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

Published: 2025-06-20 11:37:23 ET T.TO

Published on 06/20/2025 at 11:37

TELUS Corporation announced the commencement of separate offers (the "Offers") to purchase for cash up to CAD 600,000,000 (the "Maximum Purchase Amount") in aggregate purchase price, excluding accrued and unpaid interest, of its outstanding senior notes of the eight series listed in the table below (collectively, the "Notes"), which Maximum Purchase Amount may be increased, decreased or waived by the Company in its sole discretion. Each Offer is subject to the satisfaction or waiver of certain conditions, including the Financing Condition (as defined below). 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").

Capitalized terms used but not defined in this news release have the meanings given to them in the Offer to Purchase. The amount of Notes purchased in the Offers and the allocation of such amount between the eight series listed below will be determined by the Company, in its sole discretion. The Offers may be subject to proration as described in the Offer to Purchase.

Title of Notes(1) Principal Amount Outstanding (in millions) CUSIP /ISIN Nos.(1) Par Call Date(2) Reference Security(3) Bloomberg Reference Page(3) Fixed Spread (Basis Points)(3) 3.95% Senior Notes, Series CAB due February, 2050 CAD 800 87971MBP7 /CA87971MBP73 August 16, 2049 CAN 2¾ 12/01/55 FIT CAN0-50 +145 4.10% Senior Notes, Series CAE due April, 2051 CAD 500 87971MBT9 /CA87971MBT95 October 5, 2050 CAN 2¾ 12/01/55 FIT CAN0-50 +145 2.05% Senior Notes, Series CAD due October, 2030 CAD 500 87971MBS1 /CA87971MBS13 July 7, 2030 CAN 1¼ 06/01/30 FIT CAN0-50 +70 4.40% Senior Notes, Series CU due January, 2046 CAD 500 87971MBB8 /CA87971MBB87 July 29, 2045 CAN 2¾ 12/01/55 FIT CAN0-50 +150 4.40% Senior Notes, Series CL due April, 2043 CAD 600 87971MAS2 /CA87971MAS22 October 1, 2042 CAN 2¾ 12/01/55 FIT CAN0-50 +150 2.85% Senior Notes, Series CAF due November, 2031 CAD 750 87971MBV4 /CA87971MBV42 August 13, 2031 CAN 1½ 06/01/31 FIT CAN0-50 +90 4.70% Senior Notes, Series CW due March, 2048 CAD 475 87971MBE2 /CA87971MBE27 September 6, 2047 CAN 2¾ 12/01/55 FIT CAN0-50 +160 4.75% Senior Notes, Series CR due January, 2045 CAD 400 87971MAY9 /CA87971MAY99 July 17, 2044 CAN 2¾ 12/01/55 FIT CAN0-50 +160 Terms of the Offers The Offers will expire at 5:00 p.m. (Eastern time) on June 27, 2025, unless extended or earlier terminated by the Company (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 (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the "Withdrawal Date"), unless extended by the Company with respect to any Offer. 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 and accepted for purchase will be three business days after the Expiration Date, which is expected to be July 3, 2025, unless extended by the Company 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 CAD 1,000 principal amount of such Notes in cash on the Settlement Date. Promptly after 11:00 a.m. (Eastern time) on June 30, 2025, the Price Determination Date, unless extended by the Company 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 for purchase or that the Company intends to accept for purchase subject to the satisfaction or waiver of the Financing Condition by the Settlement Date. In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase by the Company 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 CDS Clearing and Depository Services Inc. ("CDS") or its participants. Any Notes validly tendered pursuant to the Offers but not accepted for purchase by the Company will be returned promptly to the tendering Holders thereof.

The Company may increase or waive the Maximum Purchase Amount with or without extending the Withdrawal Date. If Holders tender more Notes in the Offers than they expect to be accepted for purchase based on the Maximum Purchase Amount and the Company subsequently accepts more than such Holders expected of such Notes tendered as a result of an increase of the Maximum Purchase Amount, such Holders may not be able to withdraw any of their previously tendered Notes. The Offers are subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase, including 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) and accepted for purchase by the Company in the Offers and to pay accrued and unpaid interest and all fees and expenses in connection with the Offers (the "Financing Condition").

The Company reserves the right, subject to applicable law, to waive any and all conditions to any Offer. If any of the conditions is not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each event subject to applicable laws, and may terminate or alter any or all of the Offers. The Offers are not conditioned on the tender of any aggregate minimum principal amount of Notes of any series (subject to minimum denomination requirements as set forth in the Offer to Purchase).