Rogers creditors want revision of proposed $9 billion bond term changes

© Reuters. The Rogers Building, the green-topped corporate campus of Canadian media conglomerate Rogers Communications is seen in downtown Toronto, Ontario, Canada July 14, 2022. REUTERS/Chris Helgren/File Photo

By Divya Rajagopal and Ismail Shakil

TORONTO (Reuters) - The Canadian Bond Investors' Association (CBIA) wants Rogers (NYSE:ROG) Communications Inc to revise the company's proposed terms of changes to its bonds issued to fund Rogers' buyout of Shaw Communications (NYSE:SJR) Inc, the association said on Thursday.

The CBIA, a group representing 50 of the largest fixed income institutional investors in Canada, said Rogers should provide a consent fee to all of the company's bond holders regardless of whether the creditors agree to the proposed bond terms changes. Rogers announced the proposed changes earlier this week to its $9.35 billion in bonds.

Rogers did not immediately respond a request for comment.

The notes were issued earlier this year to fund Roger's proposed C$20 billion ($15.5 billion) merger with Shaw. That deal, announced in March 2021, has been under the scrutiny of Canada's antitrust watchdog without clear indication of a resolution.

The bond terms initially required Rogers to fully repay the investors if the deal with Shaw did not complete by the end of 2022.

With the deal still facing regulatory hurdles, Rogers extended the expected closing date to 2022-end, and said there was a possibility of further extending the deadline to January 2023.

Rogers on Tuesday asked its bond holders to accept extra fees in return for the extension on its "special mandatory redemption" senior notes to hold on to its funding for the Shaw deal. It gave investors until end of August to respond to the proposal.

The CBIA said Rogers must give the investors sufficient time to review and respond to the proposed changes.

"We believe bond holders should be concerned with how this consent solicitation has been presented," said the CBIA in a statement.

"We are not pleased with the way the company has run this process," said a fund manager of a Toronto-based investment firm that has invested in Rogers bonds. This person did not wish to be quoted due to the sensitivity of the issue.

Other bond holders that Reuters spoke to said they were also upset about how the compensation offered by Rogers leaves out investors who had bought the bond in the secondary market after Aug. 19.

They also objected to the provision where those who had sold the senior notes before Rogers announced the proposed changes and are no longer its investors will also be eligible to vote.

The Credit Roundtable, which represents buy side bond holders, asked its members on a Thursday morning conference call to reach out to its law firm, Akin Gump, if they have objections to the proposed terms by Rogers.

($1 = 1.2941 Canadian dollars)