Press Release

Morningstar DBRS Assigns Provisional Credit Rating of BB (high) With Recovery Rating of RR4 and a Stable Trend to Cogeco Communications Inc.’s New Senior Unsecured Notes

February 23, 2024

DBRS Limited (Morningstar DBRS) assigned a provisional credit rating of BB (high) with a recovery rating of RR4 and a Stable trend to Cogeco Communications Inc.’s (Cogeco or the Company) $275 million Senior Unsecured Notes. The recovery rating of RR4 suggests a recovery of 30% to 60% in a default scenario for the Senior Unsecured Notes. There is no change to the Company’s Issuer Rating of BB (high), Stable trend, or its Senior Secured Notes & Debentures rating of BBB (low), Stable trend.

The Senior Unsecured Notes will be direct and unsubordinated unsecured obligations of the Company and will rank equally in right of payment (pari passu), without discrimination, preference, or priority, with all of the Company’s existing and future unsecured senior indebtedness. The Senior Unsecured Notes will be effectively junior in right of payment to all of the Company’s existing and future secured senior indebtedness (including indebtedness under the Company’s syndicated credit agreement and the existing senior secured notes), to the extent of the value of the assets securing such senior indebtedness.

The Senior Unsecured Notes will be guaranteed by the designated subsidiaries consisting of all of Cogeco’s wholly owned Canadian subsidiaries (the Guarantors). The Guarantors will each provide under the trust indenture an absolute, unconditional, and, subject to certain conditions permitted by applicable law, irrevocable guarantee to the trustee and the noteholders for the due and punctual payment and performance of each of the obligations under the Senior Unsecured Notes Trust Indenture as each such obligation becomes due from time to time (whether due to maturity, default, demand, acceleration, or otherwise).

Morningstar DBRS expects the net proceeds of the Senior Unsecured Notes issuance will be used by Cogeco to repay existing indebtedness (including the syndicated credit agreement) and for other general corporate purposes.

The Senior Unsecured Notes will be senior unsecured obligations of Cogeco and will be guaranteed on a senior unsecured basis by the Guarantors. The Company will issue the Senior Unsecured Notes under an indenture to be dated as of the Issue Date (the Indenture) between the Company and Computershare Trust Company of Canada, as trustee (in such capacity, the Trustee) for the holders of the Senior Unsecured Notes.

The credit rating on the Senior Unsecured Notes is a provisional credit rating based on information provided to Morningstar DBRS by the Company and its agents as at the date of this press release. The credit rating can be finalized upon receipt of final information, data, and final versions of the governing transaction documents. To the extent that the documents and the information provided to Morningstar DBRS as of this date differ from the final version of the governing transaction documents, Morningstar DBRS may assign different final credit ratings to the Senior Unsecured Notes.

The credit rating considers the Company’s established footprint in existing markets; the growth potential of the U.S. broadband segment, Breezeline; and Cogeco's potential entry into the Canadian and U.S. mobile markets. The credit rating also reflects intensifying competition, the risks associated with technological and regulatory changes, and the resources required to develop a successful wireless offering. For more information, please see the press release, “DBRS Morningstar Confirms Issuer Rating on Cogeco Communications Inc. at BB (high), Stable Trend, Post Acquisition of Shares,” dated December 11, 2023.

There were no Environmental/Social/Governance factor(s) that had a significant or relevant effect on the credit analysis.

A description of how Morningstar DBRS considers ESG factors within the Morningstar DBRS analytical framework can be found in the Morningstar DBRS Criteria: Approach to Environmental, Social, and Governance Risk Factors in Credit Ratings (January 23, 2024):

(1) Weighting of BRA Factors
In the analysis of Cogeco Communications Inc., the relative weighting of the BRA factors was approximately equal.

(2) Weighting of FRA Factors
In the analysis of Cogeco Communications Inc., the relative weighting of the FRA factors was approximately equal.

(3) Weighting of the BRA and the FRA
In the analysis of Cogeco Communications Inc., the BRA and the FRA carry approximately equal weight.

All figures are in Canadian dollars unless otherwise noted.

Morningstar DBRS applied the following principal methodology: Global Methodology for Rating Companies in the Communications Industry (July 20, 2023):

The following methodologies and criteria have also been applied: DBRS Morningstar Global Criteria: Recovery Ratings for Non-Investment-Grade Corporate Issuers (August 30, 2023):

The credit rating methodologies used in the analysis of this transaction can be found at:

A description of how Morningstar DBRS analyzes corporate finance transactions and how the methodologies are collectively applied can be found at:

The related regulatory disclosures pursuant to the National Instrument 25-101 Designated Rating Organizations are hereby incorporated by reference and can be found by clicking on the link under Related Documents or by contacting us at [email protected].

A provisional credit rating is not a final credit rating with respect to the above-mentioned debt facility and may change or be different than the final credit rating assigned or may be discontinued. The assignment of a final credit rating on the above-mentioned debt facility is subject to receipt by Morningstar DBRS of all data and/or information and final documentation that Morningstar DBRS deems necessary to finalize the credit rating.

The credit rating was initiated at the request of the rated entity.

The rated entity or its related entities did participate in the credit rating process for this credit rating action.

Morningstar DBRS had access to the accounts, management, and other relevant internal documents of the rated entity or its related entities in connection with this credit rating action.

This is a solicited credit rating.

The conditions that lead to the assignment of a Negative or Positive trend are generally resolved within a 12-month period. Morningstar DBRS trends and credit ratings are under regular surveillance.

Information regarding Morningstar DBRS credit ratings, including definitions, policies, and methodologies, is available on or contact us at [email protected].

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