Rogers 2003 Annual Report Download - page 90

2003 Annual Report Rogers Communications Inc.
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Notes to Consolidated Financial Statements
(v) Senior Secured Second Priority Notes, due 2012:
On April 30, 2002, Cable issued U.S. $350.0 million 7.875% Senior Secured Second Priority Notes due on May 1, 2012.
The notes are redeemable at Cable’s option, in whole or in part, at any time, with at least 30 days and not more than
60 days prior notice subject to a certain prepayment premium.
(vi) Senior Secured Second Priority Notes, due 2013:
On June 19, 2003, Cable issued U.S. $350.0 million 6.25% Senior Secured Second Priority Notes due June 15, 2013. The notes
are redeemable at Cable’s option, in whole or in part, at any time with at least 30 days and not more than 60 days prior
notice subject to a certain prepayment premium.
(vii) Senior Secured Second Priority Debentures, due 2014:
Cable’s $300.0 million Senior Secured Second Priority Debentures mature on January 15, 2014. The debentures are
redeemable at Cable’s option, in whole or in part, at any time on or after January 15, 2004, at 104.825% of the principal
amount, declining ratably to 100% of the principal amount on or after January 15, 2008, plus, in each case, interest
accrued to the redemption date.
(viii) Senior Secured Second Priority Debentures, due 2032:
On April 30, 2002, Cable issued U.S. $200.0 million 8.75% Senior Secured Second Priority Debentures due on May 1, 2032.
The debentures are redeemable at Cable’s option, in whole or in part, at any time, with at least 30 days and not more
than 60 days prior notice subject to a certain prepayment premium.
Each of Cable’s senior secured notes and debentures described above is secured by the pledge of a senior bond which is
secured by the same security as the security for the bank credit facility described in note 10(c)(i) and rank equally in
regard to the proceeds of any enforcement of security with the Tranche B Credit Facility.
(ix) Senior Subordinated Guaranteed Debentures, due 2015:
Cable’s U.S. $113.7 million Senior Subordinated Guaranteed Debentures mature on December 1, 2015. During 2002, Cable
repurchased U.S. $11.3 million principal amount of these debentures (note 10(e)). The subordinated debentures are
redeemable at Cable’s option, in whole or in part, at any time on or after December 1, 2005, at 105.5% of the principal
amount, declining ratably to 100% of the principal amount on or after December 1, 2009, plus, in each case, interest
accrued to the redemption date. The subordinated debentures are subordinated in right of payment to all existing and
future senior indebtedness of Cable (including the New Bank Credit Facility and the senior secured notes and debentures)
and are not secured by the pledge of a senior bond.
Interest is paid semi-annually on all of Cable’s notes and debentures.
(d) Media:
Bank credit facility:
At December 31, 2003, Media had $63.5 million (2002 – nil) outstanding under its $500.0 million revolving bank credit facil-
ity with a consortium of Canadian financial institutions. Borrowings under this facility are available to Media and two
wholly owned subsidiaries, Rogers Broadcasting Limited and Rogers Publishing Limited (collectively, the “Borrowers”) for
general corporate purposes. Media’s bank credit facility is available on a fully revolving basis until maturity on
September 30, 2006 and there are no scheduled reductions prior to maturity.
The interest rates charged on this credit facility range from the bank prime rate or U.S. base rate plus 0.25% to
2.50% per annum and the bankers’ acceptance rate or LIBOR plus 1.25% to 3.50% per annum. The bank credit facility
requires, among other things, that Media satisfy certain financial covenants, including the maintenance of certain finan-
cial ratios.
The bank credit facility is secured by floating charge debentures over most of the assets of the Borrowers, subject
to certain exceptions. The Borrowers have cross-guaranteed their present and future liabilities and obligations under the
credit facility.
(e) Debt repayment:
(i) During 2003, the Company redeemed an aggregate U.S. $334.8 million and Cdn. $165.0 million principal amount of
Senior Notes and Debentures. The Company paid a prepayment premium of $19.3 million, and wrote off deferred financ-
ing costs of $5.5 million, resulting in a loss on the repayment of debt of $24.8 million.