Shares of BCE Inc. (BCE) suffered their biggest downdraft in at least a quarter
century yesterday (Thursday), after an unexpected court ruling threatened to
derail a $53.9 billion leveraged buyout (LBO).
A collapse would make it the biggest LBO ever to fail. Indeed, BCE would top
the list of 62 LBOs - with a combined value of $174 billion - that were announced last
year and then later abandoned as borrowing costs more than tripled,
Bloomberg News reported.
BCE had expected to complete the buyout by next month.
The shares of the No. 1 Canadian telephone company plunged as much as 16%
yesterday - and closed at $33.10, down $4.73, or 12.5% - after a Quebec judge
had ruled that bondholders can challenge the sale because they weren’t treated
fairly. The ruling throws the takeover deal in jeopardy, and could require the
buyers to renegotiate the deal’s terms if they opted to proceed.
The decline was the biggest since 1983, when the company traded in its
longstanding "Bell Canada" name for a new listing as "BCE."
One of the suitors, the Canada Pension Plan Investment Board, said it has no
interest in making a renewed bid for BCE.
But in a late development yesterday, reports surfaced in the Canadian business press containing
speculation that the all-but-certain collapse of the BCE-Teachers deal could
prompt another bid by BCE rival Telus Corp. (TU),
Canada’s No. 2 phone company. After much groundwork last year - much of it under
the glare of close media scrutiny - Telus
finally decided not to make a bid for BCE.
The current BCE LBO deal has been the subject of intense speculation over the
past several months thanks to a declining capital market and lower trading
prices than the offered $42.75 per share.
Back in June, BCE agreed to a $43.44-a-share offer from a group led by the
Ontario Teachers’ Pension Plan. The market price of BCE’s U.S. stock is now 24%
below the offering price the deal was based upon.
"The probability of the deal closing at [the agreed-upon price] on June 30 is
almost zero," Craig MacAdam, a portfolio manager at Aurion Capital in Toronto,
told Bloomberg. "But there’s still room to maneuver.
The deal is not completely dead yet. All the stakeholders will have to get back
to the table and renegotiate."
The bondholders - including CIBC Global
Asset Management Inc., a unit of Canadian Imperial Bank of Commerce (CM) - say
the LBO would overload the telecom firm with debt, substantially boosting the
risk of a default. CIBC is one of Canada’s so-called "Big Four" banks.
According to details of the deal contained in regulatory filings, the
teachers would raise about $34.56 billion in debt (C$34 billion). The equity
value of the deal is more than the debt, according to published reports.
Some of the teachers’ partners in the deal include Providence Equity Partners
Inc., of Rhode Island and Madison Dearborn Partners LLC of Chicago. The buyout
unit of New York-based Merrill Lynch & Co. Inc. (MER) joined the deal later on.
"The decision effectively terminates the proposed transaction," Mark Meland,
a Montreal lawyer representing the bondholder group, said in an interview with
Bloomberg. "Unless the decision is overruled, the plan
of arrangement is now defeated."
