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Rogers Wireless Prices Private Placement of US$2,356 Million
Notes
TORONTO, Nov. 19 /PRNewswire-FirstCall/ -- Rogers Wireless Communications Inc.
("RWCI") announced today that its wholly-owned subsidiary Rogers Wireless Inc.
("RWI") has priced a private placement of notes in an aggregate principal
amount of approximately US$2,356 million (approximately Cdn$2,807 million based
on today's noon rate of exchange as reported by the Bank of Canada). The
private placement consists of Cdn$460 million 7.625% Senior (Secured) Notes due
2011, US$550 million Floating Rate Senior (Secured) Notes due 2010, US$470
million 7.25% Senior (Secured) Notes due 2012, US$550 million 7.50% Senior
(Secured) Notes due 2015 and US$400 million 8.00% Senior Subordinated Notes due
2012 (collectively, the "Notes"). The offering is being made pursuant to Rule
144A and Regulation S under the Securities Act of 1933, as amended (the
"Securities Act"), in the United States and pursuant to private placement
exemptions in certain provinces of Canada and is expected to close on or about
November 30, 2004.
RWI expects to use the proceeds from the private placement to make a $1,750.0
million distribution as a return of capital to RWCI; to repay $850.0 million of
intercompany subordinated debt owing to RCI in connection with RWI's
acquisition of Microcell; and the remaining net proceeds to partially repay
advances outstanding under RWI's amended bank credit facility. RWCI is
reviewing the various methods of transferring the $1,750.0 million distribution
to its shareholders, so RCI will have adequate funds to repay its $1,750.0
million bridge credit facility incurred in connection with its acquisition of
RWCI shares from AT&T Wireless Services, Inc. A determination of the method of
such a distribution, including the timing thereof, will not take place until
following completion of RCI's announced exchange offer for all of the
outstanding shares of RWCI and the distribution will be subject to compliance
with applicable legal requirements.
The Notes have not been registered under the Securities Act and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. This press release is not an offer of
the Notes for sale or a solicitation of an offer to purchase the Notes in the
United States or Canada. The Notes have not been and will not be qualified for
distribution under the securities laws of any province or territory of Canada
except pursuant to prospectus exemptions.
Cautionary Statement Regarding Forward Looking Information: This news release
includes certain forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that involve risks and uncertainties.
RWCI cautions that actual future events will be affected by a number of
factors, including technological change, regulatory changes and competitive
factors, many of which are beyond its control, and therefore may vary
substantially from what it currently foresees. RWCI is under no obligation to
(and expressly disclaims any such obligation to) update or alter any forward
looking statements whether as a result of new information, future events or
otherwise. Important additional information identifying risks and uncertainties
is contained in RWCI's most recent Annual Report and Annual Information Form
filed with the applicable Canadian securities regulatory authorities and the
U.S. Securities and Exchange Commission.
About Rogers Wireless:
Rogers Wireless Communications Inc. (TSX: RCM; NYSE: RCN) operates Canada's
largest integrated wireless voice and data network, providing advanced voice
and wireless data solutions to customers from coast to coast on its
GSM/GPRS/EDGE network, the world standard for wireless communications
technology. The company has over 5.5 million customers, and has offices in
Canadian cities across the country. Rogers Wireless Communications Inc. is
approximately 89% owned by Rogers Communications Inc.
DATASOURCE: Rogers Wireless Communications Inc.
CONTACT: Bruce M. Mann, (416) 935-3532, ;
Eric A. Wright, (416) 935-3550, ;
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