Fitch Rates Rogers Communications' US$1B Debt Offering 'BBB'; Outlook Stable

  Fitch Rates Rogers Communications' US$1B Debt Offering 'BBB'; Outlook Stable

Business Wire

CHICAGO -- March 1, 2013

Fitch Ratings has assigned a 'BBB' rating to Rogers Communications Inc.
(Rogers) two-tranche senior unsecured notes offering consisting of US$500
million of 10-year notes and US$500 million of 30-year notes. The Rating
Outlook is Stable.

Rogers intends to use the net proceeds for general corporate purposes.

The terms and covenants of the new debt offering are virtually the same as
Rogers existing debt. The notes are fully and unconditionally guaranteed by
Rogers' wholly owned subsidiary, Rogers Communications Partnership, and rank
pari passu with Rogers' existing unsecured senior debt.

KEY RATING DRIVERS

The ratings for Rogers reflect the solid profitability and free cash flow
(FCF) generation from the significant operating leverage inherent in both the
wireless and cable operations that has led to stable credit measures.
Consequently, the company has significant flexibility in managing its
financial policies including leverage targets and return of capital to
shareholders.

Fitch believes Rogers' mix of cable and wireless assets competitively
positions the company and allows for significant revenue diversification
through its robust bundled service offer. This mix of assets should allow
Rogers to sustain cash generation, adjusted for cash taxes, over the longer
term. For 2013, Fitch expects Rogers to maintain leverage within its targeted
net leverage range of 2.0x to 2.5x while returning a material level of cash to
shareholders primarily through its dividend. Gross leverage at the end of 2012
pro forma for this debt issuance and accounts receivable draw was
approximately 2.7x (including Fitch's adjustments). Net leverage was 2.3x.
Fitch expects Rogers' net leverage will remain within the higher part of its
range during 2013.

Both the wireless and cable operations have experienced greater competitive
threats which will continue for the foreseeable future. Wireless postpaid
voice ARPU has eroded considerably in the past due to increased competitive
intensity in part from new entrants. The fourth quarter of 2012 was the first
quarter since 2010 where postpaid ARPU stabilized and demonstrated growth year
over year, reflecting the continued strong subscriber demand for data services
and the moderating declines in voice ARPU. Consequently, wireless network
revenue grew 4% in the quarter and 2% for 2012. Rogers also faces some
challenges with continued improvement of postpaid churn thereby increasing net
addition share to better sustain revenue growth over the longer-term. Rogers'
Ontario markets, which are their largest, have experienced a greater level of
competitive activity from new entrants.

The expansion of the IPTV footprint across Rogers' markets and aggressive
pricing promotions has led to an increasing loss in basic cable subscribers.
Consequently Rogers has focused on upgrades of its product offering to blunt
these aggressive attacks. Rogers' investment to deploy a more robust Internet
offering has resulted in the net addition growth of 73,000 high-speed internet
subscribers in 2012 versus a loss of 83,000 basic cable subscribers. As such,
the strong Internet growth and cable price increases more than offset cable
subscriber loss resulting in operating revenue growth of 2% for 2012.

Rogers' strong focus on cost controls has also led to incremental margin
expansion to support cash flow growth. Cost productivity enhancements have
been driven by labor efficiencies, supplier-based opportunities and reduction
in G&A expenses. In the wireless segment, other operating expenses (excluding
retention spending) decreased by 2% in 2012 while cable operating expenses
remained flat year over year.

The US$1 billion debt issuance will help fund a portion of Rogers' expected
cash requirements during the next 12-18 months. In 2013, this includes
maturities of US$350 million plus associated debt derivatives, an aggregate
CAD700 million related to the Shaw transaction primarily in 2013, and a
potential bid in the upcoming 700 MHz spectrum auction. Fitch estimates that
the company could spend in the range of CAD500 million to CAD1 billion on the
auction depending on several factors.

An auction spectrum cap limits large wireless service providers to 1 of the 4
prime paired spectrum blocks and 2 of the 5 total paired blocks. The unpaired
lower blocks D and E are not subject to spectrum cap. Rogers may have an
interest in bidding on the unpaired blocks leveraging AT&T Wireless' plan to
use carrier aggregation technology within those spectrum blocks. In 2014,
Rogers has US$1.1 billion of debt maturing plus associated debt derivatives.

Rogers is well positioned from a liquidity perspective to support these cash
requirements as evidenced by its free cash flow (FCF) generation, cash, and
availability under its committed facilities. Rogers' CAD2 billion credit
facility that matures in July 2017 was undrawn at the end of 2012. Cash was
$213 million as of Dec. 31, 2012. In addition, Rogers entered into a CAD900
million accounts receivable securitization program that expires in December
2015. Rogers took a CAD400 million initial draw in January 2013.

FCF for 2012 was approximately CAD612 million after Fitch adjustments
including CAD803 million in dividends. Fitch's FCF expectations for 2013 are
lower than 2012, in the range of CAD400 million to CAD450 million primarily
due to expected increases for cash taxes of approximately CAD300 million and
capital spending of approximately CAD60 million. Rogers estimates its pension
contribution for 2013 at CAD96 million, a CAD11 million increase from 2012.
Rogers' pension plan obligations were funded at a 71% level. As such, Fitch
believes the company has sufficient flexibility to fund its pension deficit
with existing cash flows.

Accordingly, including the lower end of FCF expectations for 2013, Rogers
should have at least CAD2 billion in cash and CAD2.5 billion in undrawn
availability to address its strategic objectives. The company will also
continue to focus excess capital on its shareholders, since Rogers is within
its targeted leverage range. However, Fitch expects future
shareholder-friendly initiatives will be materially less than the average of
CAD2 billion spent during 2009 to 2011. In 2012, Rogers returned approximately
CAD1.3 billion via share repurchases and dividends. Rogers renewed its normal
course issuer bid for 2013 to repurchase up to CAD500 million of its shares,
down from CAD1 billion in the previous authorization.

Rogers maintains an aggressive dividend policy and payout ratio. The company
increased its annual dividend for 2013 by 10% to CAD1.74 per share.
Consequently, Rogers' growing dividend consumes a larger portion of its cash
generation in light of its dividend payout ratio, which has increased from 21%
in 2007 to 57% in 2012. Fitch expects Rogers will pace share repurchases with
any excess cash, consistent with its current financial policies of net
leverage below 2.5x.

RATING SENSITIVITIES

Positive: Future developments that may, individually or collectively, lead to
positive rating include:

--Commitment to leverage target less than 2.0x;

--Stable operating profile that will not materially decline in the face of
IPTV and wireless competition.

Negative: Future developments that may, individually or collectively, lead to
negative rating include:

-- Discretionary actions by Rogers of adopting a more aggressive financial
strategy or an event-driven merger and acquisition activity, that drives
sustained net leverage beyond 2.5x without a sound de-leveraging plan.

Additional information is available at 'www.fitchratings.com'. The ratings
above were solicited by, or on behalf of, the issuer, and therefore, Fitch has
been compensated for the provision of the ratings.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' (Aug. 8, 2012);

--'Rating Telecom Companies: Sector Credit Factors' (Aug. 9, 2012).

Applicable Criteria and Related Research

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

Rating Telecom Companies

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=682323

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Contact:

Fitch Ratings
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Senior Director
Fitch Ratings, Inc.
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or
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