Stingray Digital Group Inc. acquires Newfoundland Capital Corp. Ltd., completes subscription receipts offerings

On October 26, 2018, Stingray Digital Group Inc. (TSX: RAY.A; RAY.B), a leading music, media and technology company, completed the acquisition of Newfoundland Capital Corporation Limited (TSX: NCC.A; NCC.B), one of Canada’s leading radio broadcasters with 101 broadcast licences (72 radio stations and 29 repeating signals) across Canada, in a transaction valued at approximately $506 million. 

To finance part of the purchase price for the acquisition, Stingray completed on May 23, 2018, a $83 million bought-deal public offering of subscription receipts co-led by National Bank Financial Inc. and BMO Capital Markets, a $40 million private placement of subscription receipts with Caisse de dépôt et placement du Québec, a $15.1 million issuance of subscription receipts through the exercise of subscription rights financed by Investissement Québec and Le Fonds de solidarité FTQ, and entered into new credit facilities on August 21, 2018, in the amount of $450 million with a syndicate of Canadian banks. Stingray also entered into a $50 million loan agreement on October 26, 2018 with Le Fonds de solidarité FTQ. 

Stingray Digital Group Inc. was represented in-house by Lloyd Perry Feldman and by Davies Ward Phillips & Vineberg LLP with a team led by Olivier Désilets and comprised of Brian Kujavsky, Nicolas Morin, Alyssa Wiseman, Florence Bienvenu and Elodie Fon (M&A and Securities), Alain Roberge (Banking), Marie-Emmanuelle Vaillancourt (Tax), and Charles Tingley (Competition). Grant Buchanan at McCarthy Tétrault LLP acted as CRTC regulatory counsel for Stingray Digital Group Inc. 

Newfoundland Capital Corporation Limited was represented by Stewart McKelvey with a team led by Christine Pound and comprised of Andrew Burke, Colleen Keyes, Laurie Jones, Kevin Landry and Tyler James (M&A and Securities), Paul Festeryga (Tax), and Deanne MacLeod (Competition). Peter Grant at McCarthy Tétrault LLP acted as CRTC regulatory counsel for Newfoundland Capital Corporation Limited. The Independent Committee of the Board of Directors of Newfoundland Capital Corporation Limited was represented by Matthew Cumming at McCarthy Tétrault LLP. 

The underwriters in the bought-deal public offering were represented by Fasken Martineau DuMoulin LLP with a team led by Jean-Pierre Chamberland and comprised of Caitlin Rose and Dan Su (Securities), Stephen Whitehead and Scott Prescott (Regulatory) and Claude Jodoin (Tax). 

Caisse de dépôt et placement du Québec and the lenders under the new credit facilities were represented by McCarthy Tétrault LLP with a team comprised of Patrick Boucher and Laure Fouin (Securities) and Michel Deschamps and Marjolaine Hémond Hotte (Banking), and Caisse de dépôt et placement du Québec was represented in-house by Sophie Lussier. 

Le Fonds de solidarité FTQ and Investissement Québec were represented in-house by Sébastien Berthelet and Ali El Haskouri, respectively.