Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

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For the month of February, 2024

Commission File Number 001-10805

ROGERS COMMUNICATIONS INC.

(Translation of registrant’s name into English)

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333 Bloor Street East

10th Floor

Toronto, Ontario M4W 1G9

Canada

(Address of principal executive office)

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

Form 20-F ☐                      Form 40-F ☑

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Incorporation by Reference

Exhibit 99.1 included in this Form 6-K is incorporated by reference into the registrant’s registration statements on Form F-3D (File No. 333-170234) and on Form F-10 (File No. 333-273187 and File No. 333-272511).

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Signatures

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

	ROGERS COMMUNICATIONS INC.
	By:	/s/ Marisa Wyse
		Name:	Marisa Wyse
		Title:	Chief Legal Officer and Corporate Secretary

Date:  February 7, 2024

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Exhibit Index

Exhibit Number	Description of Document
99.1	News Release dated February 7, 2024 – Rogers Communications Announces Pricing of US$2.5 Billion Offering of Debt Securities

Exhibit 99.1

Rogers Communications Inc. Announces Pricing of US$2.5 Billion Offering of US Dollar Senior Notes

TORONTO, February 7, 2024 (GLOBE NEWSWIRE) -- Rogers Communications Inc. (TSX: RCI.A and RCI.B) (NYSE: RCI) (“RCI”) announced today that it has priced a public offering of two series of US dollar senior notes with an aggregate principal amount of US$2.5 billion, consisting of US$1.25 billion of 5.00% senior notes due 2029 and US$1.25 billion of 5.30% senior notes due 2034 (collectively, the “Notes”). The net proceeds from the issuance will be approximately US$2.46 billion. RCI expects to use the net proceeds from the issuance to repay certain of its outstanding indebtedness, including a portion of the borrowings under its term loan facility used to partially fund its acquisition of Shaw Communications Inc. The sale of the Notes is expected to close on February 9, 2024.

The Notes will be issued pursuant to a prospectus supplement and accompanying prospectus filed with the SEC as part of an effective shelf registration statement on Form F-10. These documents are available at no charge by visiting EDGAR on the SEC website at www.sec.gov. A copy of the prospectus and prospectus supplement relating to the offering of the Notes may also be obtained from RCI by contacting Investor Relations as described below.

The Notes are not being offered in Canada or to any resident of Canada. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Rogers Communications Inc.

Rogers is Canada’s leading wireless, cable and media company that provides connectivity and entertainment to Canadian consumers and businesses across the country. Rogers shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).

Caution Concerning Forward-Looking Statements

This press release may include “forward‐looking information” and “forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking information”). RCI cautions that forward‐looking information is inherently subject to change and uncertainty and that actual results may differ materially from those expressed or implied by the forward‐looking information. A comprehensive discussion of risks associated with forward-looking information can be found in RCI’s public reports and filings, including the risks outlined in the section entitled “Risks and Uncertainties Affecting our Business” in its management’s discussion and analysis of its audited consolidated financial statements as at and for the year ended December 31, 2022, and in the section entitled “Updates to Risks and Uncertainties Affecting our Business” in its management’s discussion and analysis of its unaudited interim condensed consolidated financial statements as at and for the three and nine months ended September 30, 2023, which are available under its profile at www.sedarplus.ca, and are also available at www.sec.gov, and in the section entitled “Risk Factors” in the Prospectus. RCI is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.

For more information:

 

Rogers Communications media contact

Sarah Schmidt

647.643.6397

[e-mail] 

Rogers Communications investment community contact

Paul Carpino

647.435.6470

[e-mail]

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