Thursday, June 15, 2017

Shaw purchases 700/2500 MHz spectrum, divests ViaWest

Canada's Shaw Communications announced it has entered into a series of transactions designed to enhance long-term growth opportunities, specifically a share purchase agreement with GI Partners portfolio company Peak 10 to sell its subsidiary ViaWest for approximately C$2.3 billion ($1.675 billion) and an agreement with Quebecor Media to acquire 700 MHz and 2,500 MHz wireless spectrum licences for $430 million.

ViaWest transaction

ViaWest is a provider of hybrid IT solutions including colocation, cloud computing and security and compliance for North American enterprises. Under the agreement, ViaWest is being acquired by Peak 10 for approximately C$2.3 billion. Shaw noted that it originally invested $1.2 billion (approximately C$1.3 billion at the exchange rate at the time) in the operation.

Shaw expects to realise net cash proceeds from the ViaWest transaction of approximately C$900 million after the repayment of ViaWest level indebtedness of approximately $580 million, repayment of the $380 million Shaw credit facility borrowings associated with the original investment and subsequent INetU acquisition, and estimated transaction expenses and taxes.

The ViaWest transaction is subject to customary conditions, including U.S. regulatory approval, and is expected to close in fiscal year 2017, which ends in August. The transaction is not subject to a financing condition.

Spectrum transaction

Shaw also announced that it has entered into a definitive agreement with Quebecor Media for the acquisition of 700 MHz and 2,500 MHz wireless spectrum licences for a sum of $430 million. The spectrum licences being acquired comprise the 10 MHz licences of 700 MHz spectrum in each of British Columbia, Alberta, and Southern Ontario, as well as the 20 MHz licences of 2,500 MHz spectrum in Vancouver, Edmonton, Calgary and Toronto.

In addition to the spectrum acquisition cost, capex associated with the deployment of the acquired spectrum are estimated at approximately C$350 million. The company expects the bulk of the capital for the network build to be incurred during fiscal 2018. The spectrum transaction will be funded using a combination of cash proceeds from the ViaWest transaction, cash on hand and/or Shaw's existing credit facility.

The company stated that the spectrum transaction is subject to customary closing conditions and regulatory approvals from the Ministry of Innovation, Science and Economic Development Canada (ISED) and under the Competition Act. The transaction has received all required internal approvals at Shaw and Quebecor and is not subject to approval by the shareholders of Shaw or further approval by shareholders of Quebecor. The transaction is expected to close in the summer 2017.

Regarding the transactions, Brad Shaw, CEO of Shaw, said, "With the acquisition of WIND, now Freedom Mobile, in 2016, Shaw has more synergistic investment opportunities as a leading enhanced connectivity provider in its Canadian footprint… I believe this incremental investment in the wireless business, particularly the addition of 700 MHz spectrum, will materially improve the long-term wireless customer experience and further enable Shaw to offer converged network solutions…".