It has been announced that the Bell Canada / BCE Inc. Preferred Share Exchange Offer has been approved:
The face of telecom company BCE Inc. took another step towards being wiped from the Canadian business landscape after Bell Canada shareholders approved exchanging its preferred stock for BCE shares and accepting a one-time payout of 20 cents per share.
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Shareholders representing 61.5 per cent of Bell Canada preferred stock voted 95.26 per cent in favour of the moves.
A couple of investors who attended the meeting voted against the motion, but later refused to explain their decision or reveal whom they represented.
According to the DBRS report dated December 12:
DBRS notes that the Company’s announcement to simplify its corporate structure will not result in DBRS consolidating the Bell Canada and BCE Inc. ratings, as the holding company and operating company structure will still exist from a legal perspective. Thus, DBRS will maintain a one notch rating differential reflecting structural subordination. Although DBRS does acknowledge that debt levels at BCE Inc. have decreased substantially, BCE Inc. will continue to be dependent on Bell Canada for the financing of its interest, preferred and common dividends on a go forward basis. Although the level of dividends from Bell Canada that will need to be up streamed to BCE Inc. are expected to decrease, DBRS believes that this will be somewhat offset by Bell Canada absorbing the BCE Inc. corporate expenses.
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Finally, DBRS notes that the Company has indicated that under a plan of arrangement, holders of Bell Canada preferred shares will be asked to exchange their shares for BCE Inc. preferred shares with the same series rights. The arrangement must be approved by the holders of common and preferred shares of Bell Canada, each voting as a separate class, at a special meeting to be held on January 23, 2007. As previously stated, BCE Inc.’s preferred shares are rated one notch lower, reflecting structural subordination.
So: the Bell Canada pref holders have given up a notch of credit rating for a one-time payment and no extra dividend. Let’s hope it works out well for them.
