Bell Canada Enterprises (BCE) president and chief executive officer George Cope (L) and Ian Greenberg (R), president and chief executive officer of Astral Media Inc., speak at a news conference in Montreal in this March 16, 2012 file photo. Canada's broadcast regulator blocked BCE Inc's C$3 billion ($3.05 billion) takeover of Astral Media on October 18, declaring it would have given the Canadian media giant too much power.Christinne Muschi/Reuters
The latest version of the BCE Inc. deal to take over Astral Media has more risk for shareholders of the target thanks to the disappearance of some key words from the contract – the so-called hell or high water clauses.
Under the original deal, BCE had to swallow any divestitures from the combined company that were ordered by regulators. The presence of the wording meant the company had to complete the deal at the agreed price no matter how many profit-killing assets sales regulators demanded as the price of approval.
However, the regulators at the Canadian Radio-Television and Telecommunications Commission went one big step beyond making demands. They simply killed the deal, forcing BCE and Astral to try again with a new plan that was unveiled Monday.
This time, that hell or high water language is gone, allowing BCE leverage to renegotiate the price or even walk away if regulators demand too much. Keep in mind, though, that would come at the cost of the break fee.
The shifting deal dynamics caused by the CRTC's rebuff explain the change. The first time around, Astral was coveted by more than one willing buyer, and so was able to demand the wording to protect its shareholders. On the other side, BCE thought it had an ironclad case for approval, and didn't expect much at all in the way of unexpected divestiture demands, so it was able to agree to the wording.
This time, Astral is in a tougher spot. The company has lost some leverage after regulators denied the deal the first time and another potential acquirer, Cogeco Inc., is less able to pay up after making another big purchase in the meantime.
BCE, meantime, is now clearly reckoning on significant asset sales to make the deal palatable. There's also the potential cost of having to spend on other promises to get the regulators onside. Those factors could seriously impact the economics of the deal, especially if regulators make demands over and above what BCE is expecting.
So, the result is BCE wants flexibility by dropping the hell or high water clause, and gets its wish. For Astral shareholders, it means that this version of the deal, on paper at least, is riskier than the first time around.