FACTBOX: BCE court case involves biggest leveraged buyout

Tue Jun 17, 2008 10:46am EDT
 
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(Reuters) - The Supreme Court of Canada is hearing on Tuesday morning an appeal by BCE Inc. (BCE.TO)(BCE.N) of a lower court decision that imperils the telecom company's C$34.8 billion ($34.1 billion) buyout.

Here are some key facts about the case.

THE COMPANY

- BCE is Canada's largest communications company, parent of Bell Canada, with 54,000 employees and 800 million shares.

- Its Toronto-listed shares closed at C$37.12 just before the May 21 Quebec court decision, and fell to a 52-week low of C$31.80 during the next day. Their 52-week high was C$41.80 last July 3, and they closed at C$33.53 on Monday.

- Total debt is C$11.36 billion. Subtracting C$2.48 billion in cash/cash equivalents leaves net debt of C$8.88 billion.

- It has an operating margin of 21.13 percent.

THE PROPOSED BUYOUT

- Ontario Teachers' Pension Plan, with U.S.-based private equity firms Providence Equity Partners, Madison Dearborn Partners and Merrill Lynch Global Private Equity, are offering C$42.75 a share to take BCE private.

- It would be the largest leveraged buyout in history.

DEADLINES

- The offer must receive court approval by June 30.

- Bondholders who oppose the deal say this deadline could be extended if the purchaser, company and banks agree, but it is far from certain that a new deal could be reached. For one thing, the banks want to improve their terms and could seek to delay the transaction if they do not get their way.

CENTRAL ISSUES

- The case turns on whether corporate boards in takeover situations have a duty to their shareholders only, or also to bondholders and other stakeholders.

- The Quebec Court of Appeal blocked the buyout on the grounds that the BCE board failed to take into account the interests of bondholders in backing a deal with substantially increased debt.  Continued...

 

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