Rogers Wireless announces launch of private placement of Notes
November 12 2004 - 2:26PM
PR Newswire (US)
Rogers Wireless announces launch of private placement of Notes
TORONTO, Nov. 12 /PRNewswire-FirstCall/ -- Rogers Wireless
Communications Inc. ("RWCI") (TSX: RCM and NYSE: RCN) announced
today that its wholly owned subsidiary Rogers Wireless Inc.
("Rogers Wireless") is launching a private placement in an
aggregate principal amount of approximately US$2,350 million (the
U.S. dollar equivalent of Cdn$2,800 million based on today's noon
rate of exchange as reported by the Bank of Canada) of fixed and
floating rate Senior Secured Notes and fixed rate Senior
Subordinated Notes (collectively, the "Notes"). The Notes will be
denominated in U.S. dollars, other than one tranche of fixed rate
Senior Secured Notes, which will be denominated in Canadian
dollars. Rogers Wireless expects to use the proceeds from the Note
offerings to: (i) make a Cdn$1,750 million distribution as a return
of capital to RWCI; (ii) repay Cdn$850 million of inter-company
subordinated debt owing to Rogers Communications Inc. ("RCI")
incurred in connection with Rogers Wireless' acquisition of
Microcell Telecommunications Inc. ("Microcell") and (iii) repay a
portion of the outstanding advances under Rogers Wireless's amended
bank credit facility, also incurred in connection with the
Microcell acquisition. RWCI is reviewing the various methods of
transferring the Cdn$1,750 million distribution to shareholders, so
RCI will have adequate funds to repay its Cdn$1,750 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 Note offerings will be made in transactions
exempt from registration under the Securities Act of 1933. The
Notes have not been registered under the Securities Act of 1933
and, accordingly, may not be offered or sold in the United States
absent registration under the Securities Act or an applicable
exemption from the registration requirements. This press release is
not an offer to sell the Notes 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, and may not
be sold 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 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, ; Archived images on this organization
are available through CNW E-Pix at http://www.newswire.ca/. Images
are free to members of The Canadian Press.
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