Rogers and Bell conclude $80 million purchase of Look Communications' spectrum and broadcast license pursuant to uniquely structured transaction
Client
Rogers Communications Inc., Bell Canada and Inukshuk Wireless Partnership
On September 11, 2009, Rogers Communications Inc. and Bell Canada (through their joint venture, Inukshuk Wireless Partnership), completed the acquisition of the spectrum and broadcast licence of Look Communications Inc .
The sale was effected by way of a unique structure using a monitor appointed as part of a court-approved plan of arrangement under the Canada Business Corporations Act. While monitors are appointed in connection with plans of arrangement under the Companies' Creditors Arrangement Act, they have not previously been used in connection with a plan of arrangement in a non-insolvency context.
Among the benefits of the structure were that: (1) bidders could have confidence in the integrity of the process and the existence of a level playing field, (2) shareholders were able to approve the sale without knowing deal terms but with confidence in the integrity of the process, (3) creditors or any others that might take issue with the transaction were able to put their case forward at the time of court approval of the plan of arrangement, minimizing the risk of unwelcome surprises at later stages of the transaction, (4) the involvement of the court-approved monitor gave each of the parties confidence that any issues that might arise between them could be referred to the monitor, as an impartial party, for mediation and the monitor could in turn refer such issues to the Court if necessary and (5) even if the seller became subject to insolvency proceedings prior to closing or chose not to diligently pursue regulatory approval, with an appropriate court order the buyer could be assured that its rights would be respected pending closing.
Court approval of the plan of arrangement was received on May 14, 2009, at which time Inukshuk paid a $30 million non-refundable deposit and accepted the risk of losing its deposit if regulatory approval was not obtained. The balance of the purchase price was payable upon satisfaction of all conditions precedent to completion of the plan of arrangement, including regulatory approval from Industry Canada.
Fasken Martineau advised Rogers, Bell Canada and Inukshuk in this transaction, and played a key role in structuring the sale process, with a team led by Jon Levin and including Laurie Dunbar, Steve Whitehead, Aubrey Kauffman, Stuart Brotman, Aaron Atkinson and Dan Batista.
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