Rogers plans $2-billion bond issue as overhaul of senior leadership team continues

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Rogers Communications Inc. is continuing to overhaul its senior leadership team as it looks to raise another $2-billion of debt ahead of its planned takeover of Shaw Communications Inc.

Tony Staffieri, the new chief executive officer of Toronto-based Rogers, has been steadily revamping the company’s upper ranks since taking over the top job after the dramatic ouster of his predecessor, Joe Natale.

The most recent management changes, reflected on the company’s website, see three people joining the telecom’s executive leadership team, including Ted Woodhead, who is playing a critical role in the company’s effort to secure regulatory approval for the Shaw deal.

Mr. Staffieri’s priorities also include strengthening the telecom company’s balance sheet. Rogers will be taking on substantial debt to finance its $26-billion takeover of Calgary-based Shaw, which the company has said it expects to close during the second quarter.

Rogers is working with a syndicate of banks on the sale of at least $2-billion of U.S. dollar-denominated hybrid bonds to U.S. institutional investors, according to three sources familiar with the matter. The Globe and Mail is not identifying the individuals because they are not authorized to speak for the company. A spokesperson for Rogers declined to comment.

The wireless giant is continuing to build its war chest after closing the largest hybrid-securities financing ever done in the Canadian market. In December, Rogers set out to sell Canadian investors $1-billion of hybrid bonds that pay 5-per-cent interest and come due in 60 years. The company subsequently increased the size of the offering to $2-billion because of stronger-than-expected demand from insurers, pension plans and other institutions. The company paid $20-million in fees to its investment banks and lawyers.

Rogers continues overhaul of senior leadership team after fight for control of telecom giant

The Rogers bonds are known as hybrid securities because they have characteristics of debt and equity, which gives the company favourable treatment in the eyes of credit-rating agencies. (The telecom has consistently said it intends to maintain an investment-grade credit rating after it acquires Shaw.) In December, Rogers used the money from its hybrid offering to help pay for wireless spectrum that it acquired in July for $3.3-billion and to repay other outstanding debt.

The company is raising money after a high-stakes battle for control of the wireless giant triggered a flurry of changes to its senior leadership team. The most recent changes include splitting the chief legal and regulatory-officer role, previously held by Lisa Damiani, into two separate positions.

Mr. Woodhead, formerly the senior vice-president of regulatory affairs, has been promoted to chief regulatory officer and government affairs, joining the executive leadership team.

Marisa Wyse, formerly the vice-president of corporate development, has joined the executive leadership team in the role of chief legal officer. Prior to joining Rogers in 2013, Ms. Wyse was at law firm Goodmans LLP for seven years.

Ms. Damiani is staying on in an advisory role focused on the Shaw transaction.

Mahes Wickramasinghe, a chartered accountant who has held executive roles at a number of large Canadian companies, including Canadian Tire Corp. Ltd. and Canadian Imperial Bank of Commerce, is also now part of the Rogers executive team. He has been hired as the company’s chief administrative officer. Rogers’s website said Mr. Wickramasinghe has “managed complex acquisitions across several large organizations.”

On Monday, Rogers announced the appointment of Glenn Brandt, a 30-year veteran of the company, to chief financial officer. Mr. Staffieri held the role for almost a decade before he was fired in late September by the company’s board. He was rehired, as CEO, a month and a half later after Edward Rogers, chair of the family trust that controls the company, replaced five independent directors without holding a shareholder meeting.

Other notable changes include the departures of wireless president Dave Fuller and Rogers Sports & Media president Jordan Banks. Mr. Fuller has been replaced by long-time Rogers executive Phil Hartling, while former Cable Public Affairs Channel president Colette Watson has taken over running the sports and media division. Chief communications officer Sevaun Palvetzian also left the company and has not been replaced.

Meanwhile, former company director Robert Dépatie stepped down from the board to take on an operational role as president and chief operating officer of the telecom’s home and business division.

The executive leadership team has grown to 14 positions from 12, including the CEO. Six members of Mr. Natale’s leadership team have remained in their roles, including chief technology and information officer Jorge Fernandes.

Last week, in his first public appearance since taking the helm, Mr. Staffieri vowed to improve the company’s lagging performance relative to that of its peers in the past few years and said he was “thrilled” with the recent management changes.

In the past, Rogers has said it would borrow money to fund the $19-billion cash portion of the Shaw takeover, then move quickly to pay down this debt. When the company first announced the takeover last March, it projected its net leverage – its debt versus its earnings before interest, taxes, depreciation and amortization (EBITDA) – would initially jump to five times, then come down to 3.5 times within 36 months as the combined company sold assets and cut costs.

In a report last week, analyst Jeff Fan at Scotiabank said: “We expect permanent financing of the Shaw transaction will not require any equity because asset sales including remedy divestiture and even non-core assets would be available to reduce leverage.”

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