Rogers Communications Acquires RWCI Shares

On October 13, 2004, Rogers Communications Inc., through a wholly owned subsidiary, acquired from JVII General Partnership, a partnership owned by AT&T Wireless Services, Inc. (AWS), 48,594,172 class B restricted voting shares of Rogers Wireless Communications Inc. (RWCI)—the publicly traded arm of Rogers’ wireless communications business—for a purchase price of approximately C$1.76 billion. These shares represented all of AWS’ shareholdings in RWCI and the acquisition increased Rogers’ equity interest in RWCI to approximately 89 per cent. The purchase was financed, in part, by a C$1.75 billion secured bridge credit facility provided by a syndicate of Canadian financial institutions led by the Bank of Nova Scotia. At the same time, Rogers Wireless Inc., a wholly owned subsidiary of RWCI, amended the terms of its existing credit facility.

Rogers and its subsidiaries were represented by Torys LLP in Canada, under the direction of David Miller, vice-president and general counsel, and Lorraine Daly, vice-president, treasurer. The Torys team included Jim Turner, Patrice Walch-Watson, John Emanoilidis, Sharon Geraghty, Brian Davis, John Toffoletto and Danial Lam (securities/corporate), Adam Delean, Suh Kim and Jason Brooks (lending), Jim Welkoff (tax), Jay Holsten (competition) and Bill Estey and John Cameron (research). John Gaffney, Erik Tavzel and Alyssa Caples of Cravath, Swaine & Moore LLP acted as US counsel to Rogers.

JVII General Partnership and AWS were represented in Canada by Barbara Miller of Fasken Martineau DuMoulin LLP, assisted by a team that included Bruce Blain and Georges Dubé (securities), Robert Harrison (counsel), Ted Purdy (research) and Mitchell Thaw (tax). AWS was represented by in-house counsel, Marilyn Wasser and Yukio Morikubo, and Wachtell, Lipton, Rosen & Katz in the US, with a team that included Stephanie Seligman and Steven Rosenblum. CIBC World Markets, AWS’ financial advisor, was represented by Stephen Halperin and Fran Guolo of Goodmans LLP.

The Bank of Nova Scotia and lending syndicate were represented by Borden Ladner Gervais LLP, with a team of James Mathers, Carlyn Klebuc and Lisa Katz Jones.