On June 21, 2011, Canadian Satellite Radio Holdings Inc. (carrying on business as XM Canada) and Sirius Canada Inc. (carrying on business as Sirius Canada) completed a combination transaction pursuant to which 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 per cent 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.
XM Canada was represented by Oliver Jaakkola, General Counsel, and Dee Rajpal, Jonah Mann, Courtney Wilson and Bradley Zander (M&A); Francesco Gucciardo (tax) and Victor Chai and Vic Arora (corporate/banking) of Stikeman Elliott LLP. Robert Buchan and Stephen Whitehead (communications) and Leslie Milton (competition) of Fasken Martineau DuMoulin LLP acted as special regulatory counsel to XM Canada.
Sirius Canada was represented by Sherry Kerr, General Counsel, and Dale Lastman, Robert Vaux, Shevaun McGrath and Chris Sunstrum (M&A); Alan Bowman and Mark Biderman (tax) and Richard Annan (competition) of Goodmans LLP. Grant Buchanan of McCarthy Tétrault LLP acted as special regulatory counsel to Sirius Canada.
The agents on the private placement were represented by David Wilson and William Buchner of Davies Ward Phillips & Vineberg LLP.
CBC was represented by Davies Ward Phillips & Vineberg LLP with a team comprising Robert Vineberg, Neil Kravitz and Franziska Ruf (M&A/securities) and George Addy and Jim Dinning (competition).
Sirius XM was represented by a team led by Ava Yaskiel (M&A); Paul Conlin (regulatory); Kevin Ackhurst (competition) and Adrienne Oliver (tax) of Norton Rose OR LLP.
Canadian Satellite Radio Investments Inc. (the largest shareholder of XM Canada) was represented by James Elder, Anthony Milazzo, Stephen Fyfe and Matthew Certosimo of Borden Ladner Gervais LLP.