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6-K 1 tm2532289d6_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 December 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: December 4, 2025

 

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Exhibit Index

 

Exhibit Number   Description of Document
     
99.1   Pricing Press Release dated December 4, 2025
99.2   Press Release dated December 4, 2025

 

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EX-99.1 2 tm2532289d6_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

News Release

 

December 4, 2025

 

TELUS announces pricing of US$ and CAD$ junior subordinated notes offerings

 

Base shelf prospectus is accessible, and prospectus supplement will be accessible for CAD$ offering within two business days, through SEDAR+

 

Vancouver, B.C. – TELUS announced today it has priced an offering of US$1.5 billion aggregate principal amount of Fixed-to-Fixed Rate Junior Subordinated Notes in two series (together, the “US Notes”).

 

The US$800 million Fixed-to-Fixed Rate Junior Subordinated Notes, Series C due June 9, 2056 will initially bear interest at an annual rate of 6.375% and reset every five years starting on June 9, 2031 at an annual rate equal to the Five-Year U.S. Treasury rate plus a spread of 2.694%, provided that the interest rate during any five-year interest period will not reset below 6.375%. The US$700 million Fixed-to-Fixed Rate Junior Subordinated Notes, Series D due June 9, 2056 will initially bear interest at an annual rate of 6.625% and reset every five years starting on June 9, 2036 at an annual rate equal to the Five-Year U.S. Treasury rate plus a spread of 2.515%, provided that the interest rate during any five-year interest period will not reset below 6.625%.

 

The US Notes are offered through a syndicate of underwriters led by CIBC Capital Markets, BMO Capital Markets, TD Securities and Wells Fargo Securities. Closing of the offering is expected to occur on or about December 9, 2025, subject to the satisfaction of customary closing conditions.

 

TELUS also announced today it has priced an offering of CAD$800 million aggregate principal amount of Fixed-to-Fixed Rate Junior Subordinated Notes in two series (together, the “Canadian Notes”).

 

The CAD$400 million Fixed-to-Fixed Rate Junior Subordinated Notes, Series CAT due June 9, 2056 will initially bear interest at an annual rate of 5.375% and reset every five years starting on June 9, 2031 to an annual rate equal to the prevailing five-year Government of Canada rate plus a spread of 2.470%, provided that the interest rate during any five-year interest period will not reset below 5.375%. The CAD$400 million Fixed-to-Fixed Rate Junior Subordinated Notes, Series CAU due June 9, 2056 will initially bear interest at an annual rate of 5.875% and reset every five years starting on June 9, 2036 to an annual rate equal to the prevailing five-year Government of Canada rate plus a spread of 2.555%, provided that the interest rate during any five-year interest period will not reset below 5.875%.

 

 


 

The Canadian Notes are offered through a syndicate of agents led by CIBC Capital Markets, BMO Capital Markets and TD Securities. Closing of the offering is expected to occur on or about December 9, 2025, subject to the satisfaction of customary closing conditions.

 

A portion of the net proceeds of the US Notes and Canadian Notes offerings will be used to fund the tender offer, which commenced on December 4, 2025, to purchase for cash up to $500 million (the “Maximum Purchase Amount”) of TELUS’ outstanding 3.95% Notes, Series CAB due February, 2050, 4.10% Notes, Series CAE due April, 2051, 4.40% Notes, Series CU due January, 2046, 4.40% Notes, Series CL due April, 2043, 4.70% Notes, Series CW due March, 2048, 2.85% Notes, Series CAF due November, 2031 and 4.75% Notes, Series CR due January, 2045 (the “Tender Offer”). TELUS has the right to increase, decrease or waive the Maximum Purchase Amount, in its sole discretion. TELUS intends to use the remaining net proceeds from the offerings not applied to the Tender Offer for the repayment of outstanding indebtedness, including the redemption of all of the $600 million aggregate principal amount outstanding on TELUS’ 3.75% Notes, Series CV due March, 2026 and for other general corporate purposes.

 

The US Notes will be further described in the prospectus supplement that TELUS will be filing to its short form base shelf prospectus dated December 4, 2025 with the Securities and Exchange Commission as part of an effective shelf registration statement on Form F-10. The US Notes are not being offered in Canada or to any resident of Canada except in transactions exempt from the prospectus requirements of applicable Canadian securities laws.

 

The Canadian Notes will be further described in the prospectus supplement that TELUS will be filing to its short form base shelf prospectus dated December 4, 2025 with securities regulatory authorities in each of the provinces of Canada. The Canadian Notes are not being offered in the United States or to any resident of the United States.

 

This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities being offered have not been approved or disapproved by any securities regulatory authority in Canada or the United States, nor has any authority passed upon the accuracy or adequacy of the short form base shelf prospectus or the prospectus supplement.

 

Copies of the short form base shelf prospectus and the prospectus supplements relating to the offering of the US Notes and Canadian Notes when filed with securities regulatory authorities in the United States and Canada, respectively, may be obtained from the Chief Legal and Governance Officer of TELUS at 510 W. Georgia St., 23rd Floor, Vancouver, British Columbia V6B 0M3 (telephone 604-695-6420). Copies of these documents are, or will be, available electronically, as applicable, on the Electronic Data Gathering, Analysis, and Retrieval system, administered by the US Securities and Exchange Commission (“EDGAR”) at www.sec.gov, and on the System for Electronic Data Analysis and Retrieval+ of the Canadian Securities Administrators (“SEDAR+”), at www.sedarplus.ca. Investors should read the short form base shelf prospectus and prospectus supplements before making an investment decision. Access to the prospectus supplement and the base shelf prospectus, and any amendments thereto, is provided in accordance with securities legislation relating to the procedures for providing access to such documents.

 

 


 

Forward-Looking Statements

 

This news release contains statements about future events pertaining to the offerings and the Tender Offer, including the anticipated closing date of the offerings and the intended use of the net proceeds of the offerings. 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. The timing and closing of the above-mentioned offerings and the Tender Offer are subject to customary closing conditions and other risks and uncertainties. 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 (“MD&A”), and updated in our third quarter 2025 MD&A, 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, 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. TELUS Health is enhancing more than 160 million lives across 200 countries and territories through innovative preventive medicine and well-being technologies. TELUS Agriculture & Consumer Goods utilizes digital technologies and data insights to optimize the connection between producers and consumers. TELUS Digital specializes in digital customer experiences and future-focused digital transformations that deliver value for their global clients. 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.

 

Investor Relations

Robert Mitchell

ir@telus.com

 

Media Relations

Steve Beisswanger

Steve.Beisswanger@telus.com

 

 

 

EX-99.2 3 tm2532289d6_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

News Release

 

December 4, 2025

 

TELUS Announces Cash Tender Offers for Seven Series of Debt Securities

 

VANCOUVER, B.C., TELUS Corporation (“TELUS” or the “Company”) today announced the commencement of separate offers (the “Offers”) to purchase for cash up to C$500,000,000 (the “Maximum Purchase Amount”) in aggregate purchase price, excluding accrued and unpaid interest, of its outstanding notes of the seven 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

 

The Offers are made upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 4, 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 seven 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. In addition, we reserve the right to accept significantly more or significantly less (or none) of any series of Notes as compared to the other series of Notes.

 

Title of Notes(1) Principal
Amount
Outstanding
CUSIP / ISIN
Nos.(1)
Par Call
Date(2)
Reference
Security(3)
Bloomberg
Reference
Page(3)
Fixed
Spread
(Basis
Points)(3)
3.95% Notes, Series CAB due February, 2050 C$105,257,000 87971MBP7 /
CA87971MBP73
August 16, 2049 CAN 2¾
12/01/55  
FIT
CAN0-50  
+145
4.10% Notes, Series CAE due April, 2051 C$78,105,000 87971MBT9 /
CA87971MBT95
October 5, 2050 CAN 2¾
12/01/55  
FIT
CAN0-50  
+145
4.40% Notes, Series CU due January, 2046 C$233,187,000 87971MBB8 /
CA87971MBB87
July 29, 2045 CAN 2¾
12/01/55  
FIT
CAN0-50  
+135
4.40% Notes, Series CL due April, 2043 C$600,000,000 87971MAS2 /
CA87971MAS22
October 1, 2042 CAN 2¾
12/01/55  
FIT
CAN0-50  
+125
4.70% Notes, Series CW due March, 2048 C$475,000,000 87971MBE2 /
CA87971MBE27
September 6, 2047 CAN 2¾
12/01/55  
FIT
CAN0-50  
+130
2.85% Notes, Series CAF due November, 2031 C$750,000,000 87971MBV4 /
CA87971MBV42
August 13, 2031 CAN 1½
06/01/31  
FIT
CAN0-50  
+60
4.75% Notes, Series CR due January, 2045 C$400,000,000 87971MAY9 /
CA87971MAY99
July 17, 2044 CAN 2¾
12/01/55  
FIT
CAN0-50  
+130

 

(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) For each series of Notes, the calculation of the applicable Total Consideration (as defined below) may be performed to either the maturity date or such par call date, in accordance with standard market convention.
   
(3) 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 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) on December 12, 2025, unless extended by the Company with respect to the applicable Offer (such date and time with respect to an Offer, as the same may be extended by the Company with respect to such Offer, the “Price Determination Date”). 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.

 

 


 

Terms of the Offers

 

The Offers will expire at 5:00 p.m. (Eastern time) on December 11, 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 December 11, 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 December 16, 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 C$1,000 principal amount of such Notes in cash on the Settlement Date. Promptly after 11:00 a.m. (Eastern time) on December 12, 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.

 

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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 in the Offers (and not validly withdrawn) and accepted for purchase by the Company and to pay accrued and unpaid interest in respect thereof 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) and none of the Offers is conditioned on the consummation of any other Offer.

 

The Company has retained CIBC World Markets Inc. (“CIBC”), BMO Nesbitt Burns Inc. (“BMO”), RBC Dominion Securities Inc. (“RBC”), Scotia Capital Inc. (“Scotia”) and TD Securities Inc. (“TD”) to act as lead dealer managers (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 CIBC at 1-416-594-8515 (collect), BMO at 1-833-418-0762 (toll-free) or 1-416-359-6359 (collect), RBC at 1-877-381-2099 (toll-free) or 1-416-842-6311 (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.

 

Computershare Investor Services Inc. will act as the Tender Agent for 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.

 

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 CDS for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

 

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Offer and Distribution Restrictions

 

The Offers are being 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 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 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 third 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 Offer to Purchase, TELUS disclaims any intention or obligation to update or revise forward-looking statements.

 

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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. TELUS Health is enhancing more than 160 million lives across 200 countries and territories through innovative preventive medicine and well-being technologies. TELUS Agriculture & Consumer Goods utilizes digital technologies and data insights to optimize the connection between producers and consumers. TELUS Digital specializes in digital customer experiences and future-focused digital transformations that deliver value for their global clients. 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

 

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