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6-K 1 tm2518323d11_6k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934

 

For the month of June 2025
Commission File Number 001-15144

 

TELUS CORPORATION
(Translation of registrant's name into English)

 

23rd Floor, 510 West Georgia Street
Vancouver, British Columbia V6B 0M3
Canada
(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F ¨ Form 40-F x Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

Signatures

 

 

TELUS CORPORATION  
   
By: /s/ Andrea Wood  
  Name: Andrea Wood  
  Title: Executive Vice President and Chief Legal and Governance Officer  

 

Date: June 30, 2025

 

  2  

 

Exhibit Index

 

Exhibit Number   Description of Document
     
99.1   Press Release dated June 27, 2025
99.2   Press Release dated June 30, 2025
99.3   Press Release dated June 30, 2025

 

  3  

 

EX-99.1 2 tm2518323d11_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

News Release

 

June 27, 2025

 

TELUS ANNOUNCES PRICING OF CASH TENDER OFFERS FOR TWO SERIES OF DEBT SECURITIES

 

Vancouver, B.C. – TELUS Corporation (the “Company”) announced today the pricing terms of its previously announced separate offers (the “Offers”) to purchase for cash up to the Maximum Purchase Amount (as defined below) of its outstanding notes of the series listed in the table below (collectively, the “Notes”).

 

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.

 

Set forth in the table below is the applicable Total Consideration (as defined below) for each series of Notes, as calculated as of 2:00 p.m. (Eastern time) today, June 27, 2025, in accordance with the Offer to Purchase.

 

Acceptance
Priority
Level (1)
  Title of
Notes
  Principal
Amount
Outstanding
(in
millions)
    CUSIP /
ISIN
Nos. (2)
  Reference
Security (3)
  Reference
Yield
    Bloomberg
Reference
Page (3)
  Fixed
Spread
(Basis
Points)
(3)
    Total
Consideration
(3)
 
1   4.600% Notes due November 16, 2048     US$750     87971M BH5 /US87971MBH51   5.000% U.S. Treasury due May 15, 2045     4.819 %   FIT1     +110       US$834.11  
2   4.300% Notes due June 15, 2049     US$500     87971M BK8 /US87971MBK80   4.625% U.S. Treasury due February 15, 2055     4.824 %   FIT1     +115       US$788.18  

 

 

(1) Subject to the satisfaction or waiver by the Company of the conditions of the Offers described in the Offer to Purchase, if the Maximum Purchase Condition (as defined below) is not satisfied with respect to all series of Notes, the Company will accept Notes for purchase in the order of their respective Acceptance Priority Level specified in the table above (each, an “Acceptance Priority Level,” with 1 being the highest Acceptance Priority Level and 2 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a particular Acceptance Priority Level will not be accepted for purchase even if a series with a higher or lower Acceptance Priority Level is accepted for purchase.

 

(2) No representation is made by the Company as to the correctness or accuracy of the CUSIP numbers or ISINs listed in this news release or printed on the Notes. They are provided solely for convenience.

 

(3) The total consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each US$1,000 principal amount of such series of Notes validly tendered for purchase has been based on the applicable Fixed Spread specified in the table above for such series of Notes, plus the applicable yield based on the bid-side price of the applicable U.S. Treasury reference security as specified in the table above, as quoted on the applicable Bloomberg Reference Page as of 2:00 p.m. (Eastern time) today, June 27, 2025. The Total Consideration does not include the applicable Accrued Coupon Payment (as defined below), which will be payable in cash in addition to the applicable Total Consideration.

 

 

 

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) today, 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 US$1,000 principal amount of such Notes in cash on the Settlement Date.

 

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 Offers are subject to the satisfaction of certain conditions as described in the Offer to Purchase, including that the aggregate principal amount purchased in the Offers not exceed US$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, 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).

 

  2  

 

The Company has retained J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC to act as lead dealer managers and BMO Capital Markets Corp., CIBC World Markets Corp., Scotia Capital (USA) Inc., TD Securities (USA) LLC, Desjardins Securities Inc., National Bank of Canada Financial Inc. and SMBC Nikko Securities America, Inc. to act as co-dealer managers (collectively, the “Dealer Managers”) for the Offers. Questions regarding the terms and conditions for the Offers should be directed to J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll-free) or +1 (212) 834-3046 (collect), RBC Capital Markets, LLC at +1 (877) 381-2099 (toll-free) or +1 (212) 618-7843 (collect) or Wells Fargo Securities, LLC at +1 (866) 309-6316 (toll-free) or +1 (704) 410-4235 (collect).

 

Global Bondholder Services Corporation is acting as the Information and Tender Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies of the Offer to Purchase may be directed to Global Bondholder Services Corporation in New York by telephone at +1 (212) 430-3774 (for banks and brokers only) or +1 (855) 654-2015 (for all others toll-free), or by email at contact@gbsc-usa.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Tender Offer Documents can be accessed at the following link: http://www.gbsc-usa.com/telus.

 

If the Company terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the Information and Tender Agent, and all Notes tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked in DTC will be released.

 

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

 

This news release is for informational purposes only. This news release is not an offer to purchase or a solicitation of an offer to sell any Notes or any other securities, and is not an offer to sell or the solicitation of an offer to buy any securities, of the Company or any of its subsidiaries. The Offers are being made solely pursuant to the Offer to Purchase. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction. In any jurisdiction in which the securities or “blue sky” laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to have been made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

 

No action has been or will be taken in any jurisdiction that would permit the possession, circulation or distribution of either this news release, the Offer to Purchase or any material relating to us or the Notes in any jurisdiction where action for that purpose is required. Accordingly, neither this news release, the Offer to Purchase nor any other offering material or advertisements in connection with the Offers may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.

 

  3  

 

Forward-looking Statements

 

This news release contains statements about future events, including statements regarding the terms and timing for completion of the Offers, including the acceptance for purchase of any Notes validly tendered and the expected Expiration Date and Settlement Date thereof; and the satisfaction or waiver of certain conditions of the Offers. By their nature, forward-looking statements require us to make assumptions and predictions and are subject to inherent risks and uncertainties including risks associated with capital and debt markets. There is significant risk that the forward-looking statements will not prove to be accurate. Forward-looking statements are provided herein for the purpose of giving information about the proposed Offers. Readers are cautioned that such information may not be appropriate for other purposes. 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 the Maximum Purchase Condition and the Financing Condition. Accordingly, there can be no assurance that repurchases of Notes under the Offers will occur at all or at the expected time indicated in this news release. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause actual future performance and events to differ materially from those described in the forward-looking statements. Accordingly, this news release is subject to the disclaimer and the qualifications and risk factors as set out in our 2024 annual management’s discussion and analysis and in our first quarter 2025 management’s discussion and analysis and in other TELUS public disclosure documents and filings with securities commissions in Canada (on SEDAR+ at sedarplus.ca) and in the United States (on EDGAR at sec.gov). The forward-looking statements contained in this news release describe our expectations at the date of this news release and, accordingly, are subject to change after such date. Except as required by law or the Tender Offer Documents, TELUS disclaims any intention or obligation to update or revise forward-looking statements.

 

About TELUS

 

TELUS (TSX: T, NYSE: TU) is a world-leading communications technology company operating in more than 45 countries and generating over C$20 billion in annual revenue with more than 20 million customer connections through our advanced suite of broadband services for consumers, businesses and the public sector. We are committed to leveraging our technology to enable remarkable human outcomes. TELUS is passionate about putting our customers and communities first, leading the way globally in client service excellence and social capitalism. Our TELUS Health business is enhancing more than 150 million lives across 200 countries and territories through innovative preventive medicine and well-being technologies. Our TELUS Agriculture & Consumer Goods business utilizes digital technologies and data insights to optimize the connection between producers and consumers. Guided by our enduring 'give where we live' philosophy, TELUS, our team members and retirees have contributed C$1.8 billion in cash, in-kind contributions, time and programs including 2.4 million days of service since 2000, earning us the distinction of the world’s most giving company. For more information, visit telus.com or follow @TELUSNews on X and @Darren_Entwistle on Instagram.

 

Investor Relations
Robert Mitchell
ir@telus.com

 

Media Relations
Steve Beisswanger

Steve.Beisswanger@telus.com

 

  4  

 

EX-99.2 3 tm2518323d11_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2

   
News Release

 

June 30, 2025

 

TELUS ANNOUNCES RESULTS OF ITS CASH TENDER OFFERS FOR TWO SERIES OF DEBT SECURITIES

 

Vancouver, B.C. – TELUS Corporation (the “Company”) announced today the results of its previously announced two separate offers (the “Offers”) to purchase for cash the outstanding notes of the series listed in the table below (collectively, the “Notes”).

 

The Offers were 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 (together with the Offer to Purchase, the “Tender Offer Documents”). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

 

The Offers expired at 5:00 p.m. (Eastern time) on June 27, 2025 (the “Expiration Date”). The Guaranteed Delivery Date is 5:00 p.m. (Eastern time) on July 1, 2025. The Settlement Date will be July 3, 2025.

 

According to information provided by Global Bondholder Services Corporation, the Information and Tender Agent in connection with the Offers, US$318,255,000 combined aggregate principal amount of Notes were validly tendered prior to or at the Expiration Date and not validly withdrawn. In addition, US$789,000 combined aggregate principal amount of Notes were tendered pursuant to the Guaranteed Delivery Procedures and remain subject to the Holders’ performance of the delivery requirements under such procedures. The table below provides certain information about the Offers, including the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn at or prior to the Expiration Date and the aggregate principal amount of Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date pursuant to the Tender Offer Documents.

 

Acceptance
Priority
Level
  Title of Notes   CUSIP / ISIN
Nos. (1)
  Principal
Amount
Outstanding (in
millions)
  Total
Consideration (2)
  Principal
Amount
Tendered (3)
  Principal
Amount
Accepted (3)
  Principal
Amount
Reflected in
Notices of
Guaranteed
Delivery
1   4.600% Notes due November 16, 2048   87971M BH5 /US87971MBH51   US$750   US$834.11   US$189,405,000   US$189,405,000   US$750,000
2   4.300% Notes due June 15, 2049   87971M BK8 /US87971MBK80   US$500   US$788.18   US$128,850,000   US$128,850,000   US$39,000

 

 


 

(1) No representation is made by the Company as to the correctness or accuracy of the CUSIP numbers or ISINs listed in this news release or printed on the Notes. They are provided solely for convenience.

 

(2) The total consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each US$1,000 principal amount of such series of Notes validly tendered for purchase.

 

(3) The amounts exclude the principal amounts of Notes for which Holders have complied with certain procedures applicable to guaranteed delivery pursuant to the Guaranteed Delivery Procedures. Such amounts remain subject to the Guaranteed Delivery Procedures. Notes tendered pursuant to the Guaranteed Delivery Procedures are required to be tendered at or prior to 5:00 p.m. (Eastern time) on July 1.

 

Overall, US$318,255,000 aggregate principal amount of Notes have been accepted for purchase, excluding the Notes delivered pursuant to the Guaranteed Delivery Procedures. A condition of the Offers is that the aggregate principal amount purchased in the Offers shall not exceed US$750,000,000 (the “Maximum Purchase Amount”) and that the Maximum Purchase Amount is sufficient to include the aggregate principal amount of all validly tendered and not validly withdrawn Notes of a series (after accounting for all validly tendered Notes that have a higher Acceptance Priority Level) (the “Maximum Purchase Condition”). The Maximum Purchase Condition has been satisfied with respect to the Offers for both series of Notes. Accordingly, all Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date have been accepted for purchase.

 

The financing condition described in the Tender Offer Documents has been satisfied as a result of the closing of the Company’s previously announced offering of junior subordinated notes in an aggregate principal amount of US$1.5 billion.

 

Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes have been accepted for purchase in the Offers will receive the applicable Total Consideration specified in the table above for each US$1,000 principal amount of such Notes, which will be payable in cash on the Settlement Date.

 

In addition to the applicable Total Consideration, Holders whose Notes have been accepted for purchase will be paid the Accrued Coupon Payment. Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers, including those tendered pursuant to the Guaranteed Delivery Procedures. 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 has retained J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC to act as lead dealer managers and BMO Capital Markets Corp., CIBC World Markets Corp., Scotia Capital (USA) Inc., TD Securities (USA) LLC, Desjardins Securities Inc., National Bank of Canada Financial Inc. and SMBC Nikko Securities America, Inc. to act as co-dealer managers (collectively, the “Dealer Managers”) for the Offers. Questions regarding the terms and conditions for the Offers should be directed to J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll-free) or +1 (212) 834-3046 (collect), RBC Capital Markets, LLC at +1 (877) 381-2099 (toll-free) or +1 (212) 618-7843 (collect) or Wells Fargo Securities, LLC at +1 (866) 309-6316 (toll-free) or +1 (704) 410-4235 (collect).

 

Global Bondholder Services Corporation is acting as the Information and Tender Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies of the Offer to Purchase may be directed to Global Bondholder Services Corporation in New York by telephone at +1 (212) 430-3774 (for banks and brokers only) or +1 (855) 654-2015 (for all others toll-free), or by email at contact@gbsc-usa.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Tender Offer Documents can be accessed at the following link: http://www.gbsc-usa.com/telus.

 

  2  

 

If the Company terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the Information and Tender Agent, and all Notes tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof. Upon such termination, any Notes blocked in DTC will be released.

 

This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to sell any Notes or any other securities, and is not an offer to sell or the solicitation of an offer to buy any securities, of the Company or any of its subsidiaries. The Offers were made solely pursuant to the Offer to Purchase. The Offers were not made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction. In any jurisdiction in which the securities or “blue sky” laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to have been made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

 

No action has been or will be taken in any jurisdiction that would permit the possession, circulation or distribution of either this announcement, the Offer to Purchase or any material relating to us or the Notes in any jurisdiction where action for that purpose is required. Accordingly, neither this announcement, the Offer to Purchase nor any other offering material or advertisements in connection with the Offers may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.

 

Forward-looking Statements

 

This news release contains statements about future events, including statements regarding the terms and timing for completion of the Offers, including the expected Settlement Date thereof and the satisfaction or waiver of certain conditions of the Offers. By their nature, forward-looking statements require us to make assumptions and predictions and are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate. Forward-looking statements are provided herein for the purpose of giving information about the Offers referred to above. Readers are cautioned that such information may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause actual future performance and events to differ materially from those described in the forward-looking statements. Accordingly, this news release is subject to the disclaimer and the qualifications and risk factors as set out in our 2024 annual management’s discussion and analysis and in our first quarter 2025 management’s discussion and analysis and other TELUS public disclosure documents and filings with securities commissions in Canada (on SEDAR+ at sedarplus.ca) and in the United States (on EDGAR at sec.gov). The forward-looking statements contained in this news release describe our expectations at the date of this news release and, accordingly, are subject to change after such date. Except as required by law or the Tender Offer Documents, TELUS disclaims any intention or obligation to update or revise forward-looking statements.

 

About TELUS

 

TELUS (TSX: T, NYSE: TU) is a world-leading communications technology company operating in more than 45 countries and generating over C$20 billion in annual revenue with more than 20 million customer connections through our advanced suite of broadband services for consumers, businesses and the public sector. We are committed to leveraging our technology to enable remarkable human outcomes. TELUS is passionate about putting our customers and communities first, leading the way globally in client service excellence and social capitalism. Our TELUS Health business is enhancing more than 150 million lives across 200 countries and territories through innovative preventive medicine and well-being technologies. Our TELUS Agriculture & Consumer Goods business utilizes digital technologies and data insights to optimize the connection between producers and consumers. Guided by our enduring 'give where we live' philosophy, TELUS, our team members and retirees have contributed C$1.8 billion in cash, in-kind contributions, time and programs including 2.4 million days of service since 2000, earning us the distinction of the world’s most giving company. For more information, visit telus.com or follow @TELUSNews on X and @Darren_Entwistle on Instagram.

 

Investor Relations
Bill Zhang
ir@telus.com

 

Media Relations
Steve Beisswanger

Steve.Beisswanger@telus.com

 

  3  

 

EX-99.3 4 tm2518323d11_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3

 

  News Release

 

June 30, 2025

 

TELUS Announces Upsizing and Results of its Cash Tender Offers for Eight Series of Debt Securities

 

Vancouver, B.C. – TELUS Corporation (the “Company”) today announced (i) the release of the results of its previously announced separate offers (the “Offers”) to purchase for cash up to the Maximum Purchase Amount (as defined below) of its outstanding notes of the series listed in the table below (collectively, the “Notes”), and (ii) that it has amended the Offers by increasing the Maximum Purchase Amount from C$600,000,000 to an amount sufficient to accept all tendered 3.95% Senior Notes, Series CAB due February, 2050 and 4.10% Senior Notes, Series CAE due April, 2051 in full and approximately C$261,873,000 principal amount of the 4.40% Senior Notes, Series CU due January, 2046.

 

The Offers

 

The Offers were 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.

 

According to information provided by Computershare Investor Services Inc., the Tender Agent, C$3,108,424,000 combined aggregate principal amount of the Notes were validly tendered in connection with the Offers prior to or at 5:00 p.m. (Eastern time) on June 27, 2025 (the “Expiration Date”) and not validly withdrawn. The table below provides certain information about the Offers, including the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn prior to the Expiration Date.

 

Title of
Notes(1)
Principal
Amount
Outstanding
(in millions)
CUSIP / ISIN
Nos.(1)
Reference
Security(2)
Bloomberg
Reference
Page(2)
Fixed Spread
(Basis
Points)(2)
Principal
Amount
Tendered (in
millions)
Indicative
Acceptance
Amount (in
millions)
3.95% Senior Notes, Series CAB due February, 2050 C$800 87971MBP7 / CA87971MBP73

CAN 2¾

12/01/55

FIT

CAN0-50

+145 C$691.7 C$691.7
4.10% Senior Notes, Series CAE due April, 2051 C$500 87971MBT9 / CA87971MBT95

CAN 2¾

12/01/55

FIT

CAN0-50

+145 C$421.9 C$421.9
2.05% Senior Notes, Series CAD due October, 2030 C$500 87971MBS1 / CA87971MBS13  

CAN 1¼

06/01/30

FIT

CAN0-50

+70 C$200.3 -

 

 


 

4.40% Senior Notes, Series CU due January, 2046 C$500 87971MBB8 / CA87971MBB87

CAN 2¾

12/01/55

FIT

CAN0-50

+150 C$436.5 C$261.9
4.40% Senior Notes, Series CL due April, 2043 C$600 87971MAS2 / CA87971MAS22

CAN 2¾

12/01/55

FIT

CAN0-50

+150 C$458.5 -
2.85% Senior Notes, Series CAF due November, 2031 C$750 87971MBV4 / CA87971MBV42

CAN 1½

06/01/31

FIT

CAN0-50

+90 C$330.4 -
4.70% Senior Notes, Series CW due March, 2048 C$475 87971MBE2 / CA87971MBE27

CAN 2¾

12/01/55

FIT

CAN0-50

+160 C$327.1 -
4.75% Senior Notes, Series CR due January, 2045 C$400 87971MAY9 / CA87971MAY99

CAN 2¾

12/01/55

FIT

CAN0-50

+160 C$242.0 -

 

(1) No representation is made by the Company as to the correctness or accuracy of the CUSIP numbers or ISINs listed in this news release or printed on the Notes. They are provided solely for convenience.

 

(2) The total consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each C$1,000 principal amount of such series of Notes validly tendered and accepted for purchase will be based on the applicable Fixed Spread specified in the table above for such series of Notes, plus the applicable yield based on the bid-side price of the applicable Canadian reference security as specified in the table above, as quoted on the applicable Bloomberg Reference Page as of 11:00 a.m. (Eastern time) today, June 30, 2025, unless extended by the Company with respect to the applicable Offer. The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration.

 

Indicative Series Acceptance Amounts

 

The Company expects to accept for purchase C$691.7 million aggregate principal amount of the 3.95% Senior Notes, Series CAB due February, 2050, C$421.9 million aggregate principal amount of the 4.10% Senior Notes, Series CAE due April, 2051, none of the tendered 2.05% Senior Notes, Series CAD due October, 2030, C$261.9 million aggregate principal amount of the 4.40% Senior Notes, Series CU due January, 2046 tendered into the Offer for such Notes, on a pro rata basis, with the actual amount accepted to be adjusted for rounding due to proration, none of the tendered 4.40% Senior Notes, Series CL due April, 2043, none of the tendered 2.85% Senior Notes, Series CAF due November, 2031, none of the tendered 4.70% Senior Notes, Series CW due March, 2048 and none of the tendered 4.75% Senior Notes, Series CR due January, 2045.

 

 


 

The Financing Condition as described in the Offer to Purchase has been satisfied as a result of the closing of the Company’s previously announced offering of junior subordinated notes in an aggregate principal amount of US$1.5 billion.

 

Pricing and Settlement

 

Pricing in respect of the Notes is expected to occur at 11:00 a.m. (Eastern time) today, June 30, 2025, following which the Final Acceptance Amount, the Offer Yield and the Total Consideration in respect of the Notes validly tendered and accepted for purchase pursuant to the Offers will be announced by the Company.

 

The “Settlement Date” in respect of any Notes validly tendered and accepted for purchase pursuant to the Offer for such Notes is expected to be July 3, 2025 (the “Settlement Date”). The Company will also pay an Accrued Coupon Payment in respect of Notes validly tendered and accepted for purchase pursuant to the Offer for such Notes. Holders whose Notes are accepted for purchase will lose all rights as a Holder of the tendered Notes and interest will cease to accrue on the Settlement Date for all Notes accepted in the Offer for such Notes.

 

The Company has retained RBC Dominion Securities Inc. (“RBC”), BMO Nesbitt Burns Inc. (“BMO”), CIBC World Markets Inc. (“CIBC”), Scotia Capital Inc. (“Scotia”) and TD Securities Inc. (“TD”) to act as lead dealer managers and Desjardins Securities Inc., National Bank Financial Inc., J.P. Morgan Securities Canada Inc., SMBC Nikko Securities Canada, Ltd., Wells Fargo Securities Canada, Ltd. and ATB Securities Inc. to act as co-dealer managers (collectively, the “Dealer Managers”) for the Offers. Questions regarding the terms and conditions for the Offers or for copies of the Offer to Purchase should be directed to RBC at 1-877-381-2099 (toll-free) or 1-416-842-6311 (collect), BMO at 1-833-418-0762 (toll-free) or 1-416-359-6359 (collect), CIBC at 1-416-594-8515 (collect), Scotia at 1-416-863-7438 (collect) or TD at 1-866-584-2096 (toll-free) or 1-416-982-6451 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.

 

If the Company terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the Tender Agent, and all Notes tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof. With effect from such termination, any Notes blocked in CDS will be released.

 

Offer and Distribution Restrictions

 

The Offers were made solely pursuant to the Offer to Purchase. This news release does not constitute a solicitation of an offer to buy any securities in the United States. No Offer constitutes an offer or an invitation by, or on behalf of, TELUS or the Dealer Managers (i) to participate in the Offers in the United States; (ii) to, or for the account or benefit of, any “U.S. person” (as such term is defined in Regulation S of the U.S. Securities Act of 1933, as amended); or (iii) to participate in the Offers in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction, and such persons are not eligible to participate in or tender any securities pursuant to the Offers. No action has been or will be taken in the United States or any other jurisdiction that would permit the possession, circulation or distribution of this news release, the Offer to Purchase or any other offering material or advertisements in connection with the Offers to (i) any person in the United States; (ii) any U.S. person; (iii) anyone in any other jurisdiction in which such offer or solicitation is not authorized; or (iv) any person to whom it is unlawful to make such offer or solicitation. Accordingly, neither this news release, the Offer to Purchase nor any other offering material or advertisements in connection with the Offers may be distributed or published, in or from the United States or any such other jurisdiction (except in compliance with any applicable rules or regulations of such other jurisdiction). Tenders will not be accepted from any holder located or resident in the United States.

 

 


 

In any jurisdiction in which the securities laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to have been made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

 

This news release is for informational purposes only. This news release is not an offer to purchase or a solicitation of an offer to sell any Notes or any other securities of TELUS or any of its subsidiaries.

 

Forward-looking Statements

 

This news release contains statements about future events, including statements regarding the terms and timing for completion of the Offers, including the series of Notes and amount thereof expected to be accepted for purchase pursuant to the Offers and the expected Settlement Date. By their nature, forward-looking statements require us to make assumptions and predictions and are subject to inherent risks and uncertainties including risks associated with capital and debt markets. There is significant risk that the forward-looking statements will not prove to be accurate. Forward-looking statements are provided herein for the purpose of giving information about the Offers referred to above. Readers are cautioned that such information may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause actual future performance and events to differ materially from those described in the forward-looking statements. Accordingly, this news release is subject to the disclaimer and the qualifications and risk factors as set out in our 2024 annual management’s discussion and analysis and in our first quarter 2025 management’s discussion and analysis and in other TELUS public disclosure documents and filings with securities commissions in Canada (on SEDAR+ at sedarplus.ca) and in the United States (on EDGAR at sec.gov). The forward-looking statements contained in this news release describe our expectations at the date of this news release and, accordingly, are subject to change after such date. Except as required by law or the Offer to Purchase, TELUS disclaims any intention or obligation to update or revise forward-looking statements.

 

About TELUS

 

TELUS (TSX: T, NYSE: TU) is a world-leading communications technology company operating in more than 45 countries and generating over C$20 billion in annual revenue with more than 20 million customer connections through our advanced suite of broadband services for consumers, businesses and the public sector. We are committed to leveraging our technology to enable remarkable human outcomes. TELUS is passionate about putting our customers and communities first, leading the way globally in client service excellence and social capitalism. Our TELUS Health business is enhancing more than 150 million lives across 200 countries and territories through innovative preventive medicine and well-being technologies. Our TELUS Agriculture & Consumer Goods business utilizes digital technologies and data insights to optimize the connection between producers and consumers. Guided by our enduring 'give where we live' philosophy, TELUS, our team members and retirees have contributed C$1.8 billion in cash, in-kind contributions, time and programs including 2.4 million days of service since 2000, earning us the distinction of the world’s most giving company. For more information, visit telus.com or follow @TELUSNews on X and @Darren_Entwistle on Instagram.

 

Investor Relations
Bill Zhang
ir@telus.com

 

Media Relations
Steve Beisswanger

Steve.Beisswanger@telus.com