UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 6-K


Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934


For the month of May, 2019

Commission File Number 001-10805


Rogers Communications Inc.
(Translation of registrant’s name into English)


333 Bloor Street East
10th Floor
Toronto, Ontario M4W 1G9
Canada
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

                                                                                                                              Form 20-F  ☐                       Form 40-F  ☑

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

                                                                                                                                         Yes  ☐                        No  ☑

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

                                                                                                                                         Yes  ☐                        No  ☑





Signatures


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 
ROGERS COMMUNICATIONS INC.
 
       
       

By:
/s/ Graeme McPhail
 
   
Name:   Graeme McPhail
 
   
Title:     Chief Legal and Regulatory Officer and Secretary
 
       


Date:  May 1, 2019











Exhibit Index

Exhibit
Number
 
Description of Document
     
99.1
 
Material Change Report dated May 1, 2019




Exhibit 99.1


FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1
Name and Address of Company

Rogers Communications Inc. (“RCI”)

The principal office of RCI is located at:
333 Bloor Street East
Toronto, Ontario
M4W 1G9

Item 2
Date of Material Change

April 23, 2019

Item 3
News Release

A news release was issued through GlobeNewswire on April 23, 2019.

Item 4
Summary of Material Change

On April 23, 2019, Rogers Communications priced a Canadian offering of $1.0 billion aggregate principal amount of 3.25% senior notes due 2029 (the “Canadian Notes”).

Item 5.1 Full Description of Material Change

The net proceeds from the issuance of the Canadian Notes was approximately $991 million. RCI expects to use the net proceeds of this Canadian offering, together with other debt funding, to fund the $1.725 billion cash investment required to acquire 52 of 64 of the twenty year 600 MHz spectrum licenses available to Rogers. The sale of the Canadian Notes closed on April 30, 2019.

The Canadian Notes were offered on a best efforts basis in each of the provinces of Canada through a syndicate of agents. This Canadian offering was only made by prospectus. RCI filed a prospectus supplement relating to the Canadian offering with the securities regulatory authorities in each of the provinces of Canada.

This material change report includes “forward-looking information” within the meaning of applicable securities laws relating to, among other things, our financing and completion of the acquisition of wireless spectrum as detailed above. We caution that all forward-looking information is inherently subject to change and uncertainty and that actual results may differ materially from those expressed or implied by the forward-looking information. A number of risks, uncertainties and other factors could cause actual results and events to differ materially from those expressed or implied in the forward-looking information or could cause our current objectives, strategies and intentions to change, including but not limited to the post auction distribution of the aforementioned wireless spectrum by Industry Canada. Many of these factors are beyond our control and current expectation or knowledge. Should one or more of these risks, uncertainties or other factors materialize, our objectives, strategies or intentions change, or any other factors or assumptions underlying the forward-looking information prove incorrect, our actual results and our plans could vary significantly from what we currently foresee. Accordingly, we warn investors to exercise caution when considering statements containing forward-looking information and that it would be unreasonable to rely on such statements as creating legal rights regarding our future results or plans. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing forward-looking information, the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law. All of the forward-looking information in this material change report is qualified by the cautionary statements herein.





Item 5.2
Disclosure of Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

No significant facts remain confidential in, and no information has been omitted from, this report.

Item 8
Executive Officer

For further information, please contact Graeme McPhail, Chief Legal and Regulatory Officer and Secretary, at 416.935.2505.

I tem 9
Date of Report

May 1, 2019