TELUS Corporation Announces Cash Tender Offers for Two Series of Debt Securities

Published: 2025-06-20 11:36:55 ET T.TO

Published on 06/20/2025 at 11:36

TELUS Corporation announced the commencement of separate offers to purchase for cash any and all of the two series of outstanding notes of the series listed below (collectively, the "Notes"), up to a maximum of $750,000,000 aggregate principal amount of Notes. Subject to the Maximum Purchase Condition (as defined below) and the Financing Condition (as defined below), the series of Notes that are purchased in the Offers will be based on the Acceptance Priority Level (as defined below) set forth in the table below. If a given series of Notes is accepted for purchase pursuant to the Offers, all Notes of that series that are validly tendered will be accepted for purchase.

No series of Notes will be subject to proration pursuant to the Offers. The Offers are made upon the terms and subject to the conditions set forth in the Offer to Purchase dated June 20, 2025 relating to the Notes (the "Offer to Purchase") and the notice of guaranteed delivery attached as Appendix A thereto (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Tender Offer Documents"). Capitalized terms used but not defined in this news release have the meanings given to them in the Offer to Purchase.

Acceptance Priority Level(1) Title of Notes Principal Amount Outstanding (in millions) CUSIP /ISIN Nos.(2) Reference Security(3) Bloomberg Reference Page(3) Fixed Spread (Basis Points)(3) 1 4.600% Notes due November 16, 2048 $750 87971M BH5 /US87971MBH51 5.000% U.S. Treasury due May 15, 2045 FIT1 +110 2 4.300% Notes due June 15, 2049 $500 87971M BK8 /US87971MBK80 4.625% U.S. Treasury due February 15, 2055 FIT1 +115 The Offers will expire at 5:00 p.m. (Eastern time) on June 27, 2025, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the "Expiration Date"). Notes may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on June 27, 2025, unless extended with respect to any Offer. For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) will be the second business day after the Expiration Date and is expected to be 5:00 p.m. (Eastern time) on July 1, 2025, unless extended with respect to any Offer (the "Guaranteed Delivery Date").

Provided that the Financing Condition has been satisfied or waived by the Settlement Date (as defined below) and all other conditions to the Offers have been satisfied or waived by the Company by the Expiration Date, settlement for all Notes validly tendered and not validly withdrawn prior to the Expiration Date or pursuant to a Notice of Guaranteed Delivery will be four business days after the Expiration Date and two business days after the Guaranteed Delivery Date, respectively, which is expected to be July 3, 2025, unless extended with respect to any Offer (the "Settlement Date"). Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes are accepted for purchase in the Offers will receive the applicable Total Consideration for each $1,000 principal amount of such Notes in cash on the Settlement Date. Promptly after 2:00 p.m. (Eastern time) on June 27, 2025, the Price Determination Date, unless extended with respect to any Offer, the Company will issue a press release specifying, among other things, the Total Consideration for each series of Notes validly tendered and accepted.

In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Settlement Date (the "Accrued Coupon Payment"). Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by The Depository Trust Company ("DTC") or its participants.

The Company's obligation to complete an Offer with respect to a particular series of Notes validly tendered is conditioned on the satisfaction of conditions described in the Offer to Purchase, including that the aggregate principal amount purchased in the Offers (the "Aggregate Purchase Amount") not exceed $750,000,000 (the "Maximum Purchase Amount"), on the Maximum Purchase Amount being sufficient to include the aggregate principal amount of all validly tendered and not validly withdrawn Notes of such series (after accounting for all validly tendered Notes that have a higher Acceptance Priority Level) (the "Maximum Purchase Condition") and on the Company having raised by the Settlement Date net proceeds through one or more issuances of debt in the public or private capital markets, on terms reasonably satisfactory to the Company, sufficient to purchase all Notes validly tendered (and not validly withdrawn) up to the Maximum Purchase Amount and accepted for purchase by the Company in the Offers and to pay Accrued Interest and all fees and expenses in connection with the Offers (the "Financing Condition"). The Company reserves the right, but is under no obligation, to increase or waive the Maximum Purchase Amount, in its sole discretion subject to applicable law, with or without extending the Withdrawal Date.