Rogers Communications Inc. and Shaw Communications Inc. have announced:
- Rogers to acquire all issued and outstanding Class A Shares and Class B Shares of Shaw for a price of $40.50 per share in cash, amounting to approximately $20 billion, which reflects a premium of approximately 70% to Shaw’s recent Class B Share price
- Transaction valued at approximately $26 billion inclusive of approximately $6 billion of Shaw debt, equivalent to 10.7x 2021 Calendar Year EBITDA based on latest consensus estimates, or 7.6x post synergies
- Transaction to be funded by cash consideration of $40.50 to all shareholders, with the exception of approximately 60% of the Shaw family shares which will be exchanged for 23.6 million Class B Shares of Rogers at an exchange ratio of 0.70 reflecting the volume weighted average trading price of Rogers shares over the last 10 days
- The transaction is not conditional upon financing, as Rogers has secured committed financing to cover the cash consideration
- Pro forma leverage on closing is expected to be just over 5x and Rogers expects to maintain its investment grade rating
Alexandra Posadzki comments in the Globe:
Rogers Communications Inc. (RCI-B-T +5.65% increase) may have to sell off some wireless assets to get its $20.4-billion bid for Shaw Communications Inc. (SJR-B-T +2.51%increase) past a government that has been pushing to increase wireless competition and reduce cellphone bills, analysts say.
The deal announced on Monday is likely to face significant regulatory hurdles, analysts said, because it would eliminate Canada’s fourth-largest wireless carrier, Shaw-owned Freedom Mobile. The regional carrier – which operates in Ontario, Alberta and British Columbia – has been credited with driving price competition in recent years.
She commented later:
The announcement comes three weeks ahead of the April 6 deadline for telecoms to pay their deposits if they wish to participate in the June auction for airwaves critical for 5G. Experts say the deal raises questions about Shaw’s ability to bid on licenses for the 3,500-megahertz spectrum – airwaves used to transmit wireless signals.
“Based on a reading of the auction rules, there is a non-negligible possibility that the announced merger may jeopardize Shaw’s participation as a stand-alone entity in the upcoming spectrum auction,” Johanne Lemay, co-president of telecom consultancy Lemay-Yates Associates Inc., said in an e-mail.
The 3,500-MHz band is a key one for the delivery of fifth-generation wireless services because it can carry large volumes of data over long distances.
“Sitting out this auction could make or break a company,” said Gregory Taylor, a spectrum expert and associate professor at the University of Calgary. “If Shaw were out of this auction and then somehow the deal does not go through, Shaw is in big trouble.”
DBRS has placed Shaw under Review-Developing:
DBRS Limited (DBRS Morningstar) placed all ratings of Shaw Communications Inc. (Shaw or the Company) Under Review with Developing Implications following the announcement of an agreement to combine Shaw with Rogers Communications Inc. (Rogers; rated BBB (high) and Under Review with Negative Implications by DBRS Morningstar) in a $26 billion transaction (including the assumption of approximately $6 billion of Shaw’s debt; the Transaction). The closing of the Transaction is subject to a series of approvals including regulatory considerations and is expected to close by the first half of 2022.
…
The status of Under Review with Developing Implications reflects Rogers’ potential assumption of approximately $6 billion of Shaw’s debt should the Transaction close according to terms substantially similar to those proposed. DBRS Morningstar expects Shaw’s debt will effectively rank pari passu with Rogers’ existing senior unsecured indebtedness.DBRS Morningstar will proceed with its review as more information becomes available and aims to resolve the Under Review status by the closing of the Transaction.
… and placed Rogers under Review-Negative:
DBRS Limited (DBRS Morningstar) placed all ratings of Rogers Communications Inc. (Rogers or the Company) Under Review with Negative Implications following the Company’s announcement of an agreement to combine Rogers with Shaw Communications Inc. (Shaw; rated BBB and Under Review with Developing Implications by DBRS Morningstar) in a $26 billion transaction (including the assumption of approximately $6 billion of Shaw’s debt; the Transaction). The closing of the Transaction is subject to a series of approvals including regulatory considerations and is expected to close by the first half of 2022.
…
DBRS Morningstar notes that under the Arrangement Agreement, Rogers has the right to cause Shaw to redeem the Company’s outstanding preferred shares on June 30, 2021 (valued at $293 million as of Q4 F2020) in accordance with its terms by providing written notice to Shaw. As of the date of this press release, Rogers has not exercised this right.
…
The Under Review with Negative Implications status reflects DBRS Morningstar’s view that while Rogers’ business profile should benefit from increased scale, an enlarged geographic footprint, and enhanced spectrum license portfolio and potential cost synergies, the benefits do not completely offset the risks associated with the initial increase in financial leverage as lease-adjusted debt-to-EBITDA may increase above 5.0 times on an unadjusted basis and assuming leveraged acquisition.In its review, DBRS Morningstar will focus on (1) assessing the business risk profile of the combined entity as well as the risks associated with integration and realization of synergy potential; (2) Rogers’ financial risk profile on a pro forma basis, including free cash flow-generating capacity of the combined entity; and (3) the Company’s longer-term business strategy and financial management intentions going forward.
Affected issues are SJR.PR.A and SJR.PR.B
Standard & Poor’s comments:
- On March 15, 2021, Canadian cable and national wireless operator Rogers Communications Inc. (RCI) announced that it had agreed to acquire Canadian cable operator Shaw Communications Inc. for about C$26 billion. We expect initial leverage to be above 5x–almost two categories higher than RCI’s current leverage.
- We predict long-term benefits for RCI, in terms of its pro forma scale and market share, reflecting the combined national network(s) and spectrum position for 5G wireless.
- However, integration and transition risks, potential restructuring costs, and spectrum investments could result in subdued discretionary free operating cash flow and materially higher leverage in the first couple of years after closing.
- Therefore, S&P Global Ratings placed its ‘BBB+’ long-term and ‘A-2’ short-term ratings on RCI on CreditWatch with negative implications.
- The CreditWatch placement indicates the risk of an up to two-notch downgrade of RCI.
Another redemption!
National Bank of Canada to Redeem its First Preferred Shares Series 34 (NVCC)
Montreal, 17 March 2021 –
National Bank of Canada (“National Bank”) today announced its intention, subject to approval from the Office of the Superintendent of Financial Institutions, to redeem all of its 16,000,000 issued and outstanding Non-Cumulative 5-Year Rate Reset First Preferred Shares Series 34 (Non-Viability Contingent Capital (NVCC)) (the “Preferred Shares Series 34”) on May 15, 2021, for cash at a redemption price of $25.00 per share, together with all declared and unpaid dividends.
“… under the Arrangement Agreement, Rogers has the right to cause Shaw to redeem the Company’s outstanding preferred shares on June 30, 2021”
The reference is to sec. 4.8 of the Arrangement Agreement, available on SEDAR. The option, entirely in Roger’s discretion, has to be exercised no later than 40 days prior to June 30th. The next window for redemption would otherwise be June 30, 2026, and Rogers probably has a number of good reasons to not want to wait for that next window assuming the deal goes through.
Sec. 4.8(b) of the Agreement goes on to provide, in substance, that if Rogers requests such redemption and Shaw complies and redeems the prefs on June 30, but then the deal is not completed through no fault of Shaw, Rogers has to reimburse Shaw “for all reasonable out-of-pocket costs and expenses incurred in connection with the Preferred Share Redemption; and (ii) make a payment to [Shaw] … in the amount of $120,000,000” .
shrinking supply …..from a td waterhouse report on power corp …..Power Corp still intends to redeem $350mm of preferred shares
Per https://newsroom.shaw.ca/corporate/newsroom/article/materialDetail.aspx?MaterialID=6442452518 there is information for Shaw preferred shares that:
Pursuant to the terms of the Arrangement Agreement entered into by Shaw and Rogers on March 13, 2021, Rogers has exercised its right to require Shaw to redeem all of Shaw’s issued and outstanding preferred shares (at the redemption price of $25.00 per share plus any accrued and unpaid dividends up to but excluding the redemption date) on June 30, 2021 in accordance with their terms. Shaw expects to provide notice of its intention to redeem the preferred shares to the registered holders thereof on May 28, 2021.