As
filed with the Securities and Exchange Commission on November 20,
2009
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
F-9
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF
1933
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Rogers
Cable Communications
Inc.
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Rogers
Communications Inc.
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Rogers
Wireless Partnership
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(Exact
name of Registrant as specified in its charter)
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Ontario
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British
Columbia
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Ontario
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(Province
or other jurisdiction of incorporation or organization)
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4841
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4841
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4812
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(Primary
Standard Industrial Classification Code Number)
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Not
Applicable
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(I.R.S.
Employer Identification Number)
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333
Bloor Street East, 10th Floor
Toronto,
Ontario M4W 1G9
(416)
935-7777
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(Address
and telephone number of Registrant’s principal executive offices)
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CT
Corporation System
111
Eighth Avenue, 13th Floor
New
York, New York 10011
(212)
894-8400
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(Name,
address, and telephone number of agent for service in the United
States)
| Copies to: |
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Erik
R. Tavzel, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, NY 10019-7475
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David
Wilson, Esq.
Davies
Ward Phillips & Vineberg LLP
44th
Floor
1
First Canadian Place
Toronto,
Ontario M5X 1B1
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Approximate
date of commencement of proposed sale of the securities to the
public:
From
time to time after the effective date of this registration
statement.
Province
of Ontario, Canada
(Principal
jurisdiction regulating this
offering)
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It is
proposed that this filing shall become effective (check appropriate
box):
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A.
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o
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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).
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B.
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ý
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at
some future date (check appropriate box below):
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1.
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¨
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pursuant
to Rule 467(b) on
at (designate a time not
sooner than 7 calendar days after filing).
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2.
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¨
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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 .
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3.
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¨
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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.
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4.
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ý
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after
the filing of the next amendment to this form (if preliminary material is
being filed).
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If any of
the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to the home jurisdiction’s shelf prospectus offering
procedures, check the following box: ý
CALCULATION
OF REGISTRATION FEE
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Title
of each class of
securities
to be registered
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Amount
to
be
registered
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Proposed
maximum
offering
price
per
security(1)
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Proposed
maximum
aggregate
offering
price(1)
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Amount
of
registration
fee(2)
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||||||||
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Debt
Securities
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U.S.$4,000,000,000 | 100% | U.S.$4,000,000,000 | U.S.$223,200 | ||||||||
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Guarantees
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(3) | (3) | (3) |
None
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(1)
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Estimated
solely for purposes of calculating the registration
fee.
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| (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 (1) $7,675
previously paid by the Registrants in connection with the registration of
debt securities on Form F-9 (Commission File No. 333-147078) filed
with the Commission on November 1, 2007, of which U.S.$250,000,000
principal amount were not sold and (2) $80,750 previously paid by the
Registrants in connection with the registration of debt securities on
Form F-9 (Commission File No. 333-154916) filed with the Commission
on October 31, 2008, of which U.S.$2,250,000,000 principal amount were not
sold. Accordingly, the filing fee paid herewith is
$134,775.
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(3)
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Guarantees
by Rogers Cable Communications Inc. and Rogers Wireless Partnership of the
debt securities (and guarantees of such guarantees by Rogers
Communications Inc.) being registered on Form F-9 hereunder are to be sold
without separate consideration.
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The
Registrants hereby amend this registration statement on such date or dates as
may be necessary to delay its effective date until the registration statement
shall become effective as provided in Rule 467 under the Securities Act or on
such date as the Commission, acting pursuant to Section 8(a) of the Securities
Act, may determine.
PART
I
INFORMATION
REQUIRED TO BE DELIVERED
TO
OFFEREES OR PURCHASERS
I-1
The information in this preliminary prospectus is not complete and
may be changed. The securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This
preliminary prospectus is not an offer to sell nor does it seek an offer to buy
these securities in any jurisdiction where the offer or sale is not
permitted.
PRELIMINARY
SHORT FORM BASE SHELF PROSPECTUS
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New Issue
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November 20,
2009
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ROGERS COMMUNICATIONS INC.
US$4,000,000,000
Debt
Securities
We may
offer from time to time, during the 25-month period that this prospectus,
including any amendments hereto, remains valid, debt securities in an aggregate
amount not to exceed US$4,000,000,000
(or its equivalent in any other currency used to denominate the debt securities
at the time of offering). These debt securities may consist of
debentures, notes or other types of debt and may be issuable in one or more
series. The basis for calculating the dollar value of debt securities
distributed under this prospectus will be the aggregate principal amount of debt
securities that we issue except in the case of any debt securities that are
issued at an original issue discount, the dollar value of which will be
calculated on the basis of the gross proceeds that we receive.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR PROVINCIAL SECURITIES
REGULATOR HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Under
the multijurisdictional disclosure system adopted by the U.S. Securities and
Exchange Commission, we are permitted to prepare this prospectus in accordance
with Canadian disclosure requirements, which are different from those of the
United States. We prepare our financial statements in accordance with Canadian
generally accepted accounting principles, and they are subject to Canadian
auditing and auditor independence standards. They may not be
comparable to financial statements of U.S. companies.
Owning
the debt securities may subject you to tax consequences both in the United
States and Canada. You should read the tax discussion, if any, in any applicable
prospectus supplement. This prospectus or any applicable prospectus
supplement may not describe tax considerations that may be relevant to
you.
Your
ability to enforce civil liabilities under the U.S. federal securities laws may
be affected adversely because we are organized under the laws of British
Columbia, Canada, most of our directors, substantially all of our officers and
most of the experts named in this prospectus are Canadian residents, and
substantially all of our assets are located outside the United
States.
The
debt securities offered hereby have not been qualified for sale under the
securities laws of any province or territory of Canada (other than the Province
of Ontario) and,
unless otherwise provided in the prospectus supplement relating to a particular
issue of debt securities, will not be offered or sold, directly or indirectly,
in Canada or to any resident of Canada except in the Province of
Ontario.
The debt
securities may be offered separately or together, in amounts, at prices and on
terms to be determined based on market conditions and other
factors. We will provide the specific terms of any debt securities we
offer in one or more prospectus supplements which will accompany this
prospectus. You should read this prospectus and any applicable
prospectus supplement carefully before you invest. This prospectus
may not be used to offer debt securities unless accompanied by a prospectus
supplement.
We may
sell debt securities to or through underwriters or dealers purchasing as
principals, and may also sell debt securities to one or more purchasers directly
or through agents. The prospectus supplement relating to a particular issue of
debt securities will identify each underwriter, dealer or agent engaged by us in
connection with the offering and sale of that issue, and will set forth the
terms of the offering of such issue, including, to the extent applicable, the
proceeds to be received by us and any fees or any other compensation payable to
underwriters, dealers or agents. In connection with any offering of
debt securities, the underwriters or agents may over-allot or effect
transactions which stabilize or maintain the market price of the debt securities
offered at a level above that which might otherwise prevail in the open market.
Such transactions, if commenced, may be discontinued at any time. See "Plan of
Distribution".
Unless
otherwise specified in the applicable prospectus supplement, each issue of debt
securities will be a new issue of debt securities with no established trading
market. The debt securities may be sold from time to time in one or more
transactions at a fixed price or prices or at non-fixed prices. If offered on a
non-fixed price basis, debt securities may be offered at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices to be negotiated with purchasers. The price at
which the debt securities will be offered and sold may vary from purchaser to
purchaser and during the distribution period.
Our head office is located at 333 Bloor
Street East, 10th Floor, Toronto, Ontario, M4W 1G9 and
our registered office is located at 1075 W. Georgia Street, Suite 2100,
Vancouver, British Columbia, V6E 3G2.
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You
should rely only on the information contained in or incorporated by reference
into this prospectus or any applicable prospectus supplement and on other
information included in the registration statement of which this prospectus
forms a part. References to this "prospectus" include documents
incorporated by reference herein. We have not authorized anyone to provide you
with information that is different. The information in or
incorporated by reference into this prospectus is current only as of the date of
the applicable prospectus supplement. We are not making an offer of
these debt securities in any jurisdiction where the offer is not permitted by
law.
Except as
set forth under "Description of Debt Securities" or unless the context otherwise
requires, in this prospectus (excluding the documents incorporated by reference
herein) the terms "RCI", "Company", "we", "us" and "our" refer to Rogers
Communications Inc. and its subsidiaries, references to Canadian dollars, "Cdn$"
and "$" are to the currency of Canada and references to U.S. dollars or "US$"
are to the currency of the United States. Our consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles in Canada ("Canadian GAAP") and are stated in Canadian
dollars.
All
information permitted under applicable laws to be omitted from this prospectus
will be contained in one or more prospectus supplements that will be delivered
to purchasers together with this prospectus. Each prospectus supplement will be
incorporated by reference into this prospectus for the purposes of securities
legislation as of the date of the prospectus supplement and only for the
purposes of the distribution of those debt securities to which the prospectus
supplement pertains. We have filed an undertaking with the Ontario
Securities Commission that we will not distribute under this prospectus
specified derivatives or asset-backed securities that, at the time of
distribution, are novel without pre-clearing with the Ontario Securities
Commission the disclosure to be contained in the prospectus supplement
pertaining to the distribution of such securities.
The
following documents filed by us with the Ontario Securities
Commission under the Securities Act (Ontario) and
filed with or furnished to the U.S. Securities and Exchange Commission (the
"SEC") under the United States Securities Exchange Act of
1934, as amended, are specifically incorporated by reference into, and
form an integral part of, this prospectus:
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1.
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our
annual information form for the year ended December 31, 2008, dated
February 27, 2009;
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2.
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our
audited consolidated financial statements as at and for the years ended
December 31, 2008 and 2007, together with the report of the auditors’
thereon, and our management’s discussion and analysis in respect of those
statements;
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3.
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our
management information circular dated March 20, 2009 in connection
with our annual meeting of shareholders held on April 29,
2009;
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4.
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our
unaudited interim consolidated financial statements as at September 30,
2009 and for the three and nine months ended September 30, 2009 and 2008
and our management’s discussion and analysis in respect of those
statements;
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5.
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our
material change report filed April 2, 2009 relating to the
appointment of Nadir Mohamed as President and Chief Executive Officer of
RCI;
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6.
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our
material change report filed May 21, 2009 relating to the acceptance
by the Toronto Stock Exchange of a notice filed by us of our intention to
amend our current normal course issuer bid for our Class B Non-Voting
shares;
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7.
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our
material change report dated May 27, 2009 relating to the pricing of
$1,000,000,000 principal amount of our 5.80% Senior Notes due 2016;
and
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8.
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our
material change report dated November 5, 2009 relating to the pricing of
$500,000,000 principal amount of our 5.38% Senior Notes due 2019 and the
pricing of $500,000,000 principal amount of our 6.68% Senior Notes due
2039.
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Any
documents of the types referred to above (excluding confidential material change
reports), business acquisition reports and updated earnings coverage ratio
information filed by us with the Ontario Securities Commission after the date of
this short form prospectus and prior to 25 months from the date hereof shall be
deemed to be incorporated by reference into this prospectus. In
addition, any such documents which are filed with or furnished to the SEC by us in our
periodic reports on Form 6-K or annual report on Form 40-F after the date of
this prospectus shall be deemed to be incorporated by reference into this
prospectus and the registration statement of which this prospectus forms a part
if and to the extent expressly provided in such report.
Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for the purposes
of this prospectus to the extent that a statement contained herein, or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein, modifies or supersedes that statement. The
modifying or superseding statement need not state that it has modified or
superseded a prior statement or include any other information set forth in the
document that it modifies or supersedes. The making of a modifying or
superseding statement shall not be deemed an admission for any purposes that the
modified or superseded statement, when made, constituted a misrepresentation, an
untrue statement of a material fact or an omission to state a material fact that
is required to be stated or that is necessary to make a statement not misleading
in light of the circumstances in which it was made. Any statement so
modified or superseded shall not constitute a part of this prospectus except as
so modified or superseded.
Upon a
new annual information form and the related annual audited comparative financial
statements and accompanying management's discussion and analysis being filed
with, and where required, accepted by, the Ontario Securities Commission during
the currency of this prospectus, the previous annual information form, the
previous annual audited comparative financial statements and accompanying
management's discussion and analysis and all interim financial statements and
accompanying management's discussion and analysis, material change reports,
information circulars and business acquisition reports filed prior to the
commencement of the then current fiscal year will be deemed no longer to be
incorporated into this prospectus for purposes of future offers and sales of
debt securities hereunder. Upon interim financial statements and accompanying
management's discussion and analysis being filed by us with and, where required,
accepted by, the Ontario Securities Commission during the currency of this
prospectus, all interim financial statements and accompanying management's
discussion and analysis filed prior to the new interim consolidated financial
statements shall be deemed no longer to be incorporated into this prospectus for
purposes of future offers and sales of debt securities hereunder.
A
prospectus supplement containing the specific terms of an offering of the debt
securities and updated disclosure of earnings coverage ratios, if applicable,
will be delivered to purchasers of such debt securities together with this
prospectus and will be deemed to be incorporated into this prospectus as of the
date of such prospectus supplement but only for purposes of the offering of debt
securities covered by that prospectus supplement.
Information has been incorporated by
reference in this prospectus from documents filed with the Ontario Securities
Commission. Copies of the documents incorporated herein by
reference may be obtained on request without charge from our Corporate
Secretary, Rogers Communications Inc., at 333 Bloor Street East, 10th Floor,
Toronto, Ontario, M4W 1G9, Tel: 416-935-7777. These documents may
also be obtained over the Internet at the Canadian Securities Administrators'
website at www.sedar.com.
We have
filed with the SEC under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), a registration statement on Form F-9
relating to the debt securities and of which this prospectus forms a part. This
prospectus does not contain all of the information contained in the registration
statement, to which reference is made for further information.
In
addition to our continuous disclosure obligations under the securities laws of
the provinces of Canada, we are subject to the informational requirements of the
United States Securities
Exchange Act of 1934, as amended, and, in accordance therewith, file or
furnish reports and other information with or to the SEC. Our recent SEC filings
may be obtained over the Internet at the SEC's website at
www.sec.gov. You may also read and copy any document we file or
furnish with or to the SEC at the public reference facilities maintained by the
SEC at 100 F Street N.E., Washington, D.C. 20549. Please call
1-800-SEC-0330 for further information on the operations of the public reference
facilities and copying charges. Copies of reports and other
information concerning us may be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
This
prospectus (including the documents incorporated by reference herein) includes
"forward-looking information", within the meaning of applicable Canadian
securities laws, and "forward-looking statements", within the meaning of the
United States Private
Securities Litigation Reform Act of 1995 (collectively referred to herein
as "forward-looking information" or "forward-looking statements"), and
assumptions concerning, among other things, the future performance of our
business, operations and financial targets, performance and
condition. This forward-looking information and these assumptions
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, targets, expectations, anticipations, estimates or
intentions. This forward-looking information also includes, but is
not limited to, guidance and forecasts relating to revenue, operating profit,
property, plant and equipment expenditures, free cash flow, expected growth in
subscribers and the services to which they subscribe, the cost of acquiring
subscribers, the deployment of new services, integration costs, and all other
statements that are not historical facts. The words "could",
"expect", "may", "anticipate", "assume", "believe", "intend", "estimate",
"plan", "project", "guidance" and similar expressions are intended to identify
statements containing forward-looking information, although not all
forward-looking statements include such words. Forward-looking
information is based on current objectives, strategies, expectations and
assumptions that we believe to be reasonable at the time, including, but not
limited to, general economic and industry growth rates, currency exchange rates,
product pricing levels and competitive intensity, subscriber growth and usage
rates, changes in government regulation, technology deployment, device
availability, the timing of new product launches, content and equipment costs,
the integration of acquisitions, and industry structure and
stability. Except as otherwise indicated, forward-looking information
in this prospectus does not reflect the potential impact of any non-recurring or
other special items or of any dispositions, monetizations, mergers,
acquisitions, other business combinations or other transactions that may be
considered or announced or may occur after the date the statement containing the
forward-looking information is made.
We
caution that all forward-looking information, including any statement regarding
targets or our current intentions, is inherently subject to change and
uncertainty and that actual results may differ materially from the assumptions,
estimates or expectations reflected in the forward-looking
information. A number of factors could cause our actual results to
differ materially from those in the forward-looking information or could cause
our current objectives and strategies to change, including, but not limited
to:
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economic
conditions,
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technological
change,
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the
integration of acquisitions,
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unanticipated
changes in content or equipment costs,
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changing
conditions in the entertainment, information and communications
industries,
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regulatory
changes,
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litigation
and tax matters,
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the
level of competitive intensity, and
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the
emergence of new
opportunities.
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Many of
these factors are beyond our control and current expectation or knowledge.
Therefore, should one or more of the above risks materialize, should our
objectives or strategies change, or should any other factors underlying the
forward-looking information prove incorrect, our actual results and our plans
and targets may vary significantly from what we currently foresee. Accordingly,
we warn investors to exercise caution when considering any statements containing
forward-looking information and that it would be unreasonable to rely on such
statements as creating any legal rights regarding our future results or plans.
We are under no obligation (and expressly disclaim any such obligation) to
update or alter statements containing forward-looking information or assumptions
whether as a result of new information, future events or otherwise, except as
required by law. Before making any investment decision in respect of the debt
securities and for a detailed discussion of the risks, uncertainties and
environment associated with our business, operations and financial performance
and condition, fully review the disclosure incorporated by reference into and
included in this prospectus, including the risks referenced in the “Risk
Factors” section in this prospectus.
We are a
diversified public Canadian communications and media company. We are engaged in
wireless voice and data communications services through Rogers Wireless,
Canada’s largest wireless provider. Rogers Cable is one of Canada’s largest
providers of cable television services as well as high-speed Internet access,
telephony services and video retailing. Rogers Media Inc. (“Rogers Media”) is
engaged in radio and television broadcasting, televised shopping, magazines and
trade publications, and sports entertainment.
Rogers
Wireless
We are
the largest Canadian wireless communications service provider, serving
approximately 8.4 million retail voice and data subscribers as at
September 30, 2009. We are a facilities-based carrier operating our
wireless networks over a broad, national coverage area, much of which is
interconnected by our own fibre-optic and microwave transmission infrastructure.
Subscribers to our wireless services have access to these services across the
U.S. through roaming agreements with various wireless operators. Our subscribers
also have access to wireless voice and data service internationally through
roaming agreements with other GSM wireless providers.
Rogers
Cable
We are
one of Canada’s largest providers of cable television services as well as
high-speed Internet access, telephony services and video retailing. We provide
this diverse range of services through our highly-clustered and technologically
advanced broadband networks in Ontario, New Brunswick and Newfoundland and
Labrador. Our Cable business is comprised of three segments. Through our Cable
Operations segment we provide basic and digital cable services as well as
high-speed Internet service to residential subscribers. We also offer local
telephone and long-distance services to residential customers with both
voice-over-cable and circuit-switched technologies. Through our Rogers Business
Solutions segment, we offer local and long-distance telephone, enhanced voice
and data services, and IP access to Canadian businesses and governments, as well
as making most of these offerings available on a wholesale basis to other
telecommunications providers. Our Rogers Retail segment operates a retail
distribution chain that offers Rogers branded home entertainment and wireless
products and services. In our Rogers Retail segment, we also offer digital video
disc and video game sales and rentals through Canada’s second largest chain of
video rental stores.
Rogers
Media
Rogers
Media operates our radio and television broadcasting business, our consumer and
trade publishing operations, our televised home shopping service and Rogers
Sports Entertainment, which owns the Toronto Blue Jays and Rogers Centre. The
Broadcasting group at Rogers Media comprises 54 radio stations across Canada, a
number of Canadian conventional and specialty television services and Canada’s
only nationally televised shopping service. This Broadcasting group also holds a
50% interest in a mobile production and distribution joint venture. Rogers
Media’s Publishing group publishes approximately 70 consumer magazines and trade
and professional publications and directories in Canada.
The
following table summarizes our consolidated cash and cash equivalents and our
consolidated capitalization as at September 30, 2009, on an actual basis
and as adjusted to give effect to (i) the issuance on November 4, 2009 of the
5.38% Senior Notes due 2019 (the "2019 Notes") and the 6.68% Senior Notes due
2039 (the "2039 Notes") and (ii) the intended redemption on December 15, 2009 of
all of our outstanding 8.00% Senior Subordinated Notes due 2012. This table
should be read together with our audited consolidated financial statements and
the related notes thereto for the years ended December 31, 2008 and 2007
and our unaudited interim consolidated financial statements and the related
notes thereto as at September 30, 2009 and for the three and nine months
ended September 30, 2009 and 2008, each of which is incorporated by
reference into this prospectus. For the purposes of this table, all U.S. dollar
amounts have been translated into Canadian dollars based on the noon rate of
exchange as reported by the Bank of Canada on September 30, 2009 of US$1.00
= $1.0722.
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September 30, 2009
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|||||||
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Actual
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As Adjusted
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||||||
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(In
millions of Canadian dollars)
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Cash
and cash equivalents
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$ | 168 | $ | 724 | ||||
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Long-term
debt (including current portion):
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||||||||
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Bank
credit facility(1)
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$ | — | $ | — | ||||
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Outstanding Senior Public Debt:(2)(3)
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||||||||
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9.625%
Senior Notes Due 2011
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525 | 525 | ||||||
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7.625%
Senior Notes Due 2011
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460 | 460 | ||||||
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7.25%
Senior Notes Due 2011
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175 | 175 | ||||||
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7.25%
Senior Notes Due 2012
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504 | 504 | ||||||
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7.875%
Senior Notes Due 2012
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375 | 375 | ||||||
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6.25%
Senior Notes Due 2013
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375 | 375 | ||||||
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6.375%
Senior Notes Due 2014
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804 | 804 | ||||||
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5.50%
Senior Notes Due 2014
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375 | 375 | ||||||
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7.50%
Senior Notes Due 2015
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590 | 590 | ||||||
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6.75%
Senior Notes Due 2015
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300 | 300 | ||||||
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5.80%
Senior Notes Due 2016
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1,000 | 1,000 | ||||||
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6.80%
Senior Notes Due 2018
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1,501 | 1,501 | ||||||
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5.38%
Senior Notes Due 2019
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— | 500 | ||||||
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8.75%
Senior Debentures Due 2032
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215 | 215 | ||||||
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7.50%
Senior Notes Due 2038
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375 | 375 | ||||||
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6.68%
Senior Notes Due 2039
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— | 500 | ||||||
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Capital
leases and other
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9 | 9 | ||||||
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8.00%
Senior Subordinated Notes Due 2012(2)(4)
|
429 | — | ||||||
|
Total
long-term debt (including current portion)
|
$ | 8,012 | $ | 8,583 | ||||
|
Shareholders’
equity(5)
|
$ | 4,530 | $ | 4,500 | ||||
|
Total
capitalization
|
$ | 12,542 | $ | 13,083 | ||||
______________
|
(1)
|
RCI has an unsecured revolving bank credit facility that
provides for total commitments of up to Cdn$2.4 billion, subject to
compliance with, among other things, certain financial covenants. RCI’s
obligations under this bank credit facility are guaranteed by Rogers Cable
Communications Inc. ("RCCI") and Rogers Wireless Partnership
("RWP"). For further details in respect of this credit
facility, see Note 14 to our audited consolidated financial
statements as at and for the years ended December 31, 2008 and 2007
and Note 6 to our unaudited interim consolidated financial statements
as at September 30, 2009 and for the three and nine months ended
September 30, 2009 and 2008.
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|
(2)
|
On July 1, 2007, RCI amalgamated with, among other
subsidiaries, its then wholly-owned subsidiaries, Rogers Cable Inc.
(“Cable”) and Rogers Wireless Inc. (“Wireless”), and assumed all of these
subsidiaries’ rights and obligations under their outstanding public debt
indentures. As part of the amalgamation process, on June 29, 2007,
Cable and Wireless released all security provided by bonds issued under
the Cable deed of trust and the Wireless deed of trust for all of the then
outstanding Cable and Wireless senior public debt. As a result, none of
our senior public debt outstanding on that date remains secured by such
bonds effective as of June 29, 2007. For further details in respect
of our public debt, see Note 14 to our audited consolidated financial
statements as at and for the years ended December 31, 2008 and 2007
and Note 6 to our unaudited consolidated financial statements as at
September 30, 2009 and for the three and nine months ended
September 30, 2009 and 2008.
|
|
(3)
|
RCI’s obligations under this senior public debt are guaranteed
by (or are the co-obligations of, as applicable) RCCI and
RWP.
|
|
(4)
|
RCI’s obligations under these subordinated notes are the
co-obligations of RWP and are guaranteed by
RCCI.
|
|
(5)
|
In connection with the issuance of the 2019 Notes and the 2039
Notes on November 4, 2009, RCI incurred costs of approximately
Cdn$6 million in agents’ fees and the expenses relating to the
offering. In connection with the redemption of all of the
US$400 million principal amount of our 8.00% Senior Subordinated
Notes due 2012, RCI will pay a prepayment premium of US$8 million and
will record a non-cash charge of approximately Cdn$29 million at
September 30, 2009 related to the write-off of the fair value of the
associated prepayment option, resulting in an aggregate reduction to the
as adjusted shareholders’ equity of Cdn$30 million, net of tax of
Cdn$13 million.
|
Any net
proceeds that we expect to receive from the issue of debt securities will be set
forth in a prospectus supplement. Unless otherwise specified in the
applicable prospectus supplement, the net proceeds of an offering will be used
for any one or more of debt repayment, working capital, acquisitions or other
general corporate purposes. We may, from time to time, incur
additional debt other than through the issue of debt securities pursuant to this
prospectus.
We may
offer and sell debt securities to or through one or more underwriters or dealers
purchasing as principals, and also may sell debt securities to one or more
purchasers directly or through agents. The distribution of debt securities may
be effected from time to time in one or more transactions at a fixed price or
prices or at non-fixed prices. If offered on a non-fixed price basis, the debt
securities may be offered at market prices prevailing at the time of sale or at
prices related to such prevailing market prices or at prices to be negotiated
with purchasers. The price at which debt securities will be offered
and sold may vary from purchaser to purchaser and during the distribution
period.
The
prospectus supplement with respect to any debt securities being offered will set
forth the terms of the offering of those debt securities,
including:
|
●
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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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●
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any
delayed delivery arrangements,
|
|
|
●
|
any
underwriting discounts or commissions and other items constituting
underwriters' compensation,
|
|
|
●
|
any
offering price (or the manner of determination thereof if offered on a
non-fixed price basis),
|
|
|
●
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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.
|
Only the
underwriters named in a prospectus supplement are deemed to be underwriters in
connection with debt securities offered by that prospectus
supplement.
If so
indicated in the applicable prospectus supplement, we may authorize dealers or
other persons acting as our agents to solicit offers by certain institutions to
purchase the offered debt securities directly from us pursuant to contracts
providing for payment and delivery on a future date. These contracts will be
subject only to the conditions set forth in the applicable prospectus supplement
which will also set forth the commission payable for solicitation of these
contracts.
The debt
securities offered hereby have not been qualified for sale under the securities
laws of any province or territory of Canada (other than the Province of Ontario)
and, unless otherwise provided in the prospectus supplement relating to a
particular issue of debt securities, will not be offered or sold, directly or
indirectly, in Canada or to any resident of Canada except in the Province of
Ontario. The debt securities may not be offered or sold, directly or
indirectly, in Canada or to any resident of Canada in contravention of the
securities laws of any province or territory of Canada. Each
underwriter, dealer or agent participating in the distribution of debt
securities will agree that it will not, directly or indirectly, offer, sell or
deliver any such debt securities purchased by it in connection with that
distribution in Canada or to any resident of Canada in contravention of the
securities laws of any province or territory of Canada.
Under
agreements that may be entered into by us, underwriters, dealers and agents who
participate in the distribution of debt securities may be entitled to
indemnification by us against certain liabilities, including liabilities under
the U.S. Securities Act, or to contributions with respect to payments which such
underwriters, dealers or agents may be required to make in respect thereof. The
underwriters, dealers and agents with whom we enter into agreements may be
customers of, engage in transactions with or perform services for us in the
ordinary course of business.
Unless
otherwise specified in the applicable prospectus supplement, each issue of debt
securities will be a new issue of debt securities with no established trading
market and the debt securities will not be listed on any securities
exchange. In connection with any offering of debt securities, the
underwriters may over-allot or effect transactions which stabilize or maintain
the market price of the debt securities offered at a level above that which
might otherwise prevail in the open market. Such transactions, if
commenced, may be discontinued at any time. Certain underwriters,
dealers or agents may make a market in the debt securities but will not be
obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given that a trading market in debt securities of
any issue will develop or as to the liquidity of any such trading market for
debt securities.
We may
offer unsecured general obligations or secured obligations, which may be senior
(the "senior debt securities") or subordinated (the "subordinated debt
securities"). The senior debt securities and the subordinated debt
securities are together referred to in this prospectus as the "debt
securities". Unless otherwise provided in a prospectus supplement,
the senior debt securities will have the same rank as all our other
unsubordinated debt. The subordinated debt securities may be senior
or junior to, or rank pari passu with, our other subordinated obligations and
will be entitled to payment only after payment on our senior
indebtedness. Any debt securities we sell under this prospectus must
be, at the time of sale, investment grade securities, as defined in General
Instruction I.A to Form F-9, as promulgated from time to time by the SEC, and
will not be convertible for a period of at least one year from the time of
sale.
The
senior debt securities and the subordinated debt securities may be issued under
the base indenture (the "base indenture") between us and The Bank of New York
Mellon, as trustee, dated as of August 6, 2008, as supplemented by one or more
supplemental indentures. The base indenture is attached as an exhibit
to the registration statement of which this prospectus forms a
part. When we issue debt securities, the terms and provisions that
are particular to those securities will be set forth in a supplemental
indenture. When we refer to the "indenture" in this prospectus in
respect of a particular series of debt securities, we are referring to the base
indenture, as supplemented by the supplemental indenture applicable to such
series. The following summary is of certain provisions of the base
indenture and certain general features of the debt securities and this summary
does not purport to be complete and is subject to, and is qualified in its
entirety by reference to, all the provisions of the base indenture and the
provisions of the United States Trust Indenture Act of 1939
(the "TIA"), as amended.
The
following description of the terms of the debt securities sets forth certain
general terms and provisions. The particular terms of debt securities
offered by any prospectus supplement and the extent, if any, to which such
general terms and provisions may apply to those debt securities will be
described in the related prospectus supplement. Accordingly, for a
description of the terms of a particular issue of debt securities, reference
must be made to both the related prospectus supplement and to the following
description. Prospective investors should rely on information in the
applicable prospectus supplement if it is different from the following
information. In this description, the words we, us, our, RCI and
Rogers Communications Inc. refer to Rogers Communications Inc. (or its
successors, if any, under the indenture) and not any of its
subsidiaries.
General
The debt
securities may be issued in one or more series as may be authorized from time to
time. Reference is made to the applicable prospectus supplement for
the particular terms of the debt securities being offered, including, where
applicable:
|
(a)
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the
title of that series,
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|
|
(b)
|
any
limit on the amount that may be issued in respect of that
series,
|
|
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(c)
|
whether
or not we will issue the series of debt securities in global form and, if
so, who the depository will be,
|
|
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(d)
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the
maturity date,
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|
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(e)
|
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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(f)
|
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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(g)
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whether
or not the debt securities will be secured or unsecured, and the terms of
any security provided,
|
|
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(h)
|
any
guarantees, including the terms of any such
guarantees,
|
|
(i)
|
the
ranking of the debt securities of any series relative to our other debt
and the terms of the subordination of any series of subordinated debt
securities,
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(j)
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the
place where payments will be payable,
|
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(k)
|
our
right, if any, to defer payment of interest and the maximum length of any
such deferral period,
|
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(l)
|
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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(m)
|
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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(n)
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whether
the applicable supplemental indenture will provide for any covenants or
events of default in addition to, or that are different from, those
provided in the base indenture,
|
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(o)
|
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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(p)
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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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(q)
|
the
denominations in which we will issue the series of debt securities,
and
|
|
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(r)
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any
other specific material terms, preferences, rights or limitations of, or
restrictions on, the series of debt
securities.
|
Unless
otherwise provided in the applicable prospectus supplement, any guarantee in
respect of debt securities would fully and unconditionally guarantee the payment
of the principal of, and interest and premium, if any, on, such debt securities
when such amounts become due and payable, whether at maturity thereof or by
acceleration, notice of redemption or otherwise. In addition, if
there is more than one guarantor for any debt securities, the guarantees would
be joint and several as between the guarantors. We expect any
guarantee provided in respect of senior debt securities would constitute a
senior, unsecured obligation of the applicable guarantor. Other debt
securities that we may issue also may be guaranteed and the terms of such
guarantees (including any subordination) would be described in the applicable
prospectus supplement and set forth the applicable supplemental
indenture. If any debt securities are to be guaranteed, we expect
that RCCI, an Ontario corporation, and RWP, an Ontario partnership would be the
guarantors. RCCI and RWP are our wholly-owned
subsidiaries.
One or
more series of debt securities may be sold at a discount below or premium above
their stated principal amount, bearing no interest or interest at a rate which
at the time of issuance is below or above market rates. One or more
series of debt securities may be variable rate debt securities that may be
exchanged for fixed rate debt securities.
Debt
securities may be issued where the amount of principal and/or interest payable
is determined by reference to one or more currency exchange rates, commodity
prices, equity indices, securities, instruments, loans or other
factors. Holders of such securities may receive a principal amount or
a payment of interest that is greater than or less than the amount of principal
or interest otherwise payable on such dates, depending upon the value of the
applicable currencies, commodities, equity indices, securities, instruments,
loans or other factors. Information as to the methods for determining
the amount of principal or interest, if any, payable on any date, and the
currencies, commodities, equity indices, securities, instruments, loans or other
factors to which the amount payable on such date is linked, will be set forth in
the applicable prospectus supplement.
The term
debt securities includes debt securities denominated in Canadian dollars, U.S.
dollars or, if specified in the applicable prospectus supplement, in any other
freely transferable currency or units based on or relating to foreign
currencies.
We expect
most debt securities to be issued in fully registered form without coupons and
in denominations of Cdn$1,000 or US$1,000 and any integral multiple
thereof. Subject to the limitations provided in the indenture and
except as otherwise provided in the applicable prospectus supplement, debt
securities which are issued in registered form may be transferred or exchanged
at the office of the trustee maintained in the Borough of Manhattan, The City of
New York or the principal corporate trust office of the trustee, without the
payment of any service charge, other than any tax or other governmental charge
payable in connection therewith.
Optional
Redemption
The debt
securities will be redeemable, in whole or in part, at the option of RCI at any
time at a redemption price specified in the applicable prospectus
supplement.
Notice of
any redemption will be given at least 30 days but not more than 60 days before
the redemption date to each holder of the debt securities to be
redeemed.
Unless
RCI defaults in payment of the redemption price, on and after the redemption
date, interest will cease to accrue on the debt securities or portions of the
debt securities called for redemption.
In the
case of a partial redemption of debt securities, selection of debt securities
from such series for redemption will be made on a pro rata basis. If
any debt security is redeemed in part, the notice of redemption relating to such
debt security shall state the portion of the principal amount thereof to be
redeemed; provided that no debt security in an aggregate principal amount of
Cdn$1,000 or US$1,000, as the case may be, or less shall be redeemed in
part. A replacement debt security in principal amount equal to the
unredeemed portion thereof will be issued in the name of the holder thereof upon
cancellation of the original debt security.
Redemption
Upon Changes in Withholding Taxes
Each
series of debt securities will also be subject to redemption as a whole, but not
in part, at the option of RCI at any time, on not less than 30 nor more than 60
days’ prior written notice, at 100% of the principal amount, together with
accrued interest thereon to the redemption date, in the event RCI has become or
would become obligated to pay, on the next date on which any amount would be
payable with respect to such series of debt securities, any Additional Amounts
with respect to such series of debt securities as a result of a change in the
laws (including any regulations promulgated thereunder) or treaties of Canada
(or any political subdivision or taxing authority thereof or therein), or any
change in any official position regarding the application or interpretation of
such laws, regulations or treaties, which change is announced or becomes
effective on or after the date of issuance of such series. See the
subsection entitled “— Additional Amounts”.
Convertible
Debt Securities
The
prospectus supplement will describe, if applicable, the terms on which the debt
securities will be convertible into equity of RCI. The prospectus
supplement will describe how the number of shares of RCI to be received would be
calculated and the anti-dilution protections, if any. No debt
securities will be convertible for a period of at least one year from the time
of sale.
Certain
Definitions
Set forth
below is a summary of certain of the defined terms used in the base
indenture. Reference is made to the base indenture for the full
definition of all such terms.
“Affiliate”
means, with respect to any specified Person, any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this
definition, “control” when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms “controlling” and “controlled” have meanings
correlative to the foregoing.
“Capital
Lease Obligation” means, with respect to any Person, an obligation incurred or
assumed in the ordinary course of business under or in connection with any
capital lease of real or personal property which, in accordance with GAAP, has
been recorded as a capitalized lease.
“Capital
Stock” means, with respect to any Person, any and all shares, interests,
participations or equivalents (however designated) of such Person’s capital
stock whether now outstanding or issued after the date of the indenture,
including, without limitation, all common stock and preferred
stock.
“Commission”
means the United States Securities and Exchange Commission, as from time to time
constituted, created under the Exchange Act, or if at any time after the
execution of the base indenture such Commission is not existing and performing
the duties now assigned to it under the TIA, then the body performing such
duties at such time.
“Debt”
means, with respect to any Person, without duplication and (except as provided
in clause (ii) below) without regard to any interest component thereof (whether
actual or imputed) that is not yet due and payable:
(i) money
borrowed (including, without limitation, by way of overdraft) or indebtedness
represented by notes payable and drafts accepted representing extensions of
credit;
(ii) the
face amount of any drafts of a corporation in Canadian dollars and accepted by a
Canadian lender for discount in Canada;
(iii) all
obligations (whether or not with respect to the borrowing of money) which are
evidenced by bonds, debentures, notes or other similar instruments or not so
evidenced but which would be considered to be indebtedness for borrowed money in
accordance with GAAP;
(iv) all
liabilities upon which interest charges are customarily paid by such
Person;
(v) shares
of Disqualified Stock not held by RCI or a wholly-owned Restricted
Subsidiary;
(vi) Capital
Lease Obligations and Purchase Money Obligations, determined in each case in
accordance with GAAP; and
(vii) any
guarantee (other than by endorsement of negotiable instruments for collection or
deposit in the ordinary course of business) in any manner of any part or all of
an obligation included in clauses (i) through (vi) above;
provided
that “Debt” shall not include (A) trade payables and accrued liabilities which
are current liabilities incurred in the ordinary course of business and, (B)
except as otherwise expressly provided in the indenture, Inter-Company
Subordinated Debt.
“Default”
means, with respect to a series of debt securities, any event that is, or after
notice or passage of time or both would be, an Event of Default with respect to
such series.
“Disqualified
Stock” means, for any series of debt securities, any Capital Stock of RCI or any
Restricted Subsidiary which, by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable at the option of the
holder) or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder thereof, in whole or in part, on or prior to the
maturity date of the applicable series of debt securities for cash or securities
constituting Debt. For purposes of this definition, the term “Debt”
includes Inter-Company Subordinated Debt.
“Exchange
Act” means the United States Securities Exchange Act of
1934, as amended, and as in force at the date as of which the indenture
is executed.
“Generally
Accepted Accounting Principles” or “GAAP” means generally accepted accounting
principles, in effect in Canada, as established by the Canadian Institute of
Chartered Accountants and as applied from time to time by RCI in the preparation
of its consolidated financial statements.
“Government
Obligations” means direct obligations of, or obligations of a Person the timely
payment of which is unconditionally guaranteed by, the government that issued
any of the currencies in which the applicable series of debt securities are
payable, and that are not subject to prepayment, redemption or call at the
option of the issuer thereof, and shall also include a depository receipt issued
by a bank (as defined in Section 3(a)(2) of the U.S. Securities Act), as
custodian with respect to any such obligation or obligations or a specific
payment of principal of or interest on any account of the holder of such
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of principal of or interest on
the Government Obligation evidenced by such depository receipt.
“Inter-Company
Subordinated Debt” means, for any series of debt securities, all indebtedness of
RCI or any of the Restricted Subsidiaries (except from one to the other) for
money borrowed from Rogers Entities and under which payments by RCI or such
Restricted Subsidiary, as the case may be, with respect thereto are subordinated
to such debt securities in the manner and to the extent set forth in Exhibit A
to the base indenture and in respect of which the agreement or instrument
evidencing such indebtedness contains or incorporates by reference provisions
substantially in the form of Exhibit A to the base indenture for the benefit of
the trustee and the holders of such debt securities.
“Person”
means any individual, corporation, partnership, joint venture, limited liability
company, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof, or any other
entity.
“Purchase
Money Obligations” means, with respect to any Person, obligations, other than
Capital Lease Obligations, incurred or assumed in the ordinary course of
business in connection with the purchase of property to be used in the business
of such Person.
“Restricted
Subsidiary” means any Subsidiary of RCI other than an Unrestricted
Subsidiary.
“Rogers
Entities” means RCI and its Affiliates.
“Shareholders’
Equity” means the aggregate amount of shareholders’ equity (including but not
limited to share capital, contributed surplus and retained earnings) of RCI as
shown on the most recent annual audited or quarterly unaudited consolidated
balance sheet of RCI and computed in accordance with GAAP.
“Stated
Maturity” means, with respect to any series of debt securities or any
installment of interest thereon, the date specified in such series as the fixed
date on which the principal of such series of debt securities or such
installment of interest is due and payable.
“Subsidiary”
means any firm, partnership, corporation or other legal entity in which RCI, RCI
and one or more Subsidiaries, or one or more Subsidiaries owns, directly or
indirectly, a majority of the Voting Shares or has, directly or indirectly, the
right to elect a majority of the board of directors, if it is a corporation, or
the right to make or control its management decisions, if it is some other
Person.
“Unrestricted
Subsidiary” means (i) any Subsidiary of RCI that at the time of determination
shall be designated an Unrestricted Subsidiary in accordance with the provisions
of the applicable supplemental indenture and (ii) any Subsidiary of an
Unrestricted Subsidiary.
“Voting
Shares” means any Capital Stock having voting power under ordinary circumstances
to vote in the election of a majority of the directors of a corporation
(irrespective of whether or not at the time stock of any other class or classes
shall have or might have voting power by reason of the happening of any
contingency).
Certain
Covenants
The
following describes certain covenants contained in the base
indenture. The base indenture also contains certain
covenants not described herein. To the extent any additional or
different covenants will apply to a particular series of debt securities, such
covenants will be set forth in the supplemental indenture relating to such
series of debt securities and described in the applicable prospectus
supplement.
Provision
of Financial Information
RCI shall
supply without cost to each holder of the debt securities, and file with the
trustee within 30 days after RCI is required to file the same with the
Commission, copies of the annual reports and quarterly reports and of the
information, documents and other reports which RCI may be required to file with
the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange
Act.
If RCI is
not required to file with the Commission such reports and other information,
unless otherwise indicated in the applicable prospectus supplement, RCI will
furnish without cost to each holder of the debt securities and file with the
trustee (i) within 120 days after the end of each fiscal year, its
audited year-end financial statements prepared in accordance with GAAP and
substantially in the form prescribed by applicable Canadian regulatory
authorities for Canadian public reporting companies (whether or not RCI is a
public reporting company at the time), (ii) within 60 days after the end of
each of the first three fiscal quarters of each fiscal year, its interim
unaudited financial statements for such fiscal quarter prepared in accordance
with GAAP and substantially in the form prescribed by applicable Canadian
regulatory authorities for Canadian public reporting companies (whether or not
RCI is a public reporting company at the time). RCI shall also make such reports
available to prospective purchasers of the debt securities, securities analysts
and broker-dealers upon their request.
Mergers,
Amalgamations and Sales of Assets by RCI
RCI may
not consolidate or amalgamate with or merge with or into any other Person or
convey, transfer, lease or otherwise dispose of its properties and assets
substantially as an entirety to any Person by liquidation, winding-up or
otherwise (in one transaction or a series of related transactions) unless: (a)
either (1) RCI shall be the continuing corporation or (2) the Person (if other
than RCI) formed by such consolidation or amalgamation or into which RCI is
merged or the Person which acquires by conveyance, transfer, lease or other
disposition the properties and assets of RCI substantially as an entirety (i)
shall be a corporation, company, partnership or trust organized and validly
existing under (A) the federal laws of Canada or the laws of any Province
thereof or (B) the laws of the United States or any State thereof or the
District of Columbia, and (ii) shall assume by operation of law or expressly
assume, by a supplemental indenture with respect to all debt securities of each
series outstanding under the indenture, all of the obligations of RCI under such
debt securities; and (b) immediately after giving effect to such transaction
(and, to the extent applicable to any additional covenants of a particular
series of debt securities, treating any Debt which becomes an obligation of RCI
or a Subsidiary in connection with or as a result of such transaction as having
been incurred at the time of such transaction), no Default or Event of Default
shall have occurred and be continuing.
In the
event of any transaction described in and complying with the conditions listed
in the immediately preceding paragraph in which RCI is not the continuing
corporation, the successor or continuing Person formed or remaining will succeed
to, and be substituted for, and may exercise every right and power of, RCI under
the indenture, and thereafter RCI will, except in the case of a lease, be
discharged from all obligations and covenants under the indenture and the
outstanding debt securities of each series.
Events
of Default
Unless
otherwise indicated in the applicable prospectus supplement of a particular
series of debt securities, an Event of Default will occur with respect to a
series of debt securities if:
|
(a)
|
there
shall be a failure to pay when due the principal of (or any applicable
redemption price of) any of the debt securities of such series;
or
|
|
|
(b)
|
there
shall be 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
|
|
|
(c)
|
RCI
or any Restricted Subsidiary shall fail to perform or observe any other
covenant contained in the base indenture or the supplemental indenture
applicable to such series of debt securities for a period of 60 days after
written notice of such failure shall have 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
|
|
|
(d)
|
(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
|
|
|
(e)
|
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
|
|
|
(f)
|
certain
events of bankruptcy, insolvency or reorganization affecting RCI or any
Restricted Subsidiary shall occur.
|
Except as
otherwise provided in the applicable prospectus supplement, if an Event of
Default (other than an Event of Default specified in clause (f) above) occurs
and is continuing in respect of any series of debt securities, the trustee or
the holders of not less than 25% in aggregate principal amount of the
outstanding debt securities of such affected series may declare the principal of
all outstanding debt securities of such series due and payable. If an
Event of Default specified in clause (f) above occurs and is continuing in
respect of a series of debt securities, then the principal of all outstanding
debt securities of such series will become due and payable without any
declaration or other act on the part of the trustee or any holder of such
series.
At any
time after a declaration of acceleration with respect to a series of debt
securities has been made, but before a judgment or decree for payment of the
money due has been obtained by the trustee, the holders of a majority in
aggregate principal amount of the outstanding debt securities of such affected
series acting in writing may, on behalf of the holders of all the debt
securities of such individual series, rescind and annul such declaration of
acceleration and its consequences if (a) RCI has paid or deposited, or caused to
be paid or deposited, with the trustee a sum sufficient to pay (i) all sums paid
or advanced by the trustee with respect to such series of debt securities and
the reasonable compensation, expenses, disbursements and advances of the
trustee, its agents and counsel, (ii) the principal of, and interest, premium or
other amounts, if any, on, any debt securities of such series that have become
due and payable otherwise than by such declaration of acceleration, and (iii) to
the extent provided in the applicable prospectus supplement and to the extent
that payment of such interest is lawful, interest upon overdue interest at the
rate provided for such purpose in the prospectus supplement for such series; and
(b) all Events of Default, other than the nonpayment of principal of, or
interest, premium or other amounts, if any, on, the debt securities of such
series which have become due solely by such declaration of acceleration, have
been cured or waived.
The base
indenture contains a provision entitling the trustee to be funded and
indemnified by the holders of debt securities of the applicable series before
proceeding to exercise any right or power under the indenture at the request or
direction of such holders. Subject to such provisions for funding and
indemnification of the Trustee and certain other limitations and conditions
contained in the base indenture, the base indenture provides that the
holders of a majority in aggregate principal amount of outstanding debt
securities of the applicable series may direct the time, method and place of
conducting any proceeding for any remedy available to the trustee or exercising
any trust or power conferred upon the trustee under the
indenture. The base indenture provides that no holder of debt
securities of any series may pursue a remedy with respect to the indenture
except under certain circumstances where the trustee has failed to
act.
During
the existence of an Event of Default, the trustee is required to exercise such
rights and powers vested in it under the indenture and use the same degree of
care and skill in its exercise as a prudent person would exercise under the
circumstances in the conduct of such person’s own affairs.
RCI will
be required to furnish to the trustee annually a statement as to any default by
RCI in the performance and observance of its obligations under the
indenture.
Defeasance
and Covenant Defeasance of Indenture
Unless
otherwise indicated in the relevant prospectus supplement of a particular series
of debt securities, RCI may, at its option, and at any time, elect to have the
obligations of RCI (and any applicable guarantors) discharged with respect to
all outstanding debt securities or all outstanding debt securities of any series
(“defeasance”). Such defeasance means that RCI (and any such
guarantors) shall be deemed to have paid and discharged the entire indebtedness
represented by the applicable outstanding debt securities and to have satisfied
its other obligations under the indenture with respect to those debt securities,
except for (i) the rights of holders of such outstanding debt securities to
receive, solely from the trust fund described in the paragraph below, payments
in respect of the principal of (and premium, if any) and interest on such debt
securities when such payments are due, (ii) RCI’s obligations under the
indenture with respect to such debt securities relating to the issuance of
temporary debt securities, the registration, transfer and exchange of debt
securities, the replacement of mutilated, destroyed, lost or stolen debt
securities, the payment of Additional Amounts, the maintenance of any office or
agency for payments in respect of such debt securities, the holding of money for
security payments in trust and statements as to compliance with such indenture,
(iii) RCI’s obligations under the indenture in connection with the rights,
powers, trusts, duties and immunities of the trustee, (iv) the defeasance
provisions of the indenture and (v) RCI’s right of redemption in the event of
Additional Amounts becoming payable under certain circumstances. In
addition, RCI may, at its option and at any time, elect to be released from its
obligations (and to release any applicable guarantors from their obligations)
with respect to certain covenants in respect of any series of debt securities
under the indenture (including those described under the subsections entitled
“—Provision of Financial Information” and “—Mergers, Amalgamations and Sales of
Assets by RCI”) and any and all additional and different covenants identified in
the applicable prospectus supplement of such series of debt securities (unless
otherwise indicated in such prospectus supplement) (“covenant defeasance”) and
any omission to comply with such obligations thereafter shall not constitute a
Default or an Event of Default with respect to such series of debt
securities. In the event covenant defeasance occurs in respect of a
series, the events (excluding failure to pay and bankruptcy and insolvency
events) described under the subsection entitled “—Events of Default”, as well as
any additional and different Events of Default specified in the prospectus
supplement of such series, will no longer constitute Events of Default with
respect to the debt securities of such series.
In order
to exercise either defeasance or covenant defeasance, (i) RCI must irrevocably
deposit with the trustee, in trust, cash in the currency or currencies in which
such debt securities are payable, certain Government Obligations, or a
combination thereof in such amounts as will be sufficient, in the opinion of a
nationally recognized firm of independent public accountants or chartered
accountants, to pay the principal of (and premium, if any, on) and interest on
the outstanding debt securities of such series on the Stated Maturity (or
redemption date, if applicable) of such principal (and premium, if any) or
installment of interest; (ii) in the case of defeasance, RCI shall have
delivered to the trustee an opinion of counsel in the United States stating that
(x) RCI has received from, or there has been published by, the Internal Revenue
Service a ruling or (y) since the date of the applicable supplemental indenture
with respect to a series of debt securities, there has been a change in the
applicable U.S. federal income tax law, in either case to the effect that, and
based thereon such opinion of counsel shall confirm that, the holders of the
outstanding debt securities of such series will not recognize income, gain or
loss for U.S. federal income tax purposes as a result of such defeasance and
will be subject to U.S. federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such defeasance had
not occurred; (iii) in the case of covenant defeasance, RCI shall have delivered
to the trustee an opinion of counsel in the United States to the effect that the
holders of the outstanding debt securities of such series will not recognize
income, gains or loss for U.S. federal income tax purposes as a result of such
covenant defeasance and will be subject to U.S. federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such covenant defeasance had not occurred; (iv) in the case of defeasance or
covenant defeasance, RCI shall have delivered to the trustee an opinion of
counsel in Canada to the effect that holders of the outstanding debt securities
of such series will not recognize income, gain or loss for Canadian federal or
provincial income tax or other tax (including withholding tax) purposes as a
result of such defeasance or covenant defeasance, as applicable, and will be
subject to Canadian federal or provincial income tax and other tax (including
withholding tax) on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance or covenant defeasance, as
applicable, had not occurred (which condition may not be waived by any holder or
the trustee); and (v) RCI must comply with certain other
conditions.
Additional
Amounts
All
payments made by RCI under or with respect to the debt securities will be made
free and clear of and without withholding or deduction for or on account of any
present or future tax, duty, levy, impost, assessment or other governmental
charge imposed or levied by or on behalf of the Government of Canada or of any
province or territory thereof or by any authority or agency therein or thereof
having power to tax (hereinafter “Taxes”), unless RCI is required to withhold or
deduct Taxes by law or by the interpretation or administration
thereof. If RCI is so required to withhold or deduct any amount for
or on account of Taxes from any payment made under or with respect to the debt
securities, RCI will pay as interest such additional amounts (“Additional
Amounts”) as may be necessary so that the net amount received by each holder of
such debt securities in respect of a beneficial owner (including Additional
Amounts) after such withholding or deduction will not be less than the amount
such holder would have received in respect of the beneficial owner if such Taxes
had not been withheld or deducted; provided that no Additional
Amounts will be payable with respect to a payment made to a holder of debt
securities in respect of a beneficial owner (each an “Excluded Person”)
(i) with which RCI does not deal at arm’s length (within the meaning of
the Income Tax
Act (Canada)) at the time of making such payment,
(ii) which is subject to such Taxes by reason of its being connected with
Canada or any province or territory thereof otherwise than by the acquisition or
mere holding of debt securities or the receipt of payments thereunder, (iii)
which is subject to such Taxes by reason of its failure to comply with any
certification, identification, documentation or other reporting requirements if
compliance is required by law, regulation, administrative practice or an
applicable treaty as a pre-condition to exemption from, or a reduction in the
rate of deduction or withholding of, such Taxes, (iv) if the debt
securities are presented for payment more than 15 days after the date on
which such payment or such debt securities became due and payable or the date on
which payment thereof is duly provided for, whichever is later (except to the
extent that the holder would have been entitled to such Additional Amounts had
the debt securities been presented on the last day of such 15-day period) or
(v) to the extent that such withholding is imposed on a payment to a holder
or beneficial owner who is an individual pursuant to European Union Directive
2003/48/EC on the taxation of savings or any law implementing or complying with,
or introduced in order to conform to, such Directive. RCI will also
(a) make such withholding or deduction and (b) remit the full amount
deducted or withheld to the relevant authority in accordance with applicable
law. Upon the written request of a holder of debt securities, RCI
will furnish, as soon as reasonably practicable, to such holder of debt
securities certified copies of tax receipts evidencing such payment by
RCI. RCI will indemnify and hold harmless each holder of debt
securities in respect of a beneficial owner (other than an Excluded Person) and,
upon written request of any holder of debt securities (other than an Excluded
Person), reimburse such holder for the amount of (i) any such Taxes so
levied or imposed and paid by such holder as a result of any failure of RCI to
withhold, deduct or remit to the relevant tax authority, on a timely basis, the
full amounts required under applicable law; and (ii) any such Taxes so
levied or imposed with respect to any reimbursement under the foregoing
clause (i), so that the net amount received by such holder in respect of a
beneficial owner after such reimbursement would not be less than the net amount
such holder would have received in respect of the beneficial owner if such taxes
on such reimbursement had not been imposed.
At least
30 days prior to each date on which any payment under or with respect to
the debt securities is due and payable, if RCI will be obligated to pay
Additional Amounts with respect to such payment, RCI will deliver to the trustee
an officer’s certificate stating the fact that such Additional Amounts will be
payable, stating the amounts so payable and setting forth such other information
necessary to enable the trustee, on behalf of the Company, to pay such
Additional Amounts to holders of debt securities on the payment
date. Whenever in the indenture there is mentioned, in any context,
the payment of principal (and premium, if any), redemption price, interest or
any other amount payable under or with respect to any debt securities, such
mention shall be deemed to include mention of the payment of Additional Amounts
to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof.
In the
event that RCI has become or would become obligated to pay, on the next date on
which any amount would be payable under or with respect to the debt securities
of either series, any Additional Amounts as a result of certain changes
affecting Canadian withholding tax laws, RCI may redeem all, but not less than
all, the debt securities of such series at any time at 100% of the principal
amount, together with accrued interest thereon to the redemption
date. See the subsection entitled “— Redemption Upon Changes in
Withholding Taxes”.
Modification
and Waiver
Modifications
and amendments to the indenture, including to any supplemental indenture
relating to a series of debt securities, or the particular terms and conditions
of any series of debt securities may be made by RCI (and any applicable
guarantors) and the trustee, and will be made by the trustee on the request of
RCI, with the consent of the holders of not less than a majority in aggregate
principal amount of outstanding debt securities of each such series issued under
the indenture to which such modification or amendment will apply; provided,
however, that no such modification or amendment may, without the consent of the
holder of each outstanding debt security of such series affected thereby: (i)
change the Stated Maturity of the principal of, or any installment of interest
on, any such debt security, or reduce the principal amount thereof or the rate
of interest thereon, or reduce the redemption price thereof, or change the coin
or currency in which any such debt security or any premium or the interest
thereon is payable, or impair the right to institute suit for the enforcement of
any such payment after the Stated Maturity thereof (or, in the case of
redemption, on or after the applicable redemption date); (ii) reduce the
percentage in principal amount of outstanding debt securities of such series,
the consent of whose holders is necessary to amend or waive compliance with
certain provisions of the base indenture or the supplemental indenture
applicable to such series or to waive certain Defaults; or (iii) modify any of
the provisions relating to the modification or amendment of the base indenture
or the particular terms and conditions of such series which provisions require
the consent of holders of outstanding debt securities of such series or relating
to the waiver of past Defaults, except to increase the percentage of outstanding
debt securities of such series the consent of whose holders is required for such
actions or to provide that certain other provisions of the base indenture or the
supplemental indenture applicable to such series cannot be modified or waived
without the consent of the holder of each debt security of such series affected
thereby.
In
addition, modifications and amendments to the indenture or the particular terms
and conditions of any series of debt securities may be made by RCI (and any
applicable guarantors) and the trustee without the consent of any holders of
debt securities in order to, among other things, (i) provide certain additional
rights or benefits to the holders of any series of debt securities, (ii) cure
any ambiguity or correct or supplement any defective or inconsistent provision
or make any other change to the indenture or a series of debt securities,
provided, in each case, that such modification or amendment does not adversely
affect the interests of the holders of debt securities of any such series in any
material respect, and (iii) give effect to any direction or other act of the
holders of a series of debt securities permitted to be given, made or taken
under the indenture.
Any
modification or amendment to the indenture or the particular terms and
conditions of a series of debt securities that is permitted or authorized for a
particular series will be binding on all holders of debt securities of that
series notwithstanding whether a particular holder has approved it and, except
as otherwise provided in any required approval for such modification or
amendment, regardless of whether the holders of any other affected series of
debt securities has approved it.
The
holders of a majority in aggregate principal amount of the outstanding debt
securities of any affected series may, on behalf of all holders of the debt
securities of such series, waive RCI’s compliance with certain covenants and
other provisions of the base indenture that apply to such series and the
supplemental indenture applicable to such series, including any existing Default
or Event of Default and its consequences under the base indenture and such
supplemental indenture other than a Default or Event of Default (i) in the
payment of interest (or premium, if any) on, or the principal of, the debt
securities of that series or (ii) in respect of a covenant or other provision
that cannot be modified or amended without the consent of the holders of each
outstanding debt security of that series.
Global
Securities
We expect
the following provisions to apply to all debt securities.
The debt
securities of a series may be issued in whole or in part in the form of one or
more global securities that will be deposited with, or on behalf of, a
depositary (the “depositary”) identified in the prospectus
supplement. Global securities will be issued in registered form and
in either temporary or definitive form. Unless and until it is
exchanged in whole or in part for the individual debt securities, a global
security may not be transferred except as a whole by the depositary for such
global security to a nominee of such depositary or by a nominee of such
depositary to such depositary or another nominee of such depositary or by such
depositary or any such nominee to a successor of such depositary or a nominee of
such successor.
The
specific terms of the depositary arrangement with respect to any debt securities
of a series and the rights of and limitations upon owners of beneficial
interests in a global security will be described in the prospectus
supplement. We expect that the following provisions will generally
apply to depositary arrangements.
Upon the
issuance of a global security, the depositary for such global security or its
nominee will credit, on its book-entry registration and transfer system, the
respective principal amounts of the individual debt securities represented by
such global security to the accounts of persons that have accounts with such
depositary. Such accounts shall be designated by the dealers,
underwriters or agents with respect to the debt securities or by us if such debt
securities are offered and sold directly by us. Ownership of
beneficial interests in a global security will be limited to persons that have
accounts with the applicable depositary (“participants”) or persons that may
hold interests through participants. Ownership of beneficial
interests in such global security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the applicable
depositary or its nominee with respect to interests of participants and the
records of participants with respect to interests of persons other than
participants. The laws of some states require that certain purchasers
of securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair the ability to transfer
beneficial interests in a global security.
So long
as the depositary for a global security, or its nominee, is the registered owner
of a global security, except as required by law, such depositary or such
nominee, as the case may be, will be considered the sole owner or holder of the
debt securities represented by that global security for all purposes under the
indenture governing those debt securities. Except as provided below,
owners of beneficial interests in a global security will not be entitled to have
any of the individual debt securities of the series represented by that global
security registered in their names, will not receive or be entitled to receive
physical delivery of any debt securities of such series in definitive form and
will not be considered the owners or holders thereof under the indenture
governing such debt securities.
Payments
of principal, premium, if any, and interest, if any, on individual debt
securities represented by a global security registered in the name of a
depositary or its nominee will be made to the depositary or its nominee, as the
case may be, as the registered owner of the global security representing the
debt securities. None of RCI, the trustee for the debt securities or
any paying agent or registrar for the debt securities will have any
responsibility or liability for any aspect of the records relating to or
payments made by the depositary or any participants on account of beneficial
ownership interests in the global security for the debt securities or for
maintaining, supervising or reviewing any records relating to such beneficial
ownership interests.
We expect
that the depositary for a series of debt securities or its nominee, upon receipt
of any payment of principal, premium or interest in respect of a global security
representing the debt securities, immediately will credit participants’ accounts
with payments in amounts proportionate to their respective beneficial interests
in the principal amount of such global security for the debt securities as shown
on the records of the depositary or its nominee. We also expect that
payments by participants to owners of beneficial interests in a global security
held through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in street name. Such payments
will be the responsibility of such participants.
If the
depositary for a series of debt securities is at any time unwilling, unable or
ineligible to continue as depositary and a successor depositary is not appointed
by us within 90 days, we will issue definitive debt securities of that series in
exchange for the global security or securities representing that series of debt
securities. In addition, we may at any time and in our sole
discretion, subject to any limitations described in the prospectus supplement
relating to the debt securities, determine not to have any debt securities of a
series represented by one or more global securities, and, in such event, will
issue definitive debt securities of that series in exchange for the global
security or securities representing that series of debt securities. A
global security for a series of debt securities will also be exchangeable for
definitive debt securities in the event that an Event of Default in respect of
such series shall occur and be continuing. If definitive debt
securities are issued, an owner of a beneficial interest in a global security
will be entitled to physical delivery of definitive debt securities of the
series represented by that global security equal in principal amount to that
beneficial interest and to have the debt securities registered in its
name.
Concerning
the Trustee
The Bank
of New York Mellon is the trustee under the indenture.
Governing
Law
The
indenture, any supplemental indentures and the debt securities will be governed
by and construed in accordance with the laws of the State of New
York.
Enforceability
of Judgments
Since
substantially all of the assets of RCI are located outside the United States,
any judgment obtained in the United States against RCI, including judgments with
respect to the payment of principal or redemption price on the debt securities,
may not be collectible within the United States. RCI has been
informed by its Canadian counsel, Davies Ward Phillips & Vineberg LLP, that,
under the laws of the Province of Ontario and the federal laws of Canada
applicable in that province (collectively, “Applicable Laws”), a court of
competent jurisdiction in the Province of Ontario (an “Ontario Court”) would
give a judgment based upon a final and conclusive in personam judgment of a
court exercising jurisdiction in the State of New York (“New York Court”) for a
sum certain, obtained against RCI with respect to a claim arising out of the
indenture and the debt securities (a “New York Judgment”), without
reconsideration of the merits (a) provided that (i) an action to enforce the New
York Judgment is commenced in the Ontario Court within any applicable limitation
period; (ii) the Ontario Court has discretion to stay or decline to hear an
action on the New York Judgment if the New York Judgment is under appeal or
there is another subsisting judgment in any jurisdiction relating to the same
cause of action as the New York Judgment; (iii) the Ontario Court will render
judgment only in Canadian dollars; and (iv) an action in the Ontario Court on
the New York Judgment may be affected by bankruptcy, insolvency or other laws
affecting the enforcement of creditors’ rights generally; and (b) subject to the
following defenses: (i) that the New York Judgment was obtained by fraud or in a
manner contrary to the principles of natural justice; (ii) that the New York
Judgment is for a claim which under Applicable Laws would be characterized as
based on a foreign revenue, expropriatory, penal or other public law; (iii) that
the New York Judgment is contrary to public policy or to an order made by the
Attorney General of Canada under the Foreign Extraterritorial Measures Act
(Canada) or by the Competition Tribunal under the Competition Act (Canada) in
respect of certain judgments referred to in these statutes; or (iv) that the New
York Judgment has been satisfied or is void or voidable under the laws of the
State of New York.
Consent
to Jurisdiction and Service
RCI has
appointed CT Corporation System, 111 Eighth Avenue, New York, New York
10011, as its agent for service of process in any suit, action or proceeding
with respect to the indenture, including any supplemental indentures or the debt
securities issued thereunder, and for actions brought under federal or state
laws brought in any federal or state court located in the Borough of Manhattan
in The City of New York and submits to such jurisdiction.
Our common shares are listed for trading on the TSX under the
trading symbol “RCI.A” and “RCI.B” and the New York Stock Exchange (the
“NYSE”) under the trading symbol “RCI”. The following table presents the high and
low closing prices and the total trading volumes of our common shares on the
TSX, on a monthly basis, for each of the months (or, if applicable, partial
months) of the twelve-month period prior to the date hereof. The data
set forth therein with respect to the trading of our common shares is not, and
should not be regarded as, a representation with respect to the manner in which
the debt securities may be traded on the secondary market in the future or that
the debt securities, when offered and issued, will be listed and posted for
trading on the TSX or the NYSE.
|
TSX
(RCI.A)
|
TSX
(RCI.B)
|
|||||||
|
Month
|
High
(Cdn$)
|
Low
(Cdn$)
|
Trading
Volume
|
Month
|
High
(Cdn$)
|
Low
(Cdn$)
|
Trading
Volume
|
|
|
November
2008
|
40.00
|
34.00
|
364,782
|
November
2008
|
37.25
|
31.61
|
41,565,170
|
|
|
December
2008
|
40.25
|
34.41
|
25,637
|
December
2008
|
36.99
|
31.32
|
31,218,289
|
|
|
January
2009
|
40.50
|
34.00
|
112,440
|
January
2009
|
37.50
|
31.34
|
33,824,408
|
|
|
February
2009
|
38.00
|
30.20
|
44,089
|
February
2009
|
36.25
|
28.47
|
34,312,031
|
|
|
March
2009
|
33.30
|
27.72
|
39,960
|
March
2009
|
31.00
|
25.40
|
51,378,979
|
|
|
April
2009
|
31.90
|
28.40
|
80,848
|
April
2009
|
30.19
|
26.37
|
43,478,091
|
|
|
May
2009
|
34.77
|
31.03
|
40,575
|
May
2009
|
33.18
|
29.30
|
45,341,259
|
|
|
June
2009
|
34.95
|
30.10
|
47,175
|
June
2009
|
33.15
|
28.87
|
51,953,769
|
|
|
July
2009
|
33.51
|
30.15
|
29,570
|
July
2009
|
31.88
|
28.29
|
35,341,579
|
|
|
August
2009
|
32.80
|
30.94
|
37,216
|
August
2009
|
30.99
|
28.59
|
34,875,378
|
|
|
September
2009
|
33.10
|
30.73
|
44,355
|
September
2009
|
31.33
|
29.46
|
44,568,991
|
|
|
October
2009
|
34.00
|
29.09
|
103,286
|
October
2009
|
33.34
|
27.40
|
61,022,260
|
|
|
November
1 - 19, 2009
|
34.92
|
32.41
|
45,053
|
November
1 - 19, 2009
|
34.27
|
31.37
|
31,482,838
|
|
The
following pro forma earnings coverage ratios and associated financial
information have been calculated on a consolidated basis for the 12-month
periods ended December 31, 2008 and September 30, 2009 based on our
financial statements for the respective periods and have been prepared in
accordance with Canadian GAAP. The pro forma information gives effect to
(i) the offering of our 5.80% Senior Notes due 2016 which was completed on
May 26, 2009, (ii) the offering of our 5.38% Senior Notes due 2019
which was completed on November 4, 2009, (iii) the offering of our 6.68%
Senior Notes due 2039 which was completed on November 4, 2009 and (iv) the
intended redemption on December 15, 2009 of all of our outstanding 8.00% Senior
Subordinated Notes due 2012, as if such offerings and redemption had occurred on
January 1, 2008 and October 1, 2008 in respect of the 12-months ended
December 31, 2008 and September 30, 2009, respectively. The pro forma
information does not give effect to adjustments for normal course advances and
repayments of long-term debt under our bank credit facility subsequent to
December 31, 2008 or September 30, 2009, as applicable, as these would
not materially affect the ratios.
| 12 Months Ended | 12 Months Ended | |||||||
|
|
December
31, 2008
|
September
30, 2009
|
||||||
|
Earnings
before interest expense and income taxes
|
$2,001
million
|
$2,162
million
|
||||||
|
Pro
forma interest requirements(1)
|
$ 670
million
|
$ 701
million
|
||||||
|
Pro
forma earnings coverage ratio(2)
|
2.99x | 3.09x | ||||||
______________
|
(1)
|
Pro
forma interest requirements refers to our aggregate interest expense in
respect of our long-term debt obligations for the applicable period as
adjusted to reflect the items noted above the table.
|
|
(2)
|
Pro
forma earnings coverage ratio refers to the ratio of (i) our earnings
before interest expense and income taxes for the applicable period and
(ii) our pro forma interest requirements for the applicable
period.
|
The pro
forma earnings coverage ratios and associated financial information presented
above do not give effect to the issuance of debt securities under this
prospectus that may be issued pursuant to any prospectus supplement since the
aggregate principal amounts and the terms of such debt securities are not
presently known. The earnings coverage ratios set out above do not
purport to be indicative of earnings coverage ratios for any future
periods.
An
investment in the debt securities involves risk. Before deciding
whether to invest in the debt securities, you should consider carefully the
risks described in the documents incorporated by reference into this prospectus
(including subsequent documents incorporated by reference into this prospectus)
and, if applicable, those described in a prospectus supplement relating to a
specific offering of debt securities. Discussions of certain risk and
uncertainties affecting our business are provided in our annual information
form, our management’s discussion and analysis for the year ended December 31,
2008 and our management’s discussion and analysis for the nine months ended
September 30, 2009 (or, as applicable, our annual information form and our
management’s discussion and analysis for subsequent periods), each of which is
incorporated by reference into this prospectus. These are not the
only risks and uncertainties that we face. Additional risks not
presently known to us or that we currently consider immaterial may also
materially and adversely affect us. If any of the events identified
in these risks and uncertainties were to actually occur, our business, financial
condition or results of operations could be materially harmed.
We are a
corporation organized under the laws of the Province of British Columbia, Canada
and substantially all of our assets are located in Canada. In
addition, most of our directors, substantially all of our officers and most of
the experts named herein are resident outside the United States. We
have appointed an agent for service of process in the United States (as set
forth below), but it may be difficult for U.S. investors to effect service of
process within the United States upon such directors, officers or experts to
enforce against them judgments of U.S. courts based upon, among other things,
the civil liability provisions of the U.S. federal securities
laws. In addition, we have been advised by Davies Ward Phillips &
Vineberg LLP, our Canadian counsel, that there is some doubt as to the
enforceability in original actions in Canadian courts of liabilities based upon
the U.S. federal securities laws, and as to the enforceability in Canadian
courts of judgments of U.S. courts obtained in actions based upon the civil
liability provisions of the U.S. federal securities laws.
We filed
with the Commission, concurrently with our registration statement on Form F-9,
an appointment of agent for service of process on Form F-X. Under the
Form F-X, we appointed CT Corporation, 111 Eighth Avenue, New York, New York
10011, as our agent for service of process in the United States in connection
with any investigation or administrative proceeding conducted by the SEC, and
any civil suit or action brought against us in a United States court arising out
of or related to or concerning the offering of the debt securities under our
registration statement.
The
applicable prospectus supplement may describe the principal Canadian federal
income tax considerations generally applicable to investors described therein of
purchasing, holding and disposing of the debt securities offered
thereunder. The applicable prospectus supplement may also describe
certain U.S. federal income tax considerations generally applicable to the
purchase, holding and disposition of those debt securities by an investor who is
a United States person.
Certain
legal matters relating to debt securities offered by this short form base shelf
prospectus will be passed upon on our behalf by Davies Ward Phillips &
Vineberg LLP, our Canadian counsel, and Cravath, Swaine & Moore LLP, our
U.S. counsel. Unless otherwise specified in the applicable prospectus
supplement, certain legal matters in connection with debt securities so offered
will be passed upon for the underwriters, dealers or agents, as applicable, in
respect of that offering by Osler, Hoskin & Harcourt LLP, in respect of
matters of Canadian law, and Shearman & Sterling LLP, in respect of matters
of United States law. As of the date of this prospectus, the partners
and associates of Davies Ward Phillips & Vineberg LLP, as a group, own
beneficially, directly or indirectly, less than 1% of our outstanding securities
of any class and less than 1% of the outstanding securities of any class of our
associates or affiliates.
Our
consolidated financial statements as at and for the years ended December 31,
2008 and 2007 incorporated by reference into this prospectus have been audited
by KPMG LLP, as indicated in their report incorporated by reference into this
prospectus, and are incorporated herein in reliance upon the authority of said
firm as experts in accounting and auditing in giving said report.
The
following documents have been or will be filed with the SEC as part of the
registration statement of which this prospectus forms a part:
|
●
|
the
documents referred to under “Documents Incorporated by
Reference”;
|
|
|
●
|
consent
of KPMG LLP;
|
|
|
●
|
consent
of Davies Ward Phillips & Vineberg LLP;
|
|
|
●
|
powers
of attorney from directors and officers of each of RCI, RCCI and
RWP;
|
|
|
●
|
the
base indenture relating to the debt securities; and
|
|
|
●
|
the
statement of eligibility of the trustee on Form
T-1.
|
- 19
-
PART
II
INFORMATION
NOT REQUIRED TO BE
DELIVERED
TO OFFEREES OR PURCHASERS
INDEMNIFICATION
Rogers
Communications Inc.
Under
Section 160 of the Business Corporations Act (British Columbia) (the
“BCBCA”),
(a) a
director or officer of Rogers Communications Inc. (“RCI”),
(b) a
former director or officer of RCI,
(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,
(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”)
may be
indemnified by RCI against all judgments, penalties or fines awarded or imposed
or to which the eligible party may be liable in, or amounts paid in settlement
of, any civil, criminal, quasi-criminal, administrative or regulatory action or
proceeding or investigative action, whether current, threatened, pending or
completed, in which the eligible party, by reason of an eligible individual
being or having been a director or officer of, or holding or having held a
position equivalent to that of a director or officer of, RCI or an associated
corporation is or may be joined as a party, or is or may be liable for or in
respect of a judgment, penalty or fine in, or costs, charges and expenses,
including legal and other fees (“expenses”) related to, any such action or
proceeding (an “eligible proceeding”); and after the final disposition of an
eligible proceeding, may be paid the expenses actually and reasonably incurred
by the eligible party in respect of that proceeding.
Under
Section 161 of the BCBCA, an eligible party must, after the final disposition of
an eligible proceeding, be paid by RCI the expenses actually and reasonably
incurred by the eligible party in respect of the eligible proceeding if the
eligible party is wholly successful on the merits or otherwise, or is
substantially successful on the merits, in the outcome of the
proceeding.
Under
Section 162 of the BCBCA, an eligible party may be paid by RCI, as expenses are
incurred in advance of the final disposition of an eligible proceeding, the
expenses actually and reasonably incurred by the eligible party in respect of
that proceeding; provided that RCI must not pay such expenses unless RCI first
receives from the eligible party a written undertaking that the eligible party
will repay the amounts advanced if it is ultimately determined that (i) the
eligible individual in relation to the subject matter of the eligible proceeding
did not act honestly and in good faith with a view to the best interests of RCI
or associated corporation, as the case may be, (ii) in the case of an eligible
proceeding other than a civil proceeding, the eligible individual did not have
reasonable grounds for believing the eligible individual’s conduct in respect of
which the proceeding was brought was lawful, (iii) the eligible proceeding is
brought by or on behalf of RCI or an associated corporation or (iv) in certain
circumstances, RCI is or was prohibited from doing so by its charter (each of
items (i) to (iv), a “statutory prohibition”).
Under
Section 163 of the BCBCA, RCI must not make an indemnification or payment under
Sections 160 to 162 if there is a statutory prohibition.
II-1
Under
Section 164 of the BCBCA, the Supreme Court of British Columbia may, on
application of RCI or an eligible party, order RCI to indemnify or to pay
expenses, despite Sections 160 to 163 of the BCBCA.
The
articles of RCI provide that RCI shall indemnify, and pay expenses in advance of
the final disposition of a proceeding of, a director or officer or former
director or officer of RCI or a person who acts or acted at RCI’s request as a
director or officer, or in a similar capacity of another entity, and the heirs
and personal or other legal representatives of such a person, in accordance
with, and to the fullest extent and in all circumstances permitted by the
BCBCA. The articles further provide that RCI may enter into
indemnification agreements, including without limitation, provisions therein
whereby a court order approving indemnification will be applied for, if
required. The foregoing rights and powers of RCI are in addition to
and not in substitution for any other rights and powers regarding
indemnification, payment of expenses and insurance.
Under the
BCBCA, the articles of RCI may affect the power or obligation of RCI to give an
indemnity or pay expenses to the extent that the articles prohibit giving the
indemnity or paying the expenses. As indicated above, this is subject
to the overriding power of the Supreme Court of British Columbia under Section
164 of the BCBCA.
As
contemplated by Section 165 of the BCBCA, RCI has purchased insurance against
potential claims against the directors or officers of RCI and against loss for
which RCI may be required or permitted by law to indemnify such directors and
officers.
RCI has
entered into indemnification agreements with certain of its officers and
directors that indemnify such persons to the maximum amount permitted by
applicable law. Pursuant to these agreements, RCI has agreed to provide such
persons an advance of defense costs prior to final disposition of a proceeding,
subject to an obligation to repay in certain circumstances.
Rogers
Cable Communications Inc.
Under the
Business Corporations Act (Ontario) (the “OBCA”), Rogers Cable Communications
Inc. (“RCCI”) may indemnify a present or former director or officer or an
individual who acts or acted at RCCI’s request as a director or officer, or an
individual acting in a similar capacity, of another entity, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by the individual in respect of any civil,
criminal, administrative, investigative or other proceeding in which the
individual is involved because of that association with RCCI or other entity,
provided that the director or officer acted honestly and in good faith with a
view to the best interests of RCCI and, in the case of a criminal or
administrative action or proceeding that is enforced by a monetary penalty, had
reasonable grounds for believing that the individual’s conduct was lawful. Such
indemnification may be made in connection with a derivative action only with
court approval. A director or officer is entitled to indemnification from RCCI
as a matter of right if the individual was not judged by a court or other
competent authority to have committed any fault or omitted to do anything that
the individual ought to have done and fulfilled the conditions set forth
above.
In
accordance with and subject to the OBCA, the By-laws of RCCI indemnify a
director or officer, a former director or officer, or a person who acts or acted
at RCCI’s request as a director or officer of a corporation in which RCCI is or
was a shareholder or creditor and his heirs and legal representatives, against
all costs, charges and expenses, including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil, criminal
or administrative action or proceeding to which he is made a party by reason of
being or having been a director or officer of RCCI or such corporation if he
acted honestly and in good faith with a view to the best interests of RCCI, and,
in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, he had reasonable grounds for believing that his
conduct was lawful.
A policy
of directors’ and officers’ liability insurance is maintained by RCI, on behalf
of RCCI, which insures directors and officers of RCCI for losses as a result of
claims based upon their acts or omissions as directors and officers, including
liabilities arising under the Securities Act and also reimburses RCCI for
payments made pursuant to the indemnity provisions under the OBCA.
II-2
Rogers
Wireless Partnership
Under the
Partnerships Act (Ontario), each partner of Rogers Wireless Partnership (“RWP”)
is liable jointly with the other partners for all debts and obligations of RWP
incurred while such partner is a partner.
Pursuant
to the partnership agreement dated March 2, 2005 forming RWP, the partners of
RWP are, as among themselves, liable for, and have agreed to indemnify each
other from, the debts, liabilities, obligations and losses of RWP in proportion
to the number of partnership units owned by them respectively.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the Registrants pursuant
to the foregoing provisions, the Registrants have been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
II-3
EXHIBITS
|
Exhibit
Number
|
Description
|
|
| 4.1 |
Annual
information form of Rogers Communications Inc. (“RCI”) for the year ended
December 31, 2008, dated February 27, 2009 (incorporated by reference to
Exhibit 99.1 to RCI’s Form 40-F (Commission File No. 001-10805) filed with
the Commission on February 27, 2009)
|
|
| 4.2 |
Audited
consolidated financial statements of RCI as at and for the years ended
December 31, 2008 and 2007, together with the report of the auditors’
thereon, and management’s discussion and analysis in respect of those
statements (incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K
(Commission File No. 001-10805) furnished to the Commission on February
27, 2009)
|
|
| 4.3 |
Management
information circular of RCI, dated March 20, 2009 in connection with RCI’s
annual meeting of shareholders held on April 29, 2009 (incorporated by
reference to Exhibit 99.1 to RCI’s Form 6-K (Commission File No.
001-10805) furnished to the Commission on March 30, 2009)
|
|
| 4.4 |
Unaudited
interim consolidated financial statements of RCI as at September 30, 2009
and for the three and nine months ended September 30, 2009 and 2008 and
management’s discussion and analysis in respect of those statements
(incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission
File No. 001-10805) furnished to the Commission on October 27,
2009)
|
|
| 4.5 |
Material
change report of RCI relating to the appointment of Nadir Mohamed as
President and Chief Executive Officer of RCI (incorporated by reference to
Exhibit 99.1 to RCI’s Form 6-K (Commission File No. 001-10805) furnished
to the Commission on April 2, 2009)
|
|
| 4.6 |
Material
change report of RCI relating to the acceptance by the Toronto Stock
Exchange of a notice filed by RCI of RCI’s intention to amend RCI’s
current normal course issuer bid for RCI’s 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 May 21,
2009)
|
|
| 4.7 |
Material
change report of RCI relating to the pricing of $1,000,000,000 principal
amount of RCI’s 5.80% Senior Notes due 2016 (incorporated by reference to
Exhibit 99.1 to RCI’s Form 6-K (Commission File No. 001-10805) furnished
to the Commission on May 27, 2009)
|
|
| 4.8 |
Material
change report of RCI relating to the pricing of $500,000,000 principal
amount of RCI’s 5.38% Senior Notes due 2019 and the pricing of
$500,000,000 principal amount of RCI’s 6.68% Senior Notes due 2039
(incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission
File No. 001-10805) furnished to the Commission on November 5,
2009)
|
|
| 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 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 |
Statement
of Eligibility and Qualification of the Trustee on Form
T-1
|
II-4
PART
III
UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS
Item
1. Undertaking
Each
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to the securities registered pursuant to Form F-9 or to transactions in
said securities.
Item
2. Consent to Service of Process
Concurrently
with the filing of this registration statement, each of the Registrants is
filing with the Commission a written irrevocable consent and power of attorney
on Form F-X.
Any
change to the name or address of the agent for service of any Registrant shall
be communicated promptly to the Commission by amendment to Form F-X referencing
the file number of the relevant registration statement.
III-1
SIGNATURES
Pursuant
to the requirements of the Securities Act, each Registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form F-9 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Toronto,
Province of Ontario, Canada on the 20th day of November, 2009.
| ROGERS COMMUNICATIONS INC. | |||
| (Registrant) | |||
|
|
By:
|
/s/ M. Lorraine Daly | |
| Name: M. Lorraine Daly | |||
| Title: Vice President, Treasurer | |||
|
|
By:
|
/s/ William W. Linton | |
| Name: William W. Linton | |||
| Title: Executive Vice President, Finance and | |||
| Chief Financial Officer |
| ROGERS CABLE COMMUNICATIONS INC. | |||
| (Registrant) | |||
|
|
By:
|
/s/ M. Lorraine Daly | |
| Name: M. Lorraine Daly | |||
| Title: Vice President, Treasurer | |||
|
|
By:
|
/s/ William W. Linton | |
| Name: William W. Linton | |||
| Title: Executive Vice President, Finance and | |||
| Chief Financial Officer |
| ROGERS WIRELSS PARTNERSHIP | |||
| (Registrant) | |||
|
|
By:
|
/s/ M. Lorraine Daly | |
| Name: M. Lorraine Daly | |||
| Title: Vice President, Treasurer | |||
|
|
By:
|
/s/ William W. Linton | |
| Name: William W. Linton | |||
| Title: Executive Vice President, Finance and | |||
| Chief Financial Officer |
SIGNATURES
WITH RESPECT TO ROGERS COMMUNICATIONS INC.
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints each of Alan D.
Horn, Nadir H. Mohamed, William W. Linton, M. Lorraine Daly and David P. Miller
his or her true and lawful attorney-in-fact and agent, each acting alone, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing appropriate or necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This
Power of Attorney may be executed in multiple counterparts, each of which shall
be deemed an original, but which taken together shall constitute one
instrument.
Pursuant
to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities and on the dates
indicated.
|
Signature
|
Title
|
Date
Signed
|
||
|
/s/
Nadir H. Mohamed
|
Director
and President and Chief Executive Officer
|
November
20, 2009
|
||
|
Nadir
H. Mohamed
|
(Principal Executive Officer) | |||
|
/s/
William W. Linton
|
Executive
Vice President, Finance and Chief Financial Officer
|
November
20, 2009
|
||
|
William
W. Linton
|
(Principal Financial Officer and Principal Accounting Officer) | |||
|
/s/
Alan D. Horn
|
Director
and Chairman
|
November
20, 2009
|
||
|
Alan
D. Horn
|
||||
|
/s/
Philip B. Lind
|
Director
and Vice Chairman and
|
November
18, 2009
|
||
|
Philip
B. Lind
|
Executive
Vice President, Regulatory
|
|||
|
/s/
Edward Rogers
|
Director
and Deputy
Chairman and Executive Vice President,
|
November
20, 2009
|
||
|
Edward
Rogers
|
Emerging Business and Corporate Development | |||
|
/s/
Ronald D. Besse
|
Director
|
November
17, 2009
|
||
|
Ronald
D. Besse
|
||||
|
/s/
C. William D. Birchall
|
Director
|
November
20, 2009
|
||
|
C.
William D. Birchall
|
| Signature | Title | Date Signed |
|
/s/
John H. Clappison
|
Director
|
November
18, 2009
|
||
|
John
H. Clappison
|
||||
|
/s/
Peter C. Godsoe, O.C.
|
Director
|
November
17, 2009
|
||
|
Peter
C. Godsoe, O.C.
|
||||
|
/s/
Thomas I. Hull
|
Director
|
November
20, 2009
|
||
|
Thomas
I. Hull
|
||||
| /s/ Loretta A. Rogers | Director | November 18, 2009 | ||
| Loretta A. Rogers | ||||
|
/s/
William T. Schleyer
|
Director
|
November
20, 2009
|
||
|
William
T. Schleyer
|
||||
|
/s/
John A. Tory, Q.C.
|
Director
|
November
20, 2009
|
||
|
John
A. Tory, Q.C.
|
||||
|
/s/
J. Christopher C. Wansbrough
|
Director
|
November
17, 2009
|
||
|
J.
Christopher C. Wansbrough
|
||||
|
/s/
Colin D. Watson
|
Director
|
November
17, 2009
|
||
|
Colin
D. Watson
|
SIGNATURES
WITH RESPECT TO ROGERS CABLE COMMUNICATIONS INC.
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints each of Alan D.
Horn, Nadir H. Mohamed, William W. Linton, M. Lorraine Daly and David P. Miller
his or her true and lawful attorney-in-fact and agent, each acting alone, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing appropriate or necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This
Power of Attorney may be executed in multiple counterparts, each of which shall
be deemed an original, but which taken together shall constitute one
instrument.
Pursuant
to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities and on the dates
indicated.
|
Signature
|
Title
|
Date
Signed
|
||
|
/s/
Robert W. Bruce
|
President,
Communications
|
November
16, 2009
|
||
|
Robert
W. Bruce
|
(Principal Executive Officer) | |||
|
/s/
William W. Linton
|
Director
and Executive Vice President, Finance and Chief Financial
Officer
|
November
20, 2009
|
||
|
William
W. Linton
|
(Principal Financial Officer and Principal Accounting Officer) | |||
|
/s/
Alan D. Horn
|
Director
and Chairman
|
November
20, 2009
|
||
|
Alan
D. Horn
|
||||
|
/s/
Nadir H. Mohamed
|
Director
and Vice Chairman
|
November
20, 2009
|
||
|
Nadir
H. Mohamed
|
|
|||
|
/s/
Edward Rogers
|
Director
|
November
20, 2009
|
||
|
Edward
Rogers
|
||||
SIGNATURES
WITH RESPECT TO ROGERS WIRELESS PARTNERSHIP
POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints each of Alan D.
Horn, Nadir H. Mohamed, William W. Linton, M. Lorraine Daly and David P. Miller
his or her true and lawful attorney-in-fact and agent, each acting alone, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any or all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing appropriate or necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This
Power of Attorney may be executed in multiple counterparts, each of which shall
be deemed an original, but which taken together shall constitute one
instrument.
Pursuant
to the requirements of the Securities Act, this registration statement has been
signed by the following persons in the capacities and on the dates
indicated.
|
Signature
|
Title
|
Date
Signed
|
||
|
/s/
Robert W. Bruce
|
President,
Communications
|
November
16, 2009
|
||
|
Robert
W. Bruce
|
(Principal Executive Officer) | |||
|
/s/
William W. Linton
|
Member
of the Management Committee and
|
November
20, 2009
|
||
|
William
W. Linton
|
Executive Vice President, Finance and Chief Financial Officer | |||
| (Principal Financial Officer and Principal Accounting Officer) | ||||
|
/s/
Alan D. Horn
|
Member
of the Management Committee and Chairman
|
November
20, 2009
|
||
|
Alan
D. Horn
|
||||
|
/s/
Nadir H. Mohamed
|
Member
of the Management Committee and Chairman
|
November
20, 2009
|
||
|
Nadir
H. Mohamed
|
|
|||
AUTHORIZED
REPRESENTATIVE
Pursuant
to the requirements of Section 6(a) of the Securities Act, the undersigned has
signed this registration statement, solely in the capacity of the duly
authorized representative of Rogers Communications Inc., Rogers Cable
Communications Inc. and Rogers Wireless Partnership in the United States, in the
City of Newark, State of Delaware on the 20th day of November,
2009.
| PUGLISI & ASSOCIATES | |||
|
|
By:
|
/s/ Donald J. Puglisi | |
| Name: Donald J. Puglisi | |||
| Title: Managing Director | |||
EXHIBITS
INDEX
|
Exhibit
Number
|
Description
|
|
| 4.1 |
Annual
information form of Rogers Communications Inc. (“RCI”) for the year ended
December 31, 2008, dated February 27, 2009 (incorporated by reference to
Exhibit 99.1 to RCI’s Form 40-F (Commission File No. 001-10805) filed with
the Commission on February 27, 2009)
|
|
| 4.2 |
Audited
consolidated financial statements of RCI as at and for the years ended
December 31, 2008 and 2007, together with the report of the auditors’
thereon, and management’s discussion and analysis in respect of those
statements (incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K
(Commission File No. 001-10805) furnished to the Commission on February
27, 2009)
|
|
| 4.3 |
Management
information circular of RCI, dated March 20, 2009 in connection with RCI’s
annual meeting of shareholders held on April 29, 2009 (incorporated by
reference to Exhibit 99.1 to RCI’s Form 6-K (Commission File No.
001-10805) furnished to the Commission on March 30, 2009)
|
|
| 4.4 |
Unaudited
interim consolidated financial statements of RCI as at September 30, 2009
and for the three and nine months ended September 30, 2009 and 2008 and
management’s discussion and analysis in respect of those statements
(incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission
File No. 001-10805) furnished to the Commission on October 27,
2009)
|
|
| 4.5 |
Material
change report of RCI relating to the appointment of Nadir Mohamed as
President and Chief Executive Officer of RCI (incorporated by reference to
Exhibit 99.1 to RCI’s Form 6-K (Commission File No. 001-10805) furnished
to the Commission on April 2, 2009)
|
|
| 4.6 |
Material
change report of RCI relating to the acceptance by the Toronto Stock
Exchange of a notice filed by RCI of RCI’s intention to amend RCI’s
current normal course issuer bid for RCI’s 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 May 21,
2009)
|
|
| 4.7 |
Material
change report of RCI relating to the pricing of $1,000,000,000 principal
amount of RCI’s 5.80% Senior Notes due 2016 (incorporated by reference to
Exhibit 99.1 to RCI’s Form 6-K (Commission File No. 001-10805) furnished
to the Commission on May 27, 2009)
|
|
| 4.8 |
Material
change report of RCI relating to the pricing of $500,000,000 principal
amount of RCI’s 5.38% Senior Notes due 2019 and the pricing of
$500,000,000 principal amount of RCI’s 6.68% Senior Notes due 2039
(incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission
File No. 001-10805) furnished to the Commission on November 5,
2009)
|
|
| 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 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 |
Statement
of Eligibility and Qualification of the Trustee on Form
T-1
|