
|
/s/ Anthony Staffieri | |
Name: Anthony Staffieri | |||
Title: Chief Financial Officer | |||
ROGERS COMMUNICATIONS CANADA INC.
|
|||
(Registrant)
|
|||
|
By:
|
/s/ Joseph Natale | |
Name: Joseph Natale | |||
Title: President and Chief Executive Officer | |||
By: | /s/ Anthony Staffieri | ||
Name: Anthony Staffieri | |||
Title: Chief Financial Officer | |||
Signature
|
Title
|
Date Signed
|
||
/s/ Joseph Natale
|
Director and President and Chief Executive Officer
(Principal Executive Officer)
|
April 23, 2018
|
||
Joseph Natale
|
||||
/s/ Anthony Staffieri
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
April 23, 2018
|
||
Anthony Staffieri
|
||||
/s/ Edward Rogers
|
Director and Chairman
|
April 23, 2018
|
||
Edward Rogers
|
||||
/s/ Philip B. Lind
|
Director and Vice-Chairman
|
April 23, 2018
|
||
Philip B. Lind
|
||||
/s/ Melinda M. Rogers
|
Director and Deputy Chairman
|
April 23, 2018
|
||
Melinda M. Rogers
|
||||
/s/ Robert Burgess
|
Director
|
April 23, 2018
|
||
Robert Burgess
|
||||
/s/ Bonnie R. Brooks
|
Director
|
April 23, 2018
|
||
Bonnie R. Brooks
|
||||
/s/ Robert Gemmell
|
Director
|
April 23, 2018
|
||
Robert Gemmell
|
||||
/s/ John H. Clappison
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Director
|
April 23, 2018
|
||
John H. Clappison
|
||||
/s/ Robert Dépatie
|
Director
|
April 23, 2018
|
||
Robert Dépatie
|
||||
/s/ Isabelle Marcoux
|
Director
|
April 23, 2018
|
||
Isabelle Marcoux
|
||||
/s/ The Hon. David R. Peterson, P.C., Q.C.
|
Director
|
April 23, 2018
|
||
The Hon. David R. Peterson, P.C., Q.C.
|
||||
/s/ Loretta A. Rogers
|
Director
|
April 23, 2018
|
||
Loretta A. Rogers
|
||||
/s/ Martha L. Rogers
|
Director
|
April 23, 2018
|
||
Martha L. Rogers
|
||||
/s/ Alan D. Horn
|
Director
|
April 23, 2018
|
||
Alan D. Horn
|
||||
/s/ John A. MacDonald
|
Director
|
April 23, 2018
|
||
John A. MacDonald
|
||||
Signature
|
Title
|
Date
|
||
/s/ Joseph Natale
|
President and Chief Executive Officer
(Principal Executive Officer)
|
April 23, 2018
|
||
Joseph Natale
|
||||
/s/ Anthony Staffieri
|
Director and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
April 23, 2018
|
||
Anthony Staffieri
|
||||
/s/ Graeme H. McPhail
|
Director, Senior Vice-President, Legal and
General Counsel
|
April 23, 2018
|
||
Graeme H. McPhail
|
||||
PUGLISI & ASSOCIATES
|
|||
By:
|
/s/ Donald J. Puglisi
|
||
Name: Donald J. Puglisi
|
|||
Title: Managing Director
|
|||
Exhibit
Number
|
Description
|
4.1
|
Annual information form of Rogers Communications Inc. (“RCI”) for the year ended December 31, 2017, dated March 8, 2018 (incorporated by reference to Exhibit 99.1 to RCI’s Form 40-F (Commission File No. 001-10805) filed with the Commission on March 8, 2018)
|
4.2
|
Audited consolidated financial statements of RCI as at and for the years ended December 31, 2017 and 2016, together with the report of the auditors thereon appearing on page 98 and the management’s discussion and analysis in respect of those statements (incorporated by reference to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on March 8, 2018)
|
4.3
|
Management information circular of RCI, dated March 8, 2018 in connection with RCI’s annual meeting of shareholders held on April 20, 2018 (incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on March 19, 2018)
|
4.4
|
Material change report dated February 9, 2018 in respect of RCI’s pricing of a US$750 million offering of 4.300% notes due 2048 (incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on February 9, 2018)
|
4.5 |
Unaudited interim condensed consolidated financial statements of RCI as at and for the three months ended March 31, 2018 and 2017, together with the management's discussion and analysis in respect of those statements (incorporated by reference to RCI's Form 6-K (Commission File No. 001-10805) furnished to the Commission on April 19, 2018)
|
4.6 |
Material change report dated April 20, 2018 in respect of RCI’s intention to commence a normal course issuer bid for its Class B Non-Voting shares (incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on April 20, 2018
|
5.1
|
Consent of KPMG LLP
|
5.2
|
Consent of Davies Ward Phillips & Vineberg LLP
|
6.1
|
Powers of attorney (included on the signature pages of this registration statement)
|
7.1
|
Indenture, dated as of August 6, 2008, between RCI and The Bank of New York Mellon (incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on August 6, 2008)
|
7.2
|
First Supplemental Indenture, dated as of August 6, 2008, among RCI, Rogers Cable Communications Inc., Rogers Wireless Partnership and The Bank of New York Mellon (incorporated by reference to Exhibit 99.2 to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on August 6, 2008)
|
7.3
|
Second Supplemental Indenture, dated as of August 6, 2008, among RCI, Rogers Cable Communications Inc., Rogers Wireless Partnership and The Bank of New York Mellon (incorporated by reference to Exhibit 99.3 to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on August 6, 2008)
|
7.4
|
Third Supplemental Indenture, dated as of March 7, 2013, among RCI, Rogers Communications Partnership and The Bank of New York Mellon (incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on March 7, 2013)
|
7.5
|
Fourth Supplemental Indenture, dated as of March 7, 2013, among RCI, Rogers Communications Partnership and The Bank of New York Mellon (incorporated by reference to Exhibit 99.2 to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on March 7, 2013)
|
7.6
|
Fifth Supplemental Indenture, dated as of October 2, 2013, among RCI, Rogers Communications Partnership and The Bank of New York Mellon (incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on October 2, 2013)
|
7.7
|
Sixth Supplemental Indenture, dated as of October 2, 2013, among RCI, Rogers Communications Partnership and The Bank of New York Mellon (incorporated by reference to Exhibit 99.2 to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on October 2, 2013)
|
7.8
|
Seventh Supplemental Indenture, dated as of March 10, 2014, among RCI, Rogers Communications Partnership and The Bank of New York Mellon (incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on March 10, 2014)
|
7.9
|
Eighth Supplemental Indenture, dated as of December 8, 2015, among RCI, Rogers Communications Partnership and The Bank of New York Mellon (incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on December 8, 2015)
|
7.10
|
First Amending Supplemental Indenture, dated January 1, 2016, among RCI, Rogers Cable and Data Centres Inc. (now known as Rogers Communications Canada Inc.) and The Bank of New York Mellon (incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on January 20, 2016)
|
7.11
|
Ninth Supplemental Indenture, dated as of November 4, 2016, among RCI, Rogers Communications Canada Inc. and The Bank of New York Mellon (incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on November 4, 2016)
|
7.12
|
Tenth Supplemental Indenture, dated as of February 8, 2018, among RCI, Rogers Communications Canada Inc. and The Bank of New York Mellon (incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission on February 8, 2018)
|
7.13
|
Statement of Eligibility of the Trustee on Form T-1 with respect to the Indenture, dated as of August 6, 2008
|
|
|
|
KPMG LLP
Bay Adelaide Centre
Suite 4600
333 Bay Street
Toronto, Ontario
M5H 2S5
Telephone (416) 777-8500
Fax (416) 777-8818
www.kpmg.ca
|
|
155 Wellington Street West
Toronto, ON M5V 3J7 Canada
|
|
dwpv.com
|
New York
(Jurisdiction of incorporation
if not a U.S. national bank)
|
13-5160382
(I.R.S. employer
identification no.)
|
225 Liberty Street, New York, N.Y.
(Address of principal executive offices)
|
10286
(Zip code)
|
British Columbia
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
333 Bloor Street East, 10
th
Floor
Toronto, Ontario M4W 1G9
Canada
(Address of principal executive offices)
|
(Zip code)
|
Ontario
(State or other jurisdiction of
incorporation or organization)
|
Not Applicable
(I.R.S. employer
identification no.)
|
333 Bloor Street East, 10
th
Floor
Toronto, Ontario M4W 1G9
Canada
(Address of principal executive offices)
|
(Zip code)
|
1. |
General information. Furnish the following information as to the Trustee:
|
(a) |
Name and address of each examining or supervising authority to which it is subject.
|
Name
|
Address
|
|
Superintendent of the Department of Financial Services
of the State of New York
|
One State Street, New York, N.Y. 10004-1417,
and Albany, N.Y. 12223
|
|
Federal Reserve Bank of New York
|
33 Liberty Street, New York, N.Y. 10045
|
|
Federal Deposit Insurance Corporation
|
550 17
th
Street, NW
Washington, D.C. 20429
|
|
The Clearing House Association L.L.C.
|
100 Broad Street
New York, N.Y. 10004
|
(b) |
Whether it is authorized to exercise corporate trust powers.
|
2. |
Affiliations with Obligor.
|
16. |
List of Exhibits.
|
1. |
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
|
4. |
A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-207042).
|
6. |
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).
|
7. |
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
|
THE BANK OF NEW YORK MELLON | |||
|
By:
|
/s/ Teresa Wyszomierski | |
Name: Teresa Wyszomierski | |||
Title: Vice President | |||
ASSETS
|
Dollar amounts in thousands
|
Cash and balances due from depository
institutions:
|
|
Noninterest-bearing balances and currency
and coin
|
4,671,000
|
Interest-bearing balances
|
103,042,000
|
Securities:
|
|
Held-to-maturity securities
|
40,315,000
|
Available-for-sale securities
|
75,943,000
|
Federal funds sold and securities purchased
under agreements to resell:
|
|
Federal funds sold in domestic offices
|
0
|
Securities purchased under agreements to
resell
|
14,998,000
|
Loans and lease financing receivables:
|
|
Loans and leases held for sale
|
0
|
Loans and leases held for investment
|
29,491,000
|
LESS: Allowance for loan and
lease losses |
133,000
|
Loans and leases held for investment, net
of allowance
|
29,358,000
|
Trading assets
|
3,358,000
|
Premises and fixed assets (including
capitalized leases)
|
1,388,000
|
Other real estate owned
|
4,000
|
Investments in unconsolidated subsidiaries
and associated companies
|
585,000
|
Direct and indirect investments in real estate
ventures
|
0
|
Intangible assets:
|
|
Goodwill
|
6,390,000
|
Other intangible assets
|
834,000
|
Other assets
|
16,419,000
|
Total assets
|
297,305,000
|
LIABILITIES
|
|
Deposits:
|
|
In domestic offices
|
127,898,000
|
Noninterest-bearing
|
77,656,000
|
Interest-bearing
|
50,242,000
|
In foreign offices, Edge and Agreement
subsidiaries, and IBFs |
121,992,000
|
Noninterest-bearing
|
5,485,000
|
Interest-bearing
|
116,507,000
|
Federal funds purchased and securities sold
under agreements to repurchase: |
|
Federal funds purchased in domestic
offices
|
4,917,000
|
Securities sold under agreements to
repurchase
|
1,401,000
|
Trading liabilities
|
2,775,000
|
Other borrowed money:
(includes mortgage indebtedness and
obligations under capitalized leases)
|
4,542,000
|
Not applicable
|
|
Not applicable
|
|
Subordinated notes and debentures
|
515,000
|
Other liabilities
|
|
6,284,000
|
|
Total liabilities
|
270,324,000
|
EQUITY CAPITAL
|
|
Perpetual preferred stock and related
surplus
|
0
|
Common stock
|
1,135,000
|
Surplus (exclude all surplus related to
preferred stock)
|
10,764,000
|
Retained earnings
|
15,872,000
|
Accumulated other comprehensive income
|
-1,140,000
|
Other equity capital components
|
0
|
Total bank equity capital
|
26,631,000
|
Noncontrolling (minority) interests in
consolidated subsidiaries
|
350,000
|
Total equity capital
|
26,981,000
|
Total liabilities and equity capital
|
297,305,000
|
Charles W. Scharf
Samuel C. Scott Joseph J. Echevarria |
Directors
|