Dawn of the Dead BCE Deal

December 11, 2008

Even in death, the BCE deal appears to be headed back to court. The C$34.8 billion ($27.8 billion) buyout of Canada’s biggest telecoms company had a C$1.2 billion termination fee. But the buyers — investors led by the Ontario Teachers’ Pension Plan — say they don’t owe BCE a thing because the company would have been suffocated by debt if the deal had gone through. After a long night when the deal finally died, BCE this morning is saying it wants the money.

The writing was scratched on the phone booth wall long before independent adviser KPMG handed down its opinion that a buyout would result in a debt load that would make BCE insolvent. That killed the deal. But think back to June, when BCE debt holders sued to block the deal, arguing that the value of their investments had fallen so low as to make a sale unfair to them.

Though the suit failed after getting all the way to Canada’s supreme court, the idea that bondholders could somehow have a say on whether a company could sell itself was a shot heard ’round the M&A world. Stock investors also sued over their dividends. The deal was dealt the black spot and now it is dead.

The banks that agreed to back a buyout are off a huge hook. The leveraged loan market still has $72.9 billion of loans needing to be sold, according to recent figures from Reuters LPC. BCE accounts for $23.05 billion. The buyers are also breathing a sigh of relief. One investor in a fund that would have had exposure to BCE said as much to Reuters private equity reporter Megan Davies.

If the aftermath of BCE is anything as ugly as the negotiations and courtroom dramas, $1.2 billion might be a cheap price to pay to put this thing to rest.

Deals of the Day:

* Lenovo Group, the world’s No. 4 personal computer maker, confirmed it is in preliminary talks on a possible investment or acquisition, a day after its stock soared on speculation of a deal.

* Israel’s MA Industries, the world’s biggest maker of generic agrochemicals, said it would acquire two companies, in Poland and Serbia, for a total of $20 million.

* British audio and visual media group Entertainment One said it dropped its proposal for a reverse takeover deal with Canada’s DHX Media it had announced in September.

* Israeli holding company Discount Investment said it agreed to sell 2.3 million shares in mobile phone operator Cellcom, equal to a 2.34 percent stake, to an unnamed financial institution.

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