XM Canada and Sirius Canada Complete Merger
|Areas||Competition, Antitrust and Foreign Investment, Tax|
Goodmans represented Sirius Canada Inc. in connection with the completion of a combination transaction pursuant to which Canadian Satellite Radio Holdings Inc. (carrying on business as XM Canada) acquired all of the issued and outstanding shares of Sirius Canada. The combined enterprise value of XM Canada and Sirius Canada was in excess of $500 million. Under the combination transaction, the shareholders of Sirius Canada, being the Canadian Broadcasting Corporation ("CBC"), Sirius XM Radio Inc. ("Sirius XM") and Slaight Communications Inc. ("Slaight"), received shares of XM Canada from treasury. The shares issued to the shareholders of Sirius Canada represented an approximate 58% equity interest in XM Canada, on a partially diluted basis, immediately following closing of the combination transaction.
Together with the closing of the combination transaction, XM Canada closed a refinancing transaction consisting of a private placement of 9.75 per cent Senior Notes due 2018 (the "New Notes") and an exchange offer (the "Exchange Offer") for all of its outstanding 12.75 per cent Senior Notes due 2014 (the "Existing Notes").
Approximately US$68.8 million aggregate principal amount of Existing Notes were accepted for exchange in the Exchange Offer. The refinancing transactions resulted in the issuance of approximately $130.8 million aggregate principal amount of New Notes.
National Bank Financial Inc., Canaccord Genuity Corp., RBC Dominion Securities Inc. and CIBC World Markets Inc. acted as agents on the private placement.