Bell and Rogers Acquire Ownership Interests in MLSE from Ontario Teachers' Pension Plan

BCE Inc. and Rogers Communications Inc. completed their acquisition from Ontario Teachers' Pension Plan of a net 75 per cent ownership position in Maple Leaf Sports & Entertainment Ltd. (“MLSE”), which owns the Toronto Maple Leafs NHL hockey franchise, Toronto Raptors NBA basketball franchise and Toronto FC MLS soccer franchise, as well as other broadcasting, sports and real estate holdings. Through a co-investment arrangement with Bell, the BCE Master Trust Fund, an independent trust that holds and manages pension fund investments serving the pension obligations of BCE Group pension plan participants, acquired an approximately 9.5 per cent interest in MLSE.

As part of the acquisition of MLSE, Kilmer Sports Inc. (“Kilmer”) increased its 20.5 per cent ownership stake in MLSE to 25 per cent. Kilmer is owned by Larry Tanenbaum, who continues to serve as Chair of MLSE and as a Governor of the National Hockey League, the National Basketball Association and Major League Soccer.

Bell was led by Senior Vice President and General Counsel Michel Lalande; Assistant General Counsel, Corporate Development and M&A, Martin Cossette; Legal Counsel Geneviève Filion; and Assistant General Counsel, Regulatory Law, Pierre-Luc Hébert; and Senior Vice President, Business and Legal Affairs for Bell Media, Kevin Assaff; and Corporate Counsel David Bross.

Rogers Communications was led by Senior Vice President, General Counsel and Secretary, David Miller; Vice President, Legal, Michael Webber; Legal Counsel Emma Miller; Senior Vice President, Regulatory, Ken Engelhart; and Vice President, Regulatory, Media, Susan Wheeler.

Blake, Cassels & Graydon LLP represented Bell and Rogers with a team including Shlomi Feiner, Brock Gibson, David Kruse, Jeff Lloyd, Graham Smith, Saad Ahmad, Victoria Hughes and Alex MacMillan (corporate/M&A); Brian Facey, Randall Hofley, J.A. Prestage, Julie Soloway, Micah Wood, Mark Graham, Joshua Krane and Aleksandra Petkovic (competition); Simon Finch, Mike Harquail and Dean Murray (financing); Ron Richler (tax); Thomas von Hahn and Larry Winton (real estate) and Kathy Bush (pensions).

Torys LLP represented Bell and Rogers regarding league matters with a team including Cornell Wright, Michael Siltala, Jamie Becker, Raegan Kennedy and Leah Towell.

Fasken Martineau DuMoulin LLP represented Bell and Rogers on CRTC matters with a team including Laurence Dunbar and Scott Prescott.

McCarthy Tétrault LLP represented Bell on certain shareholder matters with a team including Garth Girvan and Robert Hansen (corpo-rate); Randy Bauslaugh (pensions); Hank Intven (communications) and Ian Bies (IP/technology).

Torys LLP also represented Rogers on certain shareholder matters with a team including Sharon Geraghty, Cameron Koziskie, Laurie Duke and Harry Cherniak (M&A/corporate); Bill Estey (research); Jay Holsten (competition) and Jim Welkoff (tax).

Davies Ward Phillips & Vineberg LLP represented Rogers on competition matters with a team including George Addy, Mark Katz, Jim Dinning and Erika Douglas.

Ontario Teachers' Pension Plan was represented by Stephen Solursh, Senior Legal Counsel, Investments, and by Stikeman Elliott LLP with a team which comprised Jeffrey Singer, William Braithwaite, Michael Burkett and Greg Herget (M&A); Lawson Hunter, Shawn Neylan and Michael Kilby (competition); Gregory Kane (communications) and John Lorito (tax).

Kilmer and Lawrence Tanenbaum were represented by Goodmans LLP, including Dale Lastman, David Matlow, Michael Partridge and Keir Hunt (corporate/M&A); Robert Malcolmson (communications) and Richard Annan (competition). McMillan LLP's Mary-Ann Haney represented Kilmer and Mr. Tanenbaum on tax matters.

Maple Leaf Sports & Entertainment Ltd. was led by Executive Vice President, General Counsel and Corporate Secretary, Robin Brudner; Associate Counsel Astrid Zimmer; Associate General Counsel Peter Miller and Legal Counsel Darren Kirkwood, and was represented on competition matters by Bennett Jones LLP with a team comprising Randal Hughes, Sheridan Scott and Adam Kalbfleisch; and McCarthy Tétrault LLP's Grant Buchanan on CRTC matters.

Goodmans LLP also represented Maple Leaf Sports & Entertainment Ltd. with respect to financing matters with a team that included Michael Bertrand and Celia Rhea.

BCE Master Trust Fund was represented by Heenan Blaikie LLP with a team including Anthony Penhale and Terry Didus (M&A) and Peter Clark (tax).