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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
17. LONG-TERM DEBT:
Due
date Principal
amount Interest
rate December 31,
2012 December 31,
2011
Bank credit facility Floating $–$ 250
Senior Notes(1) 2013 $ U.S. 350 6.25% 348 356
Senior Notes(2) 2014 U.S. 750 6.375% 746 763
Senior Notes(1) 2014 U.S. 350 5.50% 348 356
Senior Notes(2) 2015 U.S. 550 7.50% 547 559
Senior Notes(1) 2015 U.S. 280 6.75% 279 285
Senior Notes 2016 1,000 5.80% 1,000 1,000
Senior Notes 2017 500 3.00% 500
Senior Notes 2018 U.S. 1,400 6.80% 1,393 1,424
Senior Notes 2019 500 5.38% 500 500
Senior Notes 2020 900 4.70% 900 900
Senior Notes 2021 1,450 5.34% 1,450 1,450
Senior Notes 2022 600 4.00% 600
Senior Debentures(1) 2032 U.S. 200 8.75% 199 203
Senior Notes 2038 U.S. 350 7.50% 348 356
Senior Notes 2039 500 6.68% 500 500
Senior Notes 2040 800 6.11% 800 800
Senior Notes 2041 400 6.56% 400 400
10,858 10,102
Fair value decrement arising from purchase accounting (1) (4)
Deferred transaction costs and discounts (68) (64)
Less current portion (348)
$ 10,441 $ 10,034
(1) Denotes Senior Notes and debentures originally issued by Rogers Cable Inc. which are now unsecured obligations of RCI and for which
Rogers Communications Partnership (“RCP”) is an unsecured guarantor.
(2) Denotes Senior Notes originally issued by Rogers Wireless Inc. which are now unsecured obligations of RCI and for which RCP is an
unsecured co-obligor.
(a) Bank credit facility:
In July 2012, the Company entered into a new five-year $2.0 billion
bank credit facility maturing in July 2017 with a consortium of
financial institutions. This new bank credit facility replaces the
Company’s prior $2.4 billion bank credit facility that was set to expire
in July 2013.
The bank credit facility is available on a fully revolving basis until
maturity on July 20, 2017 and there are no scheduled reductions prior
to maturity. The interest rate charged on the bank credit facility
ranges from nil to 1.25% per annum over the bank prime rate or base
rate or 1.00% to 2.25% over the bankers’ acceptance rate or London
Inter-Bank Offered Rate. The Company’s bank credit facility is
unsecured and ranks pari passu with the Company’s senior public
debt and Debt Derivatives.
(b) Senior Notes:
Interest is paid semi-annually on all of the Company’s Senior Notes
and Senior Debentures.
Each of the Company’s Senior Notes and Senior Debentures are
redeemable, in whole or in part, at the Company’s option, at any
time, subject to a certain prepayment premium.
(c) Issuance of Senior Notes:
2012 Issuances:
In June 2012, the Company issued $500 million of 3.00% Senior Notes
that mature on June 6, 2017 and $600 million of 4.00% Senior Notes
that mature on June 6, 2022. The net proceeds from the offering
were approximately $1,091 million after the deduction of the original
issue discount and debt issuance costs. Debt issuance costs of $9
million related to these notes are included as deferred transaction
costs in the carrying value of the long-term debt, and are being
amortized using the effective interest method.
2011 Issuances:
In March 2011, the Company issued $1,450 million of 5.34% Senior
Notes that mature on March 22, 2021 and $400 million of 6.56%
Senior Notes that mature on March 22, 2041. The net proceeds from
the offering were approximately $1,840 million after the deduction of
the original issue discount and debt issuance costs. Debt issuance costs
of $10 million related to these debt issuances are included as deferred
transaction costs in the carrying value of the long-term debt, and are
being amortized using the effective interest method.
(d) Redemption of Senior Notes:
2011 Redemptions:
In March 2011, the Company redeemed the outstanding principal
amount of its U.S. $350 million ($342 million) 7.875% Senior Notes
due 2012 at the prescribed redemption price of 107.882% of the
principal amount effective on that date. The Company incurred a loss
on the repayment of the Senior Notes aggregating $42 million,
including redemption premiums of $27 million, a net loss on the
termination of the associated Debt Derivatives of $14 million and a
write-off of deferred transaction costs of $1 million. Concurrent with
this redemption, on March 21, 2011, the Company terminated the
associated U.S. $350 million notional principal amount of Debt
Derivatives, resulting in a payment of approximately $219 million.
In March 2011, the Company redeemed the outstanding principal
amount of its U.S. $470 million ($460 million) 7.25% Senior Notes due
2012 at the prescribed redemption price of 110.735% of the principal
amount effective on that date. The Company incurred a loss on the
102 ROGERS COMMUNICATIONS INC. 2012 ANNUAL REPORT