Sirius XM Canada completes recapitalization and go-private transaction

On May 25, 2017, Sirius XM Canada Holdings Inc. completed its statutory plan of arrangement whereby all its shares were acquired by a corporation, 2517835 Ontario Inc., owned by Slaight Communications Inc., Obelysk Media Inc. and Sirius XM Radio Inc.

Sirius XM Canada Holdings also announced that it will be redeeming all of its outstanding 5.625 per cent senior unsecured notes due April 23, 2021, at a redemption price equal to 102.813 per cent of the principal amount of the Existing Notes plus accrued and unpaid interest.

The arrangement, which was announced on May 13, 2016, was approved at the special meeting of shareholders held on August 30, 2016, by the Ontario Superior Court of Justice (Commercial List) on September 6, 2016, and by the Canadian Radio-television and Telecommunications Commission on April 26, 2017.

Sirius XM Canada Holdings
Inc. operates as SiriusXM Canada. SiriusXM Canada, with more than 2.8 million subscribers, is the countrys leading audio entertainment company and broadcasts more than 130 satellite radio channels featuring premier sports, news, talk, entertainment and commercial-free music. SiriusXM Canada offers an array of content from the most recognized news, entertainment and major sports brands including the NHL, NFL, NBA, MLB, NASCAR, CNN, CBC, FOX, BBC, Howard Stern, Disney, Comedy Central and more.

Stikeman Elliott LLP was deal counsel to Sirius XM Canada
Holdings Inc.; Blake, Cassels & Graydon LLP was counsel to the Special Committee of the Board; and Fasken Martineau DuMoulin LLP was its regulatory counsel.

Sirius XM Canada Holdings Inc. was also represented by its Senior Vice President & General Counsel, Oliver Jaakkola, and its Director, Legal & Regulatory, Christopher Ferguson.

Stikeman Elliott
s team included Dee Rajpal, Ryan Kirvan and Charlie McDonald (M&A/corporate), John Lorito and Lindsay Gwyer (tax), Alex Rose (litigation) and Michael Kilby (competition).

The Blakes team included Michael Gans, Shlomi Feiner and Jacquie LaBine (securities) and Seumas Woods (litigation).

The Fasken Martineau team included Stephen Whitehead, Scott Prescott and Yael Wexler.

Norton Rose Fulbright Canada LLP advised Sirius XM Radio
Inc. and Sirius XM Canada Holdings Inc. with a team that included Ava Yaskiel, Robert Mason, Adrienne Oliver, Martin Masse and Janet Wong.

Sirius XM Radio Inc. was also represented by its EVP, General Counsel & Corporate Secretary, Patrick Donnelly, and its SVP & Deputy General Counsel, Ruth Ziegler.

McCarthy Tétrault LLP was counsel to Canada Broadcasting Corporation with a team that included David Woollcombe and Clemens Mayr (M&A/securities).

Torys LLP represented National Bank Financial as financial advisor to Sirius XM Canada Holdings Inc. with a team that included John Emanoilidis and Josh Lavine.