DBRS Morningstar Places Shaw Communications Inc.’ s Ratings Under Review with Developing Implications Following Announcement of Potential Acquisition by Rogers Communications Inc.

DBRS Limited (DBRS Morningstar) placed all ratings of Shaw Communications Inc. (Shaw or the Company) Under Review with Developing Implications following the announcement of an agreement to combine Shaw with Rogers Communications Inc. (Rogers; rated BBB (high) and Under Review with Negative Implications by DBRS Morningstar) in a $26 billion transaction (including the assumption of approximately $6 billion of Shaw’s debt; the Transaction). The closing of the Transaction is subject to a series of approvals including regulatory considerations and is expected to close by the first half of 2022.

Rogers has offered to acquire all issued and outstanding Class A Shares and Class B Shares of Shaw for a price of $40.50 per share in cash, which reflects a premium of approximately 70% to Shaw’s recent Class B Share price, valued at approximately $20 billion. Approximately 60% of the Shaw family shares are proposed to be exchanged for 23.6 million Class B Shares of Rogers, which would result in a 4.5% ownership stake in Rogers. The purchase of the Company’s equity is expected to be funded primarily by approximately $18.5 billion in cash and debt and the remainder in Rogers shares. Furthermore, Shaw will have two seats on Rogers’ board of directors, which highlights Shaw’s commitment and support of the Transaction and combined entity. Approximately $6.0 billion of Shaw’s existing debt is expected to be rolled into the combined entity, resulting in a total Transaction value of $26 billion. The Transaction is not conditional upon financing, as Rogers has secured committed financing to cover the cash consideration.

DBRS Morningstar notes that under the Arrangement Agreement, Rogers has the right to cause Shaw to redeem its outstanding preferred shares on June 30, 2021 (valued at $293 million as of Q4 F2020) in accordance with Rogers’ terms by providing written notice to Shaw. As of the date of this press release, Rogers has not exercised this right.

The Transaction has been unanimously approved by Rogers’ board of directors and unanimously recommended by Shaw’s board of directors.

The status of Under Review with Developing Implications reflects Rogers’ potential assumption of approximately $6 billion of Shaw’s debt should the Transaction close according to terms substantially similar to those proposed. DBRS Morningstar expects Shaw’s debt will effectively rank pari passu with Rogers’ existing senior unsecured indebtedness.

DBRS Morningstar will proceed with its review as more information becomes available and aims to resolve the Under Review status by the closing of the Transaction.

A description of how DBRS Morningstar considers ESG factors within the DBRS Morningstar analytical framework can be found in the DBRS Morningstar Criteria: Approach to Environmental, Social, and Governance Risk Factors in Credit Ratings at https://www.dbrsmorningstar.com/research/373262.

Notes:
All figures are in Canadian dollars unless otherwise noted.

The principal methodologies are Rating Companies in the Communications Industry (July 30, 2020; https://www.dbrsmorningstar.com/research/364691), DBRS Morningstar Criteria: Rating Corporate Holding Companies and Parent/Subsidiary Rating Relationships (November 2, 2020; https://www.dbrsmorningstar.com/research/369167), and DBRS Morningstar Criteria: Guarantees and Other Forms of Support (January 14, 2021; https://www.dbrsmorningstar.com/research/369167), which can be found on dbrsmorningstar.com under Methodologies & Criteria. Other applicable methodologies include the DBRS Morningstar Criteria: Approach to Environmental, Social, and Governance Risk Factors in Credit Ratings (February 3, 2021; https://www.dbrsmorningstar.com/research/373262), which can be found on dbrsmorningstar.com under Methodologies & Criteria.

For more information regarding rating methodologies and Coronavirus Disease (COVID-19), please see the following DBRS Morningstar press release: https://www.dbrsmorningstar.com/research/357883.

The related regulatory disclosures pursuant to the National Instrument 25-101 Designated Rating Organizations are hereby incorporated by reference and can be found by clicking on the link under Related Documents or by contacting us at [email protected].

The rated entity or its related entities did participate in the rating process for this rating action. DBRS Morningstar had access to the accounts and other relevant internal documents of the rated entity or its related entities in connection with this rating action.

Generally, the conditions that lead to the assignment of a Negative or Positive trend are resolved within a 12-month period. DBRS Morningstar trends and ratings are under regular surveillance.

For more information on this credit or on this industry, visit www.dbrsmorningstar.com or contact us at [email protected].

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