Rogers’ workplace in downtown Calgary on March 31. Jude Broke/The Globe and Mail
Rogers Communications Inc. Shaw Communications Inc. RCI-BT paid $20 billion to purchase historic.
When the transaction was first introduced greater than two years in the past, Rogers estimated that the entire fees in regulatory filings filed on the time — together with all financial advisor, legal professional, accountant and agent fees, printing and By transport prices – roughly $100 would quantity to million US {dollars}.
And that was earlier than racking up tens of thousands and thousands of {dollars} in authorized fees to beat regulatory resistance and paying lenders lots of of thousands and thousands of {dollars} to increase the deadline to shut the deal.
In line with official info, the settlement of the authorized dispute with the Federal Competitors Authority alone resulted in losses of over US$30 million in authorized fees.
Rogers declined to touch upon how a lot the corporate would finally pay in whole. Nonetheless, public information point out that the quantity shall be significant given the quantity of advisors concerned and the complexity of the transaction.
For instance, Financial institution of America Corp has served as a financial advisor to Rogers for the reason that first supply was introduced in March 2021, whereas additionally offering a $19 billion bridge mortgage to the corporate. The cash was one of the most important bridging loans in Canadian historical past.
A yr later, Rogers changed that debt with a debt providing from the sale of US and Canadian bonds totaling $7.05 billion, respectively. Rogers additionally dedicated a $6 billion time period mortgage from an undisclosed group of banks.
In August 2022, the corporate paid $557 million to its lenders to increase the maturity of these bonds, based on its newest annual report. With the deal pending by way of the top of final yr, Rogers needed to pay an extra $262 million to its lenders.
One other side of the deal that made it notably engaging to Bay Avenue was the truth that each the client and vendor had been Canadian, which means that almost all of the fees had been paid to home advisors. In line with information from the Institute of Mergers, Acquisitions and Alliances, Shaw’s buy by Rogers will result in Suncor Vitality Inc. It’s the second most dear buyout by a Canadian firm for the reason that US acquired Petro-Canada in 2009.
Suncor’s seek for Petro-Canada additionally managed to keep away from the various lengthy delays and regulatory battles that plagued the Rogers-Shaw transaction.
Then there was the Rogers household feud, which erupted solely months after the preliminary supply to amass Shaw, pitting Edward Rogers, the one son of firm founder Ted Rogers, in opposition to his mom and his two sisters.
Ken McEwan, founding companion of McEwan Companions LLP, represented Mr. Rogers in a dramatic authorized battle that resulted in November 2021 when the British Columbia Supreme Court docket upheld its proper to overtake the corporate’s board of administrators.
Mr. Rogers additionally retained the Disaster Communications firm Navigator Restricted through the controversy. And Walid Soliman, president of Norton Rose Fulbright Canada LLP, was employed by his sister – Melinda Rogers-Hickson – to oppose him.
Along with the fees paid immediately by Rogers, different company stakeholders associated to the deal contributed considerably to Bay Avenue’s payday. Quebecor Inc., whose Videotron division will purchase Shaw’s Freedom Cellular for $2.85 billion as half of the transaction, not too long ago retained Bennett Jones LLP to symbolize its pursuits in a contest court docket dispute, Through which public filings say the price is about $2 million {dollars}.
“While the fees are high, it reflects the reality of what is required to complete a complex transaction in a highly regulated industry,” stated John Clifford, Macmillan LLP’s Chief Working Officer and Accomplice within the Merger – and Takeover Follow. going through significant points.” of the legislation agency, which was indirectly concerned within the transaction.
“We speak lots within the M&A world lately in regards to the elevated scrutiny of transactions by regulators, particularly competitors and antitrust authorities, making complicated offers harder to finish. And meaning extra advisors and value extra,” Mr Clifford stated.
“This reflects the effort required, particularly with respect to attorneys who charge by the hour as opposed to investment bankers who charge a percentage of the transaction value.”
Goodmans LLP served as authorized counsel to Rogers through the Shaw transaction, whereas Shaw retained Davis Ward Phillips & Weinberg LLP and Wachtel, Lipton, Rosen & Katz.
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