|
British Columbia, Canada
|
| |
4899
|
| |
Not Applicable
|
|
|
(Jurisdiction of
Incorporation or Organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Ontario, Canada
|
| |
4899
|
| |
Not Applicable
|
|
|
(Jurisdiction of
Incorporation or Organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Maurice M. Lefkort, Esq.
Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, New York 10019 Tel: (212) 728-8000 Fax: (212) 728-8111 |
| |
John L. Robinson, Esq.
Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 Tel: (212) 403-1000 Fax: (212) 403-2000 |
| |
Douglas P. Warner, Esq.
Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Tel: (212) 310-8000 Fax: (212) 310-8007 |
|
| Large Accelerated filer ☐ | | |
Accelerated filer ☐
|
| |
Small reporting company ☐
|
|
| Non-Accelerated filer ☒ | | | | | |
Emerging growth company ☐
|
|
| | | | By Order of the Board of Directors, | |
| | | |
Michael B. Targoff
Vice Chairman of the Board |
|
|
New York, New York
Dated: [ ], 2021 |
| |
| | |
Page
|
| |||
CURRENCIES
|
| | | | viii | | |
FREQUENTLY USED TERMS
|
| | | | ix | | |
QUESTIONS AND ANSWERS
|
| | | | FAQ-1 | | |
SUMMARY
|
| | | | 8 | | |
The Parties (page 80)
|
| | | | 8 | | |
The Transaction (page 90)
|
| | | | 9 | | |
Transaction Agreements
|
| | | | 11 | | |
Opinion of LionTree Advisors LLC (page 103)
|
| | | | 12 | | |
Interests of Certain Persons Related to Loral in the Transaction (page 113)
|
| | | | 12 | | |
Risks Relating to the Transaction, Ownership of Telesat Public Shares and Telesat Partnership Units, the Business of Telesat Corporation, Telesat Corporation’s Lightspeed Constellation and Certain Tax Matters (page 35)
|
| | | | 13 | | |
Certain Material Tax Considerations (page 153)
|
| | | | 15 | | |
Accounting Treatment of the Transaction (page 113)
|
| | | | 15 | | |
Listing of Telesat Public Shares (page 117)
|
| | | | 15 | | |
No Appraisal Rights (page 89)
|
| | | | 15 | | |
Conditions to Consummation of the Transaction (page 144)
|
| | | | 16 | | |
Regulatory Approvals and Clearances Required for the Transaction (page 138)
|
| | | | 16 | | |
No Solicitation by Loral, PSP Investments and Telesat of Alternative Proposals (page 136)
|
| | | | 16 | | |
Loral Board Recommendation (page 102)
|
| | | | 17 | | |
Termination of the Transaction Agreement; Termination Fees (page 146)
|
| | | | 17 | | |
Expenses (page 151)
|
| | | | 18 | | |
Comparison of Rights of Telesat Corporation Shareholders, Telesat Partnership Unitholders and Loral Stockholders (page 407)
|
| | | | 18 | | |
Business (page 178)
|
| | | | 18 | | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations (page 209)
|
| | | | 21 | | |
Recent Developments
|
| | | | 24 | | |
Selected Historical Consolidated Financial Data of Telesat
|
| | | | 25 | | |
Selected Historical Consolidated Financial Data of Loral
|
| | | | 27 | | |
Selected Unaudited Pro Forma Consolidated Financial Information
|
| | | | 28 | | |
Comparative Historical and Unaudited Pro Forma Per Share Data
|
| | | | 32 | | |
RISK FACTORS
|
| | | | 35 | | |
Summary Risks
|
| | | | 35 | | |
Risks Relating to the Transaction
|
| | | | 37 | | |
Risks Relating to the Ownership of Telesat Public Shares and Telesat Partnership Units
|
| | | | 40 | | |
Risks Relating to the Business of Telesat Corporation
|
| | | | 46 | | |
Risks Relating to Telesat Corporation’s Lightspeed Constellation
|
| | | | 60 | | |
Risks Relating to Regulatory Matters
|
| | | | 63 | | |
Risks Relating to Telesat Corporation’s Liquidity and Capital Resources
|
| | | | 68 | | |
| | |
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|
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| | | | 435 | | | |
| | | | II-1 | | | |
| | | | II-1 | | |
| | | | | A-1 | | | |
| | | | | B-1 | | | |
| | | | | C-1 | | | |
| | | | | D-1 | | | |
| | | | | E-1 | | | |
| | | | | F-1 | | | |
| | | | | G-1 | | | |
| | | | | H-1 | | | |
| | | | | I-1 | | | |
| | | | | J-1 | | | |
| | | | | K-1 | | | |
| | | | | L-1 | | | |
| | | | | M-1 | | | |
| | | | | N-1 | | | |
| | | | | O-1 | | | |
| | | | | P-1 | | | |
| | | | | Q-1 | | | |
| | | | | R-1 | | | |
| | | | | S-1 | | | |
| | | | | T-1 | | | |
| | | | | U-1 | | |
|
GP Units
|
| | Held by Telesat Corporation. | |
|
Class A Units
|
| | Held by Loral stockholders who make a valid Telesat Partnership Election and demonstrate that they are Canadian. Following the Lock-Up Period, may be exchanged for Class A Shares on a 1:1 basis. Prior to exchange, may vote on all matters submitted to the shareholders of Telesat Corporation on an as-if-exchanged basis through a voting trust mechanism. | |
|
Class B Units
|
| | Held by Loral stockholders who make a valid Telesat Partnership Election and do not demonstrate that they are Canadian. MHR has committed in the Voting Support Agreement to make a Telesat Partnership Election and receive Class B Units. Following the Lock-Up Period, may be exchanged for Class B Shares on a 1:1 basis. Prior to exchange, may vote on all matters submitted to the shareholders of Telesat Corporation on an as-if-exchanged basis through a voting trust mechanism. | |
|
Class C Units
|
| | Held by Red Isle. Following the Lock-Up Period, may be exchanged for Class C Shares on a 1:1 basis. Prior to exchange, may vote on all matters submitted to the shareholders of Telesat Corporation on an as-if-exchanged basis through a voting trust mechanism. | |
|
Class A Shares
|
| | Initially held by former direct shareholders in Telesat and by Loral stockholders who make a Telesat Corporation Election, or fail to make a valid Telesat Partnership Election, and demonstrate that they are Canadian. | |
|
Class B Shares
|
| | Initially held by former direct shareholders in Telesat and by Loral stockholders who make a Telesat Corporation Election, or fail to make a valid Telesat Partnership Election, and do not demonstrate that they are Canadian. | |
|
Class C Fully
Voting Shares |
| |
Held by Red Isle.
|
|
|
Class C Limited
Voting Shares |
| | Held by Red Isle. Votes on all matters submitted to Telesat Corporation shareholders, other than election of directors. | |
|
Golden Share
|
| | Initially held by the Trust. The Golden Share is voted pursuant to the terms of the Telesat Corporation Articles to ensure that a majority of the votes on any matter submitted to a vote of the shareholders of Telesat Corporation are Canadian. The Golden Share has no material economic entitlement. | |
|
Special Voting Shares Class A, Class B and
Class C |
| | Initially held by the Trust. The Special Voting Shares are voted pursuant to the direction of the corresponding class of Telesat Partnership Units to enable the holders of such Telesat Partnership Units to vote on all matters submitted to the shareholders of Telesat Corporation on an as-if-exchanged basis. The Special Voting Shares have no material economic entitlement. | |
| | |
Pre-Transaction
|
| |
Post-Transaction
|
| ||||||||||||||||||||||||||||||||||||
| | |
Loral Common
Shares |
| |
% of
Loral |
| |
% of
Telesat |
| |
Telesat
Shares |
| |
% of
Telesat |
| |
Telesat
Corporation Shares and Telesat Partnership Units(1) |
| |
% of
Telesat |
| |||||||||||||||||||||
MHR
|
| | | | 18,050,092(2) | | | | | | 58.2% | | | | | | 36.4% | | | | | | | | | | | | | | | | | | 18,050,092 | | | | | | 36.4% | | |
Public Stockholders
|
| | | | 12,882,659 | | | | | | 41.5% | | | | | | 26.0% | | | | | | | | | | | | | | | | | | 12,882,659 | | | | | | 26.0% | | |
RSU Holders
|
| | | | 98,917(3) | | | | | | 0.3% | | | | | | 0.2% | | | | | | | | | | | | | | | | | | 98,917 | | | | | | 0.2% | | |
Loral
|
| | | | 31,031,668 | | | | | | 100.0% | | | | | | 62.6% | | | | | | 75,034,066 | | | | | | 62.6% | | | | | | 0 | | | | | | 0.0% | | |
PSP Investments
|
| | | | | | | | | | | | | | | | | | | | | | 43,921,517 | | | | | | 36.7% | | | | | | 18,165,939 | | | | | | 36.7% | | |
Other Telesat Shareholders(4)
|
| | | | | | | | | | | | | | | | | | | | | | 839,438 | | | | | | 0.7% | | | | | | 347,192 | | | | | | 0.7% | | |
Subtotal Telesat
|
| | | | | | | | | | | | | | | | | | | | | | 119,795,021 | | | | | | 100.0% | | | | | | | | | | | | | | |
Total Telesat Corporation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 49,544,799 | | | | | | 100.0% | | |
| | |
Years ended December 31,
|
| |
Three months ended March 31,
|
| ||||||||||||||||||||||||||||||||||||
(in CAD$ millions)
|
| |
2016(1)
|
| |
2017(1)
|
| |
2018(1)
|
| |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| |||||||||||||||||||||
Statement of Income (Loss) Data:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating revenues: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Broadcast
|
| | | $ | 486.5 | | | | | $ | 472.8 | | | | | $ | 455.1 | | | | | $ | 444.5 | | | | | $ | 411.4 | | | | | $ | 101.6 | | | | | $ | 99.0 | | |
Enterprise
|
| | | | 420.1 | | | | | | 430.3 | | | | | | 428.2 | | | | | | 444.7 | | | | | | 389.7 | | | | | | 102.1 | | | | | | 88.6 | | |
Consulting and other
|
| | | | 24.3 | | | | | | 24.3 | | | | | | 19.6 | | | | | | 21.7 | | | | | | 19.4 | | | | | | 4.9 | | | | | | 2.9 | | |
Total operating revenues
|
| | | | 930.9 | | | | | | 927.4 | | | | | | 902.9 | | | | | | 910.9 | | | | | | 820.5 | | | | | | 208.7 | | | | | | 190.5 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses
|
| | | | (174.9) | | | | | | (187.7) | | | | | | (185.8) | | | | | | (165.5) | | | | | | (180.9) | | | | | | (45.5) | | | | | | (40.0) | | |
Depreciation
|
| | | | (224.8) | | | | | | (221.1) | | | | | | (224.9) | | | | | | (243.0) | | | | | | (216.9) | | | | | | (55.6) | | | | | | (50.4) | | |
Amortization
|
| | | | (27.7) | | | | | | (26.3) | | | | | | (24.3) | | | | | | (23.3) | | | | | | (17.2) | | | | | | (4.3) | | | | | | (4.1) | | |
Other operating (losses) gains,
net |
| | | | (2.6) | | | | | | 5.9 | | | | | | 0.7 | | | | | | (0.9) | | | | | | (0.2) | | | | | | (0.2) | | | | | | (0.7) | | |
Operating income:
|
| | | | 500.9 | | | | | | 498.2 | | | | | | 468.7 | | | | | | 478.3 | | | | | | 405.3 | | | | | | 103.1 | | | | | | 95.3 | | |
Other (expenses) income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest expense
|
| | | | (198.8) | | | | | | (200.1) | | | | | | (237.8) | | | | | | (258.3) | | | | | | (203.8) | | | | | | (54.7) | | | | | | (42.0) | | |
Loss on refinancing
|
| | | | (31.9) | | | | | | — | | | | | | — | | | | | | (151.9) | | | | | | — | | | | | | — | | | | | | — | | |
Interest and other income
|
| | | | 6.1 | | | | | | 3.0 | | | | | | 16.5 | | | | | | 20.0 | | | | | | 5.2 | | | | | | 4.3 | | | | | | 0.2 | | |
Gain (loss) on changes in fair
value of financial instruments |
| | | | 7.9 | | | | | | 60.3 | | | | | | (18.2) | | | | | | (49.7) | | | | | | (13.1) | | | | | | (43.8) | | | | | | (25.1) | | |
Gain (loss) on foreign exchange
|
| | | | 92.6 | | | | | | 223.9 | | | | | | (259.1) | | | | | | 163.8 | | | | | | 47.6 | | | | | | (290.7) | | | | | | 35.1 | | |
Tax (expense) recovery
|
| | | | (83.9) | | | | | | (80.2) | | | | | | (61.1) | | | | | | (15.1) | | | | | | 4.4 | | | | | | 3.8 | | | | | | (21.8) | | |
Net income (loss):
|
| | | $ | 292.9 | | | | | $ | 505.1 | | | | | $ | (90.9) | | | | | $ | 187.2 | | | | | $ | 245.6 | | | | | $ | (278.1) | | | | | $ | 41.7 | | |
Statement of Cash Flows Data:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash provided by operating activities
|
| | | $ | 527.4 | | | | | $ | 486.7 | | | | | $ | 466.3 | | | | | $ | 375.6 | | | | | $ | 372.4 | | | | | $ | 108.5 | | | | | $ | 99.5 | | |
Net cash used in investing activities
|
| | | $ | (286.1) | | | | | $ | (164.6) | | | | | $ | (103.3) | | | | | $ | (39.6) | | | | | $ | (93.0) | | | | | $ | (1.5) | | | | | $ | (20.5) | | |
Net cash used in financing activities
|
| | | $ | (139.8) | | | | | $ | (588.8) | | | | | $ | (114.2) | | | | | $ | (40.3) | | | | | $ | (450.2) | | | | | $ | (4.5) | | | | | $ | (2.3) | | |
Balance Sheet Data (end of period):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 782.4 | | | | | $ | 479.0 | | | | | $ | 768.4 | | | | | $ | 1,027.2 | | | | | $ | 818.4 | | | | | $ | 1,204.7 | | | | | $ | 883.1 | | |
Total assets
|
| | | | 6,138.6 | | | | | | 5,697.6 | | | | | | 5,884.5 | | | | | | 5,922.0 | | | | | | 5,581.2 | | | | | | 6,075.1 | | | | | | 5,581.8 | | |
Total debt (including current portion)
|
| | | | 3,851.6 | | | | | | 3,543.4 | | | | | | 3,724.2 | | | | | | 3,712.8 | | | | | | 3,187.2 | | | | | | 4,012.6 | | | | | | 3,146.4 | | |
Total shareholders’ equity
|
| | | | 1,194.0 | | | | | | 1,142.8 | | | | | | 1,093.0 | | | | | | 1,245.3 | | | | | | 1,459.9 | | | | | | 1,069.1 | | | | | | 1,489.3 | | |
| | |
December 31,
|
| |
March 31,
|
| | | | | | | | | | | | | ||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
2021
|
| | | | | ||||||||||||||||||||||||||
Balance sheet data: | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents
|
| | | $ | 37,458 | | | | | $ | 255,139 | | | | | $ | 256,947 | | | | | $ | 259,067 | | | | | $ | 31,631 | | | | | $ | 25,460 | | | | | | | ||||||||
Total assets
|
| | | | 264,231 | | | | | | 374,711 | | | | | | 330,300 | | | | | | 390,810 | | | | | | 254,469 | | | | | | 281,944 | | | | | | | ||||||||
Non-current liabilities
|
| | | | 87,692 | | | | | | 80,261 | | | | | | 28,666 | | | | | | 35,289 | | | | | | 40,095 | | | | | | 39,952 | | | | | | | ||||||||
Total liabilities
|
| | | | 93,820 | | | | | | 84,113 | | | | | | 32,734 | | | | | | 40,783 | | | | | | 44,936 | | | | | | 43,511 | | | | | | | ||||||||
Loral shareholders’ equity
|
| | | | 170,411 | | | | | | 290,598 | | | | | | 297,566 | | | | | | 350,027 | | | | | | 209,533 | | | | | | 238,433 | | | | | | |
| | |
Year Ended December 31,
|
| |
Quarter Ended March 31,
|
| | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| | |
2016
|
| |
2017
|
| |
2018
|
| |
2019
|
| |
2020
|
| |
2020
|
| |
2021
|
| | | | | | |||||||||||||||||||||||||||||||
Statement of Operations Data: | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Loss from continuing operations before income taxes and equity in net income (loss) of affiliates
|
| | | $ | (8,001) | | | | | $ | (8,770) | | | | | $ | (5,259) | | | | | $ | (5,495) | | | | | $ | (10,737) | | | | | $ | (2,153) | | | | | $ | (4,108) | | | | | | | | ||||||||||
Income tax (provision) benefit
|
| | | | (28,507) | | | | | | (73,108) | | | | | | 39,348 | | | | | | (6,153) | | | | | | (12,886) | | | | | | (2,116) | | | | | | 222 | | | | | | | | ||||||||||
(Loss) income from continuing operations before equity in net income (loss) of affiliates
|
| | | | (36,508) | | | | | | (81,878) | | | | | | 34,089 | | | | | | (11,648) | | | | | | (23,623) | | | | | | (4,269) | | | | | | (3,886) | | | | | | | | ||||||||||
Equity in net income (loss) of
affiliates |
| | | | 84,078 | | | | | | 216,347 | | | | | | (24,412) | | | | | | 101,403 | | | | | | 116,716 | | | | | | (117,074) | | | | | | 34,602 | | | | | | | | ||||||||||
Income from continuing operations
|
| | | | 47,570 | | | | | | 134,469 | | | | | | 9,677 | | | | | | 89,755 | | | | | | 93,093 | | | | | | (121,343) | | | | | | 30,716 | | | | | | | | ||||||||||
Loss from discontinued operations, net
of tax |
| | | | (370) | | | | | | (5) | | | | | | (63) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | ||||||||||
Net income attributable to common shareholders
|
| | | | 47,200 | | | | | | 134,464 | | | | | | 9,614 | | | | | | 89,755 | | | | | | 93,093 | | | | | | (121,343) | | | | | | 30,716 | | | | | | | | ||||||||||
Earnings per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Basic
|
| | | $ | 1.54 | | | | | $ | 4.35 | | | | | $ | 0.31 | | | | | $ | 2.90 | | | | | $ | 3.01 | | | | | $ | (3.92) | | | | | $ | 0.99 | | | | | | | | ||||||||||
Diluted
|
| | | $ | 1.50 | | | | | $ | 4.30 | | | | | $ | 0.31 | | | | | $ | 2.88 | | | | | $ | 2.98 | | | | | $ | (3.92) | | | | | $ | 0.98 | | | | | | | | ||||||||||
Dividend per share
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 7.00 | | | | | $ | — | | | | | $ | — | | | | | | | | ||||||||||
Other Financial Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Net cash (used in) provided by operating activities
|
| | | $ | (21,249) | | | | | $ | (24,700) | | | | | $ | 1,812 | | | | | $ | 2,126 | | | | | $ | (10,907) | | | | | $ | (3,869) | | | | | $ | (6,171) | | | | | | | | ||||||||||
Net cash (used in) provided by investing activities
|
| | | $ | (5) | | | | | $ | 242,685 | | | | | $ | (4) | | | | | $ | (6) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | | | ||||||||||
Net cash used in financing activities
|
| | | $ | (141) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | (216,529) | | | | | $ | — | | | | | $ | — | | | | | | | |
(in CAD$ millions)
|
| |
For the year ended
December 31, 2020 |
| |
For the three months
ended March 31, 2021 |
| ||||||
Statement of income data: | | | | | | | | | | | | | |
Operating revenues | | | | | | | | | | | | | |
Broadcast
|
| | | $ | 411.4 | | | | | $ | 99.0 | | |
Enterprise
|
| | | | 389.7 | | | | | | 88.6 | | |
Consulting and other
|
| | | | 19.4 | | | | | | 2.9 | | |
Total operating revenues
|
| | | | 820.5 | | | | | | 190.5 | | |
Operating expenses | | | | | | | | | | | | | |
Operating expenses
|
| | | | (230.7) | | | | | | (38.7) | | |
Depreciation
|
| | | | (217.7) | | | | | | (50.6) | | |
Amortization
|
| | | | (17.2) | | | | | | (4.1) | | |
Other operating losses, net
|
| | | | (0.2) | | | | | | (0.7) | | |
Operating income
|
| | | | 354.7 | | | | | | 96.4 | | |
Other (expenses) income | | | | | | | | | | | | | |
Interest expense
|
| | | | (243.6) | | | | | | (51.4) | | |
Interest and other income
|
| | | | 6.6 | | | | | | 0.2 | | |
Loss on changes in fair value of financial instruments
|
| | | | (13.1) | | | | | | (25.1) | | |
Gain on foreign exchange
|
| | | | 47.6 | | | | | | 35.1 | | |
Tax expense
|
| | | | (1.5) | | | | | | (19.0) | | |
Net income
|
| | | $ | 150.7 | | | | | $ | 36.2 | | |
Net income attributable to: | | | | | | | | | | | | | |
Owners
|
| | | $ | 41.4 | | | | | $ | 9.9 | | |
Non-controlling interest
|
| | | $ | 109.3 | | | | | $ | 26.3 | | |
Balance sheet data (end of period): | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | | | | | | $ | 1,489.7 | | |
Total assets
|
| | | | | | | | | $ | 6,226.8 | | |
Total liabilities
|
| | | | | | | | | $ | 4,764.9 | | |
Total shareholders’ equity
|
| | | | | | | | | $ | 1,461.9 | | |
For the year ended December 31, 2020 (in CAD$ millions)
|
| |
Telesat
Corporation |
| |
Telesat
Partnership |
| ||||||
Statement of income data: | | | | | | | | | | | | | |
Broadcast
|
| | | $ | — | | | | | $ | 411.4 | | |
Enterprise
|
| | | | — | | | | | | 389.7 | | |
Consulting and other
|
| | | | — | | | | | | 19.4 | | |
Total operating revenues
|
| | | | — | | | | | | 820.5 | | |
Operating expenses
|
| | | | | | | | | | | | |
Operating expenses
|
| | | | — | | | | | | (230.7) | | |
Depreciation
|
| | | | — | | | | | | (217.7) | | |
Amortization
|
| | | | — | | | | | | (17.2) | | |
Other operating losses, net
|
| | | | — | | | | | | (0.2) | | |
Operating income
|
| | | | — | | | | | | 354.7 | | |
Operating (expense) income
|
| | | | | | | | | | | | |
Interest expense
|
| | | | — | | | | | | (243.6) | | |
Equity in net income of affiliates
|
| | | | 1.9 | | | | | | — | | |
Interest and other income
|
| | | | — | | | | | | 6.6 | | |
Loss on changes in fair value of financial instruments
|
| | | | — | | | | | | (13.1) | | |
Loss on changes in fair value of LP Units
|
| | | | — | | | | | | (148.8) | | |
Gain on foreign exchange
|
| | | | — | | | | | | 47.6 | | |
Tax expense
|
| | | | — | | | | | | (1.5) | | |
Net income
|
| | | $ | 1.9 | | | | | $ | 1.9 | | |
For the three months ended March 31, 2021 (in CAD$ millions)
|
| |
Telesat
Corporation |
| |
Telesat
Partnership |
| ||||||
Statement of income data: | | | | | | | | | | | | | |
Operating revenues | | | | | | | | | | | | | |
Broadcast
|
| | | $ | — | | | | | $ | 99.0 | | |
Enterprise
|
| | | | — | | | | | | 88.6 | | |
Consulting and other
|
| | | | — | | | | | | 2.9 | | |
Total operating revenues
|
| | | | — | | | | | | 190.5 | | |
Operating expenses | | | | | | | | | | | | | |
Operating expenses
|
| | | | — | | | | | | (38.7) | | |
Depreciation
|
| | | | — | | | | | | (50.6) | | |
Amortization
|
| | | | — | | | | | | (4.1) | | |
Other operating losses, net
|
| | | | — | | | | | | (0.7) | | |
Operating income
|
| | | | — | | | | | | 96.4 | | |
Other (expenses) income | | | | | | | | | | | | | |
Interest expense
|
| | | | — | | | | | | (51.4) | | |
Equity in net income of affiliates
|
| | | | 0.5 | | | | | | — | | |
Interest and other income
|
| | | | — | | | | | | 0.2 | | |
Loss on changes in fair value of financial instruments
|
| | | | — | | | | | | (25.1) | | |
Loss on changes in fair value of LP Units
|
| | | | — | | | | | | (35.7) | | |
Gain on foreign exchange
|
| | | | — | | | | | | 35.1 | | |
Tax expense
|
| | | | — | | | | | | (19.0) | | |
Net income
|
| | | $ | 0.5 | | | | | $ | 0.5 | | |
Balance sheet data (end of period): | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
$
|
—
|
| | | |
$
|
1,489.7
|
| |
Total assets
|
| | |
$
|
11.2
|
| | | |
$
|
6,226.8
|
| |
Total liabilities
|
| | |
$
|
—
|
| | | |
$
|
6,199.2
|
| |
Total shareholders’ equity/partnership interests
|
| | |
$
|
11.2
|
| | | |
$
|
27.6
|
| |
Numerator (in millions of Canadian dollars, except per share amounts)
|
| |
Year ended
December 31, 2020 |
| |
Three months
ended March 31, 2021 |
| ||||||
Net income
|
| | | $ | 150.7 | | | | | $ | 36.2 | | |
Net income attributable to owners
|
| | | $ | 41.4 | | | | | $ | 9.9 | | |
Net income attributable to non-controlling interests
|
| | | $ | 109.3 | | | | | $ | 26.3 | | |
Denominator | | | | | | | | | |||||
Weighted average common shares outstanding — basic(i)
|
| | | | 13,599,038 | | | | | | 13,599,038 | | |
Effect of dilutive securities(i)
|
| | | | 1,122,536 | | | | | | 890,434 | | |
Weighted average common shares outstanding — dilutive securities
|
| | | | 14,721,574 | | | | | | 14,489,472 | | |
Earnings per share — basic
|
| | | $ | 3.04 | | | | | $ | 0.73 | | |
Earnings per share — dilutive securities
|
| | | $ | 2.81 | | | | | $ | 0.69 | | |
Numerator (in millions of Canadian dollars, except per share amounts)
|
| |
Year ended
December 31, 2020 |
| |
Three months
ended March 31, 2021 |
| ||||||
Net income
|
| | | $ | 1.9 | | | | | $ | 0.5 | | |
Denominator | | | | | | | | | |||||
Weighted average common shares outstanding — basic(i)
|
| | | | 617,462 | | | | | | 617,462 | | |
Effect of dilutive securities(i)
|
| | | | 1,122,536 | | | | | | 890,434 | | |
Weighted average common shares outstanding — dilutive securities
|
| | | | 1,739,998 | | | | | | 1,507,896 | | |
Earnings per share — basic
|
| | | C$ | 3.04 | | | | | C$ | 0.73 | | |
Earnings per share — dilutive securities
|
| | | C$ | 1.08 | | | | | C$ | 0.30 | | |
Name and Address
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Percent of
Class(1) |
| ||||||
Various funds affiliated with
MHR Fund Management LLC and Mark H. Rachesky, M.D.(2) 1345 Avenue of the Americas, 42nd Floor, New York, NY 10105 |
| | | | 8,544,419(3) | | | | | | 39.9% | | |
Mario J. Gabelli and various entities directly or indirectly controlled by him or for
which he serves as chief investment officer One Corporate Center, Rye, NY 10580-1435 |
| | | | 2,169,674(4) | | | | | | 10.1% | | |
The Vanguard Group(5)
100 Vanguard Boulevard, Malvern, PA 19355 |
| | | | 1,196,842 | | | | | | 5.6% | | |
Changes vs. Status Quo
(forecasted as at June 30, 2021) |
| |
Amount
($ in thousands) |
| |||||||||||||||
| | |
Low
|
| |
Medium
|
| |
High
|
| |||||||||
1.
Less: 100% of inversion tax liability
|
| | | $ | (38,405) | | | | | $ | (30,914) | | | | | $ | (26,751) | | |
2.
Less: 62.65% of the net present value of Telesat’s incremental
costs
|
| | | | (29,267) | | | | | | (31,146) | | | | | | (33,293) | | |
3.
Less: estimated Loral payments at Closing
|
| | | | (13,552) | | | | | | (13,552) | | | | | | (13,552) | | |
4.
Less: Payment to Red Isle
|
| | | | (7,000) | | | | | | (7,000) | | | | | | (7,000) | | |
5.
Less: 37.35% of the undiscounted net value of the cash benefit of Loral deferred tax assets
|
| | | | (6,033) | | | | | | (6,033) | | | | | | (6,033) | | |
6.
Less: 62.65% of one-time Telesat closing costs
|
| | | | (2,488) | | | | | | (2,488) | | | | | | (2,488) | | |
7.
Plus: 62.65% of the undiscounted value of one-time tax savings from Telesat closing costs
|
| | | | 671 | | | | | | 671 | | | | | | 671 | | |
8.
Plus: 100% of the net present value of foregone Loral recurring overhead expenses
|
| | | | 123,150 | | | | | | 131,055 | | | | | | 140,089 | | |
Total Value Impact
|
| | | $ | 27,077 | | | | | $ | 40,594 | | | | | $ | 51,644 | | |
Expense
|
| |
Forecasted 12-Month Cash Spending
(in USD$ thousands) |
| |||
Employee Compensation
|
| | | | 5,458 | | |
Public Company Costs
|
| | | | 2,709 | | |
Tax Fees
|
| | | | 155 | | |
Rent
|
| | | | 744 | | |
Consulting Expenses
|
| | | | 1,626 | | |
Other(1) | | | | | 743 | | |
Total Expenses
|
| | | | 11,435 | | |
Pension Funding
|
| | | | 1,300 | | |
Total Cash Spending
|
| | | | 12,735 | | |
| | |
Telesat Incremental Expense Analysis (in USD$ thousands)
|
| |||||||||||||||||||||||||||||||||
| | |
Fiscal Year
|
| |||||||||||||||||||||||||||||||||
| | |
6 Mo.
Ending 12/31/2021 |
| |
2022E
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
| |
Terminal Year
|
| ||||||||||||||||||
Incremental Expenses (Pre-Tax)
|
| | | $ | (2,900)(1) | | | | | $ | (5,800) | | | | | $ | (5,800) | | | | | $ | (5,800) | | | | | $ | (5,800) | | | | | $ | (5,800) | | |
(-) Taxes @ 38.0%
|
| | | | 1,102 | | | | | | 2,204 | | | | | | 2,204 | | | | | | 2,204 | | | | | | 2,204 | | | | | | 2,204 | | |
Net Incremental Expenses (After-Tax)
|
| | | | (1,798) | | | | | | (3,596) | | | | | | (3,596) | | | | | | (3,596) | | | | | | (3,596) | | | | | | (3,596) | | |
Terminating Party
|
| |
Trigger Event
|
| |
Termination Fees and Remedies
|
|
Loral and PSP Investments
|
| | By mutual written consent. | | | None. | |
Loral or PSP Investments | | | By Loral or PSP Investments if there is in effect a governmental order or law enjoining or prohibiting the consummation of the transactions contemplated by the Transaction Agreement that has become final and non-appealable and Loral or PSP Investments, as applicable, has complied with its obligations to cooperate with Telesat in contesting such governmental order or law. | | | None. | |
Loral or PSP Investments | | | The Closing has not occurred by November 23, 2021 (or May 23, 2022 if all conditions except for those related to the receipt of all required approvals from governmental agencies have been satisfied, or a later date if otherwise extended due to such date falling within ten business days after the expiration of any Closing Extension Period or due to any shutdown or closure of any governmental agency arising or resulting from COVID-19 that would have the effect of delaying or preventing the review of the transactions contemplated by the Transaction Agreement and/or issuance of clearance or approval from such governmental agency as required by the Transaction Agreement) (such date is referred to as the “outside date”) and the party that terminates the Transaction Agreement pursuant to this section is not then in material default of any of its obligations under the | | | If, at such termination, there has been and is continuing a willful breach by Loral (PSP Investments) that gave PSP Investments (Loral) the right to terminate pursuant to a Loral Terminable Breach (PSP Investments Terminable Breach), then, except in the circumstance where the fee of $22,910,000 has been paid or is payable, the fee of $40,000,000 is due from Loral (PSP Investments) to PSP Investments (Loral). | |
Terminating Party
|
| |
Trigger Event
|
| |
Termination Fees and Remedies
|
|
| | | Transaction Agreement. | | | | |
Loral or PSP Investments
|
| |
Following the taking of the vote at the Loral Stockholder Meeting, the Loral stockholders failed to vote to adopt the Transaction Agreement by the Requisite Stockholder Vote.
|
| |
The fee of $6,550,000 is due from Loral to Red Isle.
|
|
|
If both of the following conditions are met, a fee of $22,910,000 is due from Loral to Red Isle:
•
(x) prior to any termination pursuant to this section, an Alternative Proposal has been made or any person or entity has publicly announced an intention to make an Alternative Proposal and (y) within 12 months following the date of such termination, either (A) Loral enters into a definitive agreement with respect to such Alternative Proposal and such Alternative Proposal is consummated whether before or after such 12 month period, or (B) within such 12 month period an Alternative Proposal is consummated; and
•
Neither Red Isle (in its capacity as a stockholder of Telesat) nor PSP Investments (in its capacity as a party to the Telesat shareholder agreement or by virtue of its status as a beneficial owner of shares in Telesat through Red Isle) (x) is a co-bidder or other direct equity participant in such Alternative Proposal, or (y) otherwise expressly consents in writing to Loral entering into such Alternative Proposal or Superior Proposal.
|
|
Terminating Party
|
| |
Trigger Event
|
| |
Termination Fees and Remedies
|
|
Loral | | | At any time prior to the receipt of the Requisite Stockholder Vote, in order to enter into a definitive agreement with respect to a Superior Proposal so long as Loral was in compliance with its obligations regarding the Loral Change of Recommendation. | | | A fee of $22,910,000 is due from Loral to Red Isle concurrently with the termination of the Transaction Agreement if neither Red Isle (in its capacity as a stockholder of Telesat) nor PSP Investments (in its capacity as a party to the Telesat shareholder agreement or by virtue of its status as a beneficial owner of shares in Telesat by virtue of its ownership of Red Isle) (x) is a co-bidder or other direct equity participant in such Alternative Proposal, or (y) otherwise expressly consents in writing to Loral entering into such Alternative Proposal or Superior Proposal. | |
Loral | | | If PSP Investments has breached or failed to perform its covenants or other agreements contained in the Transaction Agreement or any Transaction document such that PSP Investments was unable to deliver the PSP Investments Closing Certificate or in a manner such that the closing conditions related to such breach or failure to perform would not be satisfied, and any such failure to perform or breach is not cured within the earlier of 30 days after receipt of written notice thereof from Loral and three business days prior to the outside date and Loral is not itself in material breach of any representation or warranty or has not failed to perform any of its covenants or other agreements contained in the Transaction Agreement or any Transaction document in any material respect, which breach has not been cured (such breach is referred to as a “PSP Investments Terminable Breach”). | | | If, at such termination, there has been and is continuing a willful breach by PSP Investments that gave Loral the right to terminate pursuant to a PSP Investments Terminable Breach, then the fee of $40,000,000 is due from PSP Investments to Loral. | |
PSP Investments | | | Prior to receipt of the Requisite Stockholder Vote, a Loral Change of Recommendation occurs. | | | The fee of $22,910,000 is due from Loral to Red Isle. | |
Terminating Party
|
| |
Trigger Event
|
| |
Termination Fees and Remedies
|
|
PSP Investments | | | Loral has breached its obligations relating to holding the Loral Stockholder Meeting, exclusivity and non-solicitation as a result of an act or omission by Loral taken (or which a reasonable person would conclude was taken) with the intention of breaching the applicable agreement, covenant or obligation, and such breach was not cured within the earlier of 10 days after Loral receives from PSP Investments written notice of such breach, three business days prior to the outside date or if such breach relates to the holding of the Loral Stockholder Meeting, the Loral Stockholder Meeting Deadline. | | | The fee of $22,910,000 is due from Loral to Red Isle. | |
PSP Investments | | | Loral has breached or failed to perform its covenants or other agreements contained in the Transaction Agreement or any Transaction document such that Loral was unable to deliver the Loral Closing Certificate or in a manner such that the closing conditions related to such breach or failure to perform would not be satisfied, and any such failure to perform or breach is not cured within the earlier of 30 days after receipt of written notice thereof from PSP Investments and three business days prior to the outside date and PSP Investments is not itself in material breach of any representation or warranty or has not failed to perform any of its covenants or other agreements contained in the Transaction Agreement or any Transaction document in any material respect, which breach has not been cured (such breach is referred to as a “Loral Terminable Breach”). | | | If, at such termination, there has been and is continuing a willful breach by Loral that gave PSP Investments the right to terminate pursuant to a Loral Terminable Breach, then, except in the circumstance where the fee of $22,910,000 has been paid or is payable, the fee of $40,000,000 is due from Loral to PSP Investments. | |
Named Executive Officer
|
| |
Cash(1)
|
| |
Perquisites/
Benefits(2) |
| |
Total
|
| |||||||||
Avi Katz
President, General Counsel and Secretary |
| | | $ | 2,423,063 | | | | | $ | 58,285 | | | | | $ | 2,481,348 | | |
John Capogrossi
Vice President, Chief Financial Officer and Treasurer |
| | | $ | 1,629,075 | | | | | $ | 6,630 | | | | | $ | 1,635,705 | | |
Ravinder S. Girgla
Vice President and Controller |
| | | $ | 871,719 | | | | | $ | 5,178 | | | | | $ | 876,897 | | |
Named Executive Officer
|
| |
Severance
Payments |
| |
Prorated
Bonus |
| |
Prorated SERP
Make-Whole Payments |
| |||||||||
Avi Katz
President, General Counsel and Secretary |
| | | $ | 1,768,858 | | | | | $ | 375,301 | | | | | $ | 278,904 | | |
John Capogrossi
Vice President, Chief Financial Officer and Treasurer |
| | | $ | 1,280,406 | | | | | $ | 216,972 | | | | | $ | 131,697 | | |
Ravinder S. Girgla
Vice President and Controller |
| | | $ | 636,857 | | | | | $ | 159,005 | | | | | $ | 75,857 | | |
| 1962 | | | Telstar 1, built by Telesat’s predecessors at AT&T and Bell Laboratories, successfully delivered the first live intercontinental satellite TV transmission between Europe and the United States; | |
| 1972 | | | Telesat launched Anik A1, the world’s first commercial domestic communications satellite in geostationary orbit; | |
| 1978 | | | Telesat launched the first commercial Ku-band satellite on which was offered the first DTH television service, laying the groundwork for the global DTH industry; | |
| 1981 | | | Telesat co-located two satellites in a single orbital slot for the first time, now a widely-used industry practice; | |
| 1996 | | |
Telesat was the first to provide internet access to Internet Service Providers (“ISPs”) over satellite;
|
|
| 2004 | | | Telesat launched Anik F2, the first satellite to successfully commercialize DTH consumer Ka-band broadband services; | |
| 2009 | | | Telesat launched Telstar 11N, the first satellite to provide Ku-band coverage of the Atlantic Ocean from the Arctic Circle to the Equator; | |
| 2013 | | | Telesat launched Anik G1, the first commercial satellite with substantial X-band coverage of the Pacific Ocean, including Hawaii, to serve the Canadian and other governments; | |
| 2015 | | |
Telesat launched Telstar 12 VANTAGE, the first satellite combining high-throughput satellite (“HTS”) spot beams and conventional broad beams, giving customers the ability to maximise throughput, lower cost per bit and meet growing demand for bandwidth intensive applications;
|
|
| 2018 | | | Telesat launched its Phase 1 LEO satellite, the start of Telesat Lightspeed, leveraging Telesat Canada’s innovative, patent-pending design and international priority spectrum rights among commercial Ka-band inclined and polar NGSO systems (including SpaceX, Kuiper and OneWeb), and provided the first high-speed broadband connectivity from LEO; and | |
| 2019 | | | Telesat conducted the world’s first 5G backhaul demonstration over LEO satellite in partnership with Vodafone and the University of Surrey. | |
Region
|
| |
Revenues for
twelve months ended March 31, 2021 (C$ millions) |
| |||
North America
|
| | | $ | 659.7 | | |
Latin America and Caribbean
|
| | | $ | 61.3 | | |
Europe, Middle East and Africa
|
| | | $ | 41.6 | | |
Asia and Australia
|
| | | $ | 39.7 | | |
| | | |
Orbital Location
Regions Covered |
| |
Launch Date
|
| |
Manufacturer’s
End-of-Service Life |
| |
End-of-
Orbital Maneuver Life(1) |
| |
Model
|
|
| Anik F1 | | | 107.3° WL South America | | | Nov 2000 | | |
2016
|
| |
2022(2)(3)
|
| | BSS702 (Boeing) | |
| Anik F1R | | | 107.3° WL North America | | | Sep 2005 | | |
2020
|
| |
2022(8)
|
| | E3000 (EADS Astrium) | |
| Anik F2 | | | 111.1° WL Canada, Continental United States | | | Jul 2004 | | |
2019
|
| |
2026
|
| | BSS702 (Boeing) | |
| Anik F3 | | | 118.7° WL Canada, Continental United States | | | Apr 2007 | | |
2022
|
| |
2026
|
| | E3000 (EADS Astrium) | |
| Anik G1 | | | 107.3° WL Canada South America | | | Apr 2013 | | |
2028
|
| |
2039
|
| | SS/L 1300 | |
| Nimiq 1(7) | | | Not Applicable(4) | | | May 1999 | | |
2011
|
| |
2021(2)
|
| | A2100 AX (Lockheed Martin) | |
| Nimiq 2(7) | | | 91.1 WL North America(9) | | | Dec 2002 | | |
2015
|
| |
2024(2)
|
| | A2100 AX (Lockheed Martin) | |
| Nimiq 4 | | | 82° WL Canada | | | Sep 2008 | | |
2023
|
| |
2027
|
| | E3000 (EADS Astrium) | |
| Nimiq 5 | | | 72.7° WL Canada, Continental United States | | | Sep 2009 | | |
2024
|
| |
2036
|
| | SS/L 1300 | |
| Nimiq 6 | | | 91.1° WL Canada | | | May 2012 | | |
2027
|
| |
2046
|
| | SS/L 1300 | |
| Telstar 11N | | | 37.55° WL North and Central America, Europe, Africa and the maritime Atlantic Ocean region | | | Feb 2009 | | |
2024
|
| |
2026
|
| | SS/L 1300 | |
|
Telstar 12
VANTAGE |
| | 15° WL Eastern United States, SE Canada, Europe, Russia, Middle East, South Africa, portions of South and Central America | | | Nov 2015 | | |
2030
|
| |
2032
|
| | E3000 (Airbus) | |
| Telstar 14R/Estrela do Sul 2 | | | 63° WL Brazil and portions of Latin America, North America, Atlantic Ocean | | | May 2011 | | |
2026
|
| |
2025
|
| | SS/L 1300 | |
|
Telstar 18
VANTAGE(4) |
| | 138° EL India, South East Asia, Indonesia/Malaysia, China, | | | Sep 2018 | | |
2033
|
| |
2040
|
| | SS/L 1300 | |
| | | |
Orbital Location
Regions Covered |
| |
Launch Date
|
| |
Manufacturer’s
End-of-Service Life |
| |
End-of-
Orbital Maneuver Life(1) |
| |
Model
|
|
| | | | Australia/New Zealand, North Pacific and Hawaii | | | | | | | | | | | | | |
|
Telstar 19
VANTAGE |
| | 63° WL Brazil and portions of Latin America, North America, Atlantic Ocean, Caribbean | | | Jul 2018 | | |
2033
|
| |
2037
|
| | SS/L 1300 | |
| LEO 1 | | | NGSO polar | | | Jan 2018 | | |
2021
|
| |
N/A(6)
|
| | SSTL | |
Earth stations
|
| |
Owned or leased property
|
|
Vancouver, British Columbia, Canada | | |
Owned (scheduled to be closed in first half of 2021)
|
|
Victoria, British Columbia, Canada | | | Leased | |
Calgary, Alberta, Canada | | | Owned | |
Hague, Saskatchewan, Canada | | | Leased | |
Winnipeg, Manitoba, Canada | | | Owned | |
Montreal, Quebec, Canada | | | Owned | |
Toronto, Ontario, Canada | | |
Leased (scheduled to be closed in first half of 2021)
|
|
Mount Jackson, Virginia, U.S. | | | Owned | |
Middleton, Virginia, U.S. | | | Leased | |
Belo Horizonte, Brazil | | | Owned | |
Iqaluit, Nunavut, Canada | | | Leased | |
Fort McMurray, Alberta, Canada | | | Leased | |
Saskatoon, Saskatchewan, Canada | | | Leased | |
St. John’s, Newfoundland, Canada | | | Leased | |
Kapolei, Hawaii, U.S. | | | Third party site | |
Aflenz, Austria | | | Third party site | |
Perth, Australia | | | Third party site | |
Jakarta, Indonesia | | | Third party site | |
| | |
March 31,
2021 |
| |
March 31,
2020 |
| |
December 31,
2020 |
| |
December 31,
2019 |
| |
December 31,
2018 |
| |||||||||||||||
US$ to CAD$ spot rate
|
| | | | 1.2562 | | | | | | 1.4062 | | | | | | 1.2725 | | | | | | 1.2990 | | | | | | 1.3637 | | |
US$ to CAD$ average rate for the year ended
|
| | | | — | | | | | | — | | | | | | 1.3425 | | | | | | 1.3289 | | | | | | 1.2912 | | |
US$ to CAD$ average rate for the three months ended.
|
| | | | 1.2747 | | | | | | 1.3211 | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Three months
ended March 31, |
| |
Years ended December 31,
|
| |
% Increase (Decrease)
|
| |||||||||||||||||||||||||||||||||||||||
(in millions of Canadian
dollars except percentages) |
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2021 vs
2020 |
| |
2020 vs
2019 |
| |
2019 vs
2018 |
| ||||||||||||||||||||||||
Broadcast
|
| | | $ | 99.0 | | | | | $ | 101.6 | | | | | $ | 411.4 | | | | | $ | 444.5 | | | | | $ | 455.1 | | | | | | (2.6)% | | | | | | (7.4)% | | | | | | (2.3)% | | |
Enterprise
|
| | | | 88.6 | | | | | | 102.1 | | | | | | 389.7 | | | | | | 444.7 | | | | | | 428.2 | | | | | | (13.2)% | | | | | | (12.4)% | | | | | | 3.9% | | |
Consulting and other
|
| | | | 2.9 | | | | | | 4.9 | | | | | | 19.4 | | | | | | 21.7 | | | | | | 19.6 | | | | | | (40.7)% | | | | | | (10.7)% | | | | | | 10.7% | | |
Revenue
|
| | | $ | 190.5 | | | | | $ | 208.7 | | | | | $ | 820.5 | | | | | $ | 910.9 | | | | | $ | 902.9 | | | | | | (8.7)% | | | | | | (9.9)% | | | | | | 0.9% | | |
| | |
Three months
ended March 31, |
| |
Years ended December 31,
|
| |
% Increase (Decrease)
|
| |||||||||||||||||||||||||||||||||||||||
(in millions of Canadian
dollars except percentages) |
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2021 vs
2020 |
| |
2020 vs
2019 |
| |
2019 vs
2018 |
| ||||||||||||||||||||||||
Depreciation
|
| | | $ | 50.4 | | | | | $ | 55.6 | | | | | $ | 216.9 | | | | | $ | 243.0 | | | | | $ | 224.9 | | | | | | (9.4)% | | | | | | (10.7)% | | | | | | 8.1% | | |
Amortization
|
| | | | 4.1 | | | | | | 4.3 | | | | | | 17.2 | | | | | | 23.3 | | | | | | 24.3 | | | | | | (4.5)% | | | | | | (26.1)% | | | | | | (4.2)% | | |
Operating expenses
|
| | | | 40.0 | | | | | | 45.5 | | | | | | 180.9 | | | | | | 165.5 | | | | | | 185.8 | | | | | | (12.1)% | | | | | | 9.3% | | | | | | (10.9)% | | |
Other operating losses (gains), net
|
| | | | 0.7 | | | | | | 0.2 | | | | | | 0.2 | | | | | | 0.9 | | | | | | (0.7) | | | | | | 204.5% | | | | | | (75.1)% | | | | | | (216.0)% | | |
Total expenses
|
| | | $ | 95.1 | | | | | $ | 105.6 | | | | | $ | 415.2 | | | | | $ | 432.6 | | | | | $ | 434.2 | | | | | | (9.9)% | | | | | | (4.0)% | | | | | | (0.4)% | | |
| | |
Three months ended
March 31, |
| |
Years ended December 31,
|
| |
% Increase (Decrease)
|
| |||||||||||||||||||||||||||||||||||||||
(in millions of Canadian
dollars except percentages) |
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2021 vs
2020 |
| |
2020 vs
2019 |
| |
2019 vs
2018 |
| ||||||||||||||||||||||||
Compensation and employee benefits
|
| | | $ | 22.2 | | | | | $ | 21.1 | | | | | $ | 89.9 | | | | | $ | 87.9 | | | | | $ | 98.4 | | | | | | 5.3% | | | | | | 2.2% | | | | | | (10.6)% | | |
Other operating expenses
|
| | | | 8.0 | | | | | | 14.8 | | | | | | 57.6 | | | | | | 40.3 | | | | | | 45.6 | | | | | | (46.0)% | | | | | | 42.9% | | | | | | (11.5)% | | |
Cost of sales
|
| | | | 9.7 | | | | | | 9.6 | | | | | | 33.4 | | | | | | 37.2 | | | | | | 41.9 | | | | | | 1.8% | | | | | | (10.4)% | | | | | | (11.1)% | | |
Operating expenses
|
| | | $ | 40.0 | | | | | $ | 45.5 | | | | | $ | 180.9 | | | | | $ | 165.5 | | | | | $ | 185.8 | | | | | | (12.1)% | | | | | | 9.3% | | | | | | (10.9)% | | |
| | |
Three months ended
March 31, |
| |
Years ended December 31,
|
| |
% Increase (Decrease)
|
| |||||||||||||||||||||||||||||||||||||||
(in millions of Canadian
dollars except percentages) |
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2021 vs
2020 |
| |
2020 vs
2019 |
| |
2019 vs
2018 |
| ||||||||||||||||||||||||
Debt service costs
|
| | | $ | 35.8 | | | | | $ | 47.6 | | | | | $ | 175.9 | | | | | $ | 226.6 | | | | | $ | 223.9 | | | | | | (24.8)% | | | | | | (22.4)% | | | | | | 1.2% | | |
Interest expense on significant financing component
|
| | | | 5.0 | | | | | | 5.8 | | | | | | 22.4 | | | | | | 25.5 | | | | | | 27.4 | | | | | | (14.5)% | | | | | | (12.0)% | | | | | | (6.9)% | | |
Interest expense on satellite performance incentive payments
|
| | | | 0.6 | | | | | | 0.8 | | | | | | 2.9 | | | | | | 3.5 | | | | | | 4.1 | | | | | | (22.0)% | | | | | | (17.1)% | | | | | | (14.5)% | | |
Interest expense on employee benefit plans
|
| | | | 0.3 | | | | | | 0.3 | | | | | | 1.2 | | | | | | 1.3 | | | | | | 1.5 | | | | | | 24.1% | | | | | | (12.7)% | | | | | | (10.0)% | | |
Interest expense on leases
|
| | | | 0.3 | | | | | | 0.3 | | | | | | 1.3 | | | | | | 1.3 | | | | | | — | | | | | | 6.4% | | | | | | 4.7% | | | | | | (100.0)% | | |
Capitalized interest
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (19.1) | | | | | | — | | | | | | — | | | | | | (100.0)% | | |
Interest expense
|
| | | $ | 42.0 | | | | | $ | 54.7 | | | | | $ | 203.8 | | | | | $ | 258.3 | | | | | $ | 237.8 | | | | | | (23.3)% | | | | | | (21.2)% | | | | | | (8.6)% | | |
| | |
Three months
ended March 31, |
| |
Years ended December 31,
|
| ||||||||||||||||||||||||
(in millions of Canadian dollars)
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
Interest and other income
|
| | | $ | 0.1 | | | | | $ | 4.3 | | | | | $ | 5.2 | | | | | $ | 20.0 | | | | | $ | 16.5 | | |
| | |
Three months ended
March 31, |
| |
Years ended December 31,
|
| ||||||||||||||||||||||||
(in millions of Canadian dollars)
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
Loss on changes in fair value of financial instruments
|
| | | $ | (25.1) | | | | | $ | (43.8) | | | | | $ | (13.1) | | | | | $ | (49.7) | | | | | $ | (18.2) | | |
Gain (loss) on foreign exchange
|
| | | $ | 35.1 | | | | | $ | (290.7) | | | | | $ | 47.6 | | | | | $ | 163.8 | | | | | $ | (259.1) | | |
| | |
Three months ended
March 31, |
| |
Years ended December 31,
|
| ||||||||||||||||||||||||
(in millions of Canadian dollars)
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
Current tax expense
|
| | | $ | 24.1 | | | | | $ | 5.3 | | | | | $ | 77.1 | | | | | $ | 71.2 | | | | | $ | 98.8 | | |
Deferred tax recovery
|
| | | | (2.4) | | | | | | (9.1) | | | | | | (81.5) | | | | | | (56.1) | | | | | | (37.8) | | |
Tax expense (recovery)
|
| | | $ | 21.8 | | | | | $ | (3.8) | | | | | $ | (4.4) | | | | | $ | 15.1 | | | | | $ | 61.1 | | |
(in millions of Canadian dollars)
|
| |
Remaining 2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
Thereafter
|
| ||||||||||||||||||
Backlog
|
| | | $ | 488.4 | | | | | $ | 522.8 | | | | | $ | 437.8 | | | | | $ | 306.2 | | | | | $ | 217.3 | | | | | $ | 571.1 | | |
(in millions of Canadian dollars)
|
| |
3-months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| |
Year ended
December 31, 2019 |
| |
Costs incurred
prior to 2019 |
| ||||||||||||
Satellites, property and other equipment
|
| | | $ | 34.8 | | | | | $ | 75.4 | | | | | $ | 7.6 | | | | | $ | — | | |
Intangible assets
|
| | | | — | | | | | | — | | | | | | 24.3 | | | | | | 46.1 | | |
Total capital expenditures
|
| | | | 34.8 | | | | | | 75.4 | | | | | | 31.9 | | | | | | 46.1 | | |
Operating expenses
|
| | | | 6.4 | | | | | | 21.1 | | | | | | 7.1 | | | | | | 8.2 | | |
Total costs incurred
|
| | | $ | 41.2 | | | | | $ | 96.5 | | | | | $ | 39.0 | | | | | $ | 54.3 | | |
(in millions of Canadian dollars)
|
| |
3-months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| |
Year ended
December 31, 2019 |
| |||||||||
Satellites, property and other equipment
|
| | | $ | 0.8 | | | | | $ | 8.0 | | | | | $ | — | | |
Intangible assets
|
| | | | — | | | | | | — | | | | | | 3.3 | | |
Total claims against capital expenditures
|
| | | | 0.8 | | | | | | 8.0 | | | | | | 3.3 | | |
Operating expenses
|
| | | | 0.8 | | | | | | 4.0 | | | | | | 1.7 | | |
Total claims
|
| | | $ | 1.6 | | | | | $ | 12.0 | | | | | $ | 5.0 | | |
(in millions of Canadian dollars)
|
| |
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
Thereafter
|
| |
Total
|
| |||||||||||||||||||||
Satellite performance incentive payments, including interest
|
| | | $ | 9.3 | | | | | $ | 8.4 | | | | | $ | 7.5 | | | | | $ | 5.9 | | | | | $ | 3.1 | | | | | $ | 13.1 | | | | | $ | 47.3 | | |
Senior Secured Credit Facilities, Senior
Secured Notes and Senior Notes(1) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,184.8 | | | | | | 3,184.8 | | |
Interest on long-term indebtedness
|
| | | | 129.6 | | | | | | 129.4 | | | | | | 129.4 | | | | | | 129.5 | | | | | | 128.4 | | | | | | 182.3 | | | | | | 828.5 | | |
Interest rate swaps
|
| | | | 12.7 | | | | | | 5.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18.3 | | |
Lease liabilities
|
| | | | 3.4 | | | | | | 3.0 | | | | | | 3.0 | | | | | | 2.8 | | | | | | 2.5 | | | | | | 27.8 | | | | | | 42.6 | | |
Property lease commitments(2)
|
| | | | 1.1 | | | | | | 1.1 | | | | | | 1.1 | | | | | | 1.1 | | | | | | 1.0 | | | | | | 12.5 | | | | | | 17.8 | | |
Commitments for capital expenditures(2)
|
| | | | 155.3 | | | | | | 35.1 | | | | | | 86.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | 277.2 | | |
Other operating commitments(2)
|
| | | | 32.7 | | | | | | 6.5 | | | | | | 5.0 | | | | | | 4.2 | | | | | | 3.8 | | | | | | 11.4 | | | | | | 63.7 | | |
Contributions to employment benefit plans
|
| | | | 4.0 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4.0 | | |
Decommissioning liabilities
|
| | | | 2.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.1 | | | | | | 2.4 | | | | | | 4.9 | | |
Customer and other deposits
|
| | | | 1.3 | | | | | | — | | | | | | 0.1 | | | | | | — | | | | | | 0.1 | | | | | | 0.1 | | | | | | 1.6 | | |
Other financial liabilities, including interest
|
| | | | 2.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2.1 | | |
| | | | $ | 353.9 | | | | | $ | 189.0 | | | | | $ | 232.8 | | | | | $ | 143.5 | | | | | $ | 139.0 | | | | | $ | 3,434.5 | | | | | $ | 4,492.7 | | |
| | |
Three months ended
March 31, |
| |
Years ended
December 31, |
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
Revenue
|
| | | | 51.5% | | | | | | 51.2% | | | | | | 52.9% | | | | | | 52.7% | | | | | | 50.4% | | |
Operating expenses
|
| | | | 38.6% | | | | | | 47.1% | | | | | | 45.6% | | | | | | 39.2% | | | | | | 29.7% | | |
Interest on Telesat’s indebtedness
|
| | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
(In millions of Canadian dollars)
|
| | | | | | |
Revenue
|
| | | $ | 4.9 | | |
Operating expenses
|
| | | $ | 0.8 | | |
Interest on our indebtedness
|
| | | $ | 1.8 | | |
(In millions of Canadian dollars)
|
| | | | | | |
Revenue
|
| | | $ | 21.7 | | |
Operating expenses
|
| | | $ | 4.1 | | |
Interest on Telesat’s indebtedness
|
| | | $ | 8.8 | | |
(CAD millions, beginning of year)
|
| |
Q2
2021 |
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
Thereafter
|
| ||||||||||||||||||
U.S. TLB Facility
|
| | | $ | 1,950.6 | | | | | $ | 1,950.6 | | | | | $ | 1,950.6 | | | | | $ | 1,950.6 | | | | | $ | 1,950.6 | | | | | $ | 1,950.6 | | |
6.5% Senior Notes
|
| | | | 690.9 | | | | | | 690.9 | | | | | | 690.9 | | | | | | 690.9 | | | | | | 690.9 | | | | | | 690.9 | | |
4.875% Senior Secured Notes
|
| | | | 502.5 | | | | | | 502.5 | | | | | | 502.5 | | | | | | 502.5 | | | | | | 502.5 | | | | | | 502.5 | | |
U.S. dollar-denominated debt balances
|
| | | $ | 3,144.0 | | | | | $ | 3,144.0 | | | | | $ | 3,144.0 | | | | | $ | 3,144.0 | | | | | $ | 3,144.0 | | | | | $ | 3,144.0 | | |
(CAD millions)
|
| |
Q2
2021 |
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
Thereafter
|
| ||||||||||||||||||
U.S. TLB Facility(1)
|
| | | $ | 1,950.6 | | | | | $ | 1,950.6 | | | | | $ | 1,950.6 | | | | | $ | 1,950.6 | | | | | $ | 1,950.6 | | | | | $ | 1,950.6 | | |
Interest rate derivative variable to fixed(2)
|
| | | | (1,130.6) | | | | | | (565.3) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Debt exposed to variable interest rate after interest rate derivatives
|
| | | $ | 820.1 | | | | | $ | 1,385.4 | | | | | $ | 1,950.6 | | | | | $ | 1,950.6 | | | | | $ | 1,950.6 | | | | | $ | 1,950.6 | | |
(In millions of Canadian dollars)
|
| |
Twelve months
ended March 31, 2021 |
| |||
Net income
|
| | | $ | 565.4 | | |
Impact of unrestricted subsidiaries
|
| | | | 418.0 | | |
Consolidated income for Covenant Purposes
|
| | | | 983.4 | | |
Plus: | | | | | | | |
Income taxes (Note 1)
|
| | | | (358.6) | | |
Interest expense (Note 1)
|
| | | | 165.5 | | |
Depreciation and amortization expense (Note 1)
|
| | | | 228.3 | | |
Non-cash share-based compensation and pension expense
|
| | | | 21.0 | | |
Other
|
| | | | 37.2 | | |
Increased (decreased) by: | | | | | | | |
Non-cash gains on changes in fair value of financial instruments and swap obligations and cash losses on the value of swap obligations
|
| | | | (5.5) | | |
Non-cash gains resulting from changes in foreign exchange rates
|
| | | | (380.6) | | |
Consolidated EBITDA for Covenant Purposes
|
| | | $ | 690.7 | | |
(in $ millions)
|
| |
As at
March 31, 2021 |
| |||
U.S. dollar-denominated debt
|
| | | | | | |
Term Loan B U.S Facility (US$)
|
| | | $ | 1,552.8 | | |
6.5% Senior Notes (US$)
|
| | | | 550.0 | | |
4.875% Senior Secured Notes (US$)
|
| | | | 400.0 | | |
| | | | | 2,502.8 | | |
Foreign exchange adjustment
|
| | | | 641.2 | | |
Subtotal (CAD$)
|
| | | | 3,144.0 | | |
Deferred financing costs and prepayment options (CAD$)
|
| | | | 2.3 | | |
Indebtedness | | | | $ | 3,146.4 | | |
(in CAD $ millions)
|
| | | | | | |
Indebtedness | | | | $ | 3,146.4 | | |
Adjustments for covenant purposes: | | | | | | | |
Deferred financing costs and prepayment options (CAD$)
|
| | | | (2.3) | | |
Add: lease liabilities
|
| | | | 34.5 | | |
Consolidated Total Debt
|
| | | | 3,178.5 | | |
Less: cash and cash equivalents (max. $100 million US$)
|
| | | | (125.6) | | |
Consolidated Total Debt for Covenant Purposes
|
| | | $ | 3,052.9 | | |
Consolidated Total Debt
|
| | | $ | 3,178.5 | | |
Less: unsecured debt (6.5% Senior Notes)
|
| | | | (690.9) | | |
Consolidated Total Secured Debt
|
| | | | 2,487.6 | | |
Less: cash and cash equivalents (max. $100 million US$)
|
| | | | (125.6) | | |
Consolidated Total Secured Debt for Covenant Purposes
|
| | | $ | 2,362.0 | | |
Balance Sheet Data as of March 31, 2021
(In millions of Canadian dollars) |
| |
Issuer and
Restricted Subsidiaries |
| |
Unrestricted
Subsidiaries |
| |
Consolidating
Adjustments |
| |
Consolidated
|
| ||||||||||||
Current assets
|
| | | $ | 322.8 | | | | | $ | 660.1 | | | | | $ | (29.5) | | | | | $ | 953.5 | | |
Total assets
|
| | | $ | 6,809.0 | | | | | $ | 2,538.4 | | | | | $ | (3,765.6) | | | | | $ | 5,581.8 | | |
Current liabilities
|
| | | $ | 162.3 | | | | | $ | 61.4 | | | | | $ | (29.5) | | | | | $ | 194.2 | | |
Long-term debt, including current portion
|
| | | $ | 3,146.4 | | | | | $ | — | | | | | $ | — | | | | | $ | 3,146.4 | | |
Total liabilities
|
| | | $ | 4,059.7 | | | | | $ | 435.7 | | | | | $ | (402.9) | | | | | $ | 4,092.6 | | |
Shareholder’s equity
|
| | | $ | 2,749.3 | | | | | $ | 2,102.7 | | | | | $ | (3,362.7) | | | | | $ | 1,489.3 | | |
Statement of Income Data for the three months ended
March 31, 2021 (In millions of Canadian dollars) |
| |
Issuer and
Restricted Subsidiaries |
| |
Unrestricted
Subsidiaries |
| |
Consolidating
Adjustments |
| |
Consolidated
|
| ||||||||||||
Revenue
|
| | | $ | 197.9 | | | | | $ | 0.4 | | | | | $ | (7.7) | | | | | $ | 190.5 | | |
Operating expenses
|
| | | | (39.5) | | | | | | (8.2) | | | | | | 7.7 | | | | | | (40.0) | | |
Depreciation
|
| | | | (50.3) | | | | | | (0.1) | | | | | | — | | | | | | (50.4) | | |
Amortization
|
| | | | (4.1) | | | | | | — | | | | | | — | | | | | | (4.1) | | |
Other operating gains (losses), net
|
| | | | (0.7) | | | | | | — | | | | | | — | | | | | | (0.7) | | |
Operating income (loss)
|
| | | | 103.3 | | | | | | (7.9) | | | | | | — | | | | | | 95.4 | | |
Income from equity investments
|
| | | | (12.1) | | | | | | — | | | | | | 12.1 | | | | | | — | | |
Interest expense
|
| | | | (42.0) | | | | | | — | | | | | | — | | | | | | (42.0) | | |
Interest and other income
|
| | | | — | | | | | | 0.1 | | | | | | — | | | | | | 0.1 | | |
Loss on changes in fair value of financial instruments
|
| | | | (25.1) | | | | | | — | | | | | | — | | | | | | (25.1) | | |
Gain on foreign exchange
|
| | | | 32.2 | | | | | | (7.1) | | | | | | 10.0 | | | | | | 35.1 | | |
Income (loss) before tax
|
| | | | 56.3 | | | | | | (14.9) | | | | | | 22.1 | | | | | | 63.5 | | |
Tax (expense) recovery
|
| | | | (22.9) | | | | | | 2.8 | | | | | | (1.7) | | | | | | (21.8) | | |
Net income (loss)
|
| | | $ | 33.4 | | | | | $ | (12.1) | | | | | $ | 20.4 | | | | | $ | 41.7 | | |
Balance Sheet Data as of December 31, 2020
(In millions of Canadian dollars) |
| |
Issuer and
Restricted Subsidiaries |
| |
Unrestricted
Subsidiaries |
| |
Consolidating
Adjustments |
| |
Consolidated
|
| ||||||||||||
Current assets
|
| | | $ | 228.0 | | | | | $ | 690.2 | | | | | $ | (24.6) | | | | | $ | 893.6 | | |
Total assets
|
| | | $ | 7,692.0 | | | | | $ | 2,560.7 | | | | | $ | (4,671.5) | | | | | $ | 5,581.2 | | |
Current liabilities
|
| | | $ | 143.9 | | | | | $ | 42.9 | | | | | $ | (24.6) | | | | | $ | 162.1 | | |
Long-term debt, including current portion
|
| | | $ | 3,187.2 | | | | | $ | — | | | | | $ | — | | | | | $ | 3,187.2 | | |
Total liabilities
|
| | | $ | 4,100.6 | | | | | $ | 425.2 | | | | | $ | (404.5) | | | | | $ | 4,121.3 | | |
Shareholder’s equity
|
| | | $ | 3,591.4 | | | | | $ | 2,135.5 | | | | | $ | (4,267.0) | | | | | $ | 1,459.9 | | |
Statement of Income Data for the year ended December 31,
2020 (In millions of Canadian dollars) |
| |
Issuer and
Restricted Subsidiaries |
| |
Unrestricted
Subsidiaries |
| |
Consolidating
Adjustments |
| |
Consolidated
|
| ||||||||||||
Revenue
|
| | | $ | 844.7 | | | | | $ | 0.4 | | | | | $ | (24.7) | | | | | $ | 820.5 | | |
Operating expenses
|
| | | | (179.5) | | | | | | (26.1) | | | | | | 24.7 | | | | | | (180.9) | | |
Depreciation
|
| | | | (216.6) | | | | | | (0.3) | | | | | | — | | | | | | (216.9) | | |
Amortization
|
| | | | (17.2) | | | | | | — | | | | | | — | | | | | | (17.2) | | |
Other operating gains (losses), net
|
| | | | 1,730.9 | | | | | | — | | | | | | (1,731.1) | | | | | | (0.2) | | |
Operating income (loss)
|
| | | | 2,162.4 | | | | | | (26.0) | | | | | | (1,731.1) | | | | | | 405.3 | | |
Income from equity investments
|
| | | | (405.1) | | | | | | — | | | | | | 405.1 | | | | | | — | | |
Interest expense
|
| | | | (203.7) | | | | | | — | | | | | | — | | | | | | (203.8) | | |
Interest and other income
|
| | | | 1.5 | | | | | | 3.7 | | | | | | — | | | | | | 5.2 | | |
Loss on changes in fair value of financial instruments
|
| | | | (13.1) | | | | | | — | | | | | | — | | | | | | (13.1) | | |
Gain on foreign exchange
|
| | | | 47.6 | | | | | | — | | | | | | — | | | | | | 47.6 | | |
Income (loss) before tax
|
| | | | 1,589.6 | | | | | | (22.3) | | | | | | (1,326.1) | | | | | | 241.2 | | |
Tax (expense) recovery
|
| | | | (70.3) | | | | | | (382.8) | | | | | | 457.4 | | | | | | 4.4 | | |
Net income (loss)
|
| | | $ | 1,519.3 | | | | | $ | (405.1) | | | | | $ | (868.6) | | | | | $ | 245.6 | | |
(In thousands of Canadian dollars)
|
| |
Fiscal 2020
|
| |
Fiscal 2019
|
|
Audit fees(1)
|
| |
$923
|
| |
$911
|
|
Audit-related fees(2)
|
| |
229
|
| |
326
|
|
Tax fees(3)
|
| |
130
|
| |
181
|
|
All other fees(4)
|
| |
4
|
| |
4
|
|
Total fees paid
|
| |
$ 1,286
|
| |
$ 1,422
|
|
Name
|
| |
Age
|
| |
Title
|
|
Directors | | | | | | | |
Ms. Mélanie Bernier(2) | | |
45
|
| | Director | |
Mr. Michael Boychuk(2) | | |
65
|
| | Director | |
Mr. Jason A. Caloras(1) | | |
35
|
| | Director | |
Mr. Dick Fadden | | |
69
|
| | Director | |
Mr. Daniel Goldberg(4) | | |
55
|
| | Director | |
Mr. Henry Intven | | |
72
|
| | Director | |
Dr. Mark H. Rachesky(1) | | |
61
|
| | Director | |
Mr. Guthrie Stewart(2) | | |
65
|
| | Director | |
Mr. Michael B. Targoff(1) | | |
76
|
| | Director | |
Name
|
| |
Age
|
| |
Title
|
|
Individual to be named(3) | | | | | | Director | |
Senior Management | | | | | | | |
Mr. Daniel Goldberg | | |
55
|
| | President and Chief Executive Officer | |
Ms. Michèle Beck | | |
55
|
| | Vice President, North American Sales | |
Mr. Andrew Browne | | |
65
|
| | Chief Financial Officer | |
Mr. Christopher S. DiFrancesco | | |
57
|
| | Vice President, General Counsel and Secretary | |
Mr. Thomas E. Eaton, Jr. | | |
65
|
| | Vice President, International Sales | |
Mr. John Flaherty | | |
55
|
| | Vice President, Business Planning & Marketing | |
Mr. Erwin Hudson | | |
64
|
| | Vice President, LEO | |
Mr. Michael C. Schwartz | | |
56
|
| | Senior Vice President, Coprorate & Business Development | |
Mr. David N. Wendling | | |
58
|
| | Chief Technical Officer | |
(in millions of Canadian dollars)
|
| |
Telesat
|
| |
Loral
|
| |
Telesat
Corporation |
| |||||||||
Cash
|
| | | $ | 883.1 | | | | | $ | 32.0 | | | | | $ | 1,489.7 | | |
Total current portion of long-term debt and leases | | | | | | | | | | | | | | | | | | | |
Current secured guaranteed indebtedness
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Current unsecured guaranteed indebtedness
|
| | | | — | | | | | | — | | | | | | — | | |
Current unguaranteed lease liabilities
|
| | | | 2.2 | | | | | | — | | | | | | 2.2 | | |
Total non-current debt and leases | | | | | | | | | | | | | | | | | | | |
Secured guaranteed long-term indebtedness
|
| | | | 2,446.6 | | | | | | — | | | | | | 3,070.8 | | |
Unsecured guaranteed long-term indebtedness
|
| | | | 699.8 | | | | | | — | | | | | | 699.8 | | |
Long-term unguaranteed lease liabilities
|
| | | | 32.3 | | | | | | — | | | | | | 32.3 | | |
Total debt
|
| | | | 3,180.9 | | | | | | — | | | | | | 3,805.1 | | |
Shareholders’ equity | | | | | | | | | | | | | | | | | | | |
Common shares
|
| | | | 26.6 | | | | | | — | | | | | | 46.7 | | |
Voting participating preferred shares
|
| | | | 48.2 | | | | | | — | | | | | | — | | |
Non-voting participating preferred shares
|
| | | | 80.9 | | | | | | — | | | | | | — | | |
Voting common stock
|
| | | | — | | | | | | 0.3 | | | | | | — | | |
Non-voting common stock
|
| | | | — | | | | | | 0.1 | | | | | | — | | |
Paid in capital
|
| | | | — | | | | | | 1,281.2 | | | | | | — | | |
Treasury stock
|
| | | | — | | | | | | (12.0) | | | | | | — | | |
Accumulated earnings (deficit)
|
| | | | 1,308.2 | | | | | | (900.3) | | | | | | 349.2 | | |
Reserves
|
| | | | 25.4 | | | | | | (69.9) | | | | | | 9.3 | | |
Non-controlling interest
|
| | | | — | | | | | | — | | | | | | 1,056.7 | | |
Total shareholders’ equity
|
| | | | 1,489.3 | | | | | | 299.4 | | | | | | 1,461.9 | | |
Total capitalization
|
| | | $ | 4,670.2 | | | | | $ | 299.4 | | | | | $ | 5,267.0 | | |
In millions of Canadian dollars
|
| |
Telesat
|
| |
Loral
|
| |
Telesat
Partnership |
| |
Telesat
Corporation |
| ||||||||||||
Cash
|
| | | $ | 883.1 | | | | | $ | 32.0 | | | | | $ | 1,489.7 | | | | | $ | — | | |
Total current portion of long-term debt and leases | | | | | | | | | | | | | | | | | | | | | | | | | |
Current secured guaranteed indebtedness
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Current unsecured guaranteed indebtedness
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Current unguaranteed lease liabilities
|
| | | | 2.2 | | | | | | — | | | | | | 2.2 | | | | | | — | | |
Total non-current debt and leases | | | | | | | | | | | | | | | | | | | | | | | | | |
Secured guaranteed long-term indebtedness
|
| | | | 2,446.6 | | | | | | — | | | | | | 3,070.8 | | | | | | — | | |
Unsecured guaranteed long-term indebtedness
|
| | | | 699.8 | | | | | | — | | | | | | 699.8 | | | | | | — | | |
Long-term unguaranteed lease liabilities
|
| | | | 32.3 | | | | | | — | | | | | | 32.3 | | | | | | — | | |
Partnership units liability
|
| | |
|
—
|
| | | | | — | | | | | | 1,434.3 | | | | | | — | | |
Total debt
|
| | | | 3,180.9 | | | | | | — | | | | | | 5,239.4 | | | | | | — | | |
Shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | |
Common shares/partnership units
|
| | | | 26.6 | | | | | | — | | | | | | 11.2 | | | | | | 11.2 | | |
Voting participating preferred shares
|
| | | | 48.2 | | | | | | — | | | | | | — | | | | | | — | | |
Non-voting participating preferred shares
|
| | | | 80.9 | | | | | | — | | | | | | — | | | | | | — | | |
Voting common stock
|
| | | | — | | | | | | 0.3 | | | | | | — | | | | | | — | | |
Non-voting common stock
|
| | | | — | | | | | | 0.1 | | | | | | — | | | | | | — | | |
Paid in capital
|
| | | | — | | | | | | 1,281.2 | | | | | | — | | | | | | — | | |
Treasury stock
|
| | | | — | | | | | | (12.0) | | | | | | — | | | | | | — | | |
Accumulated earnings (deficit)
|
| | | | 1,308.2 | | | | | | (900.3) | | | | | | 16.0 | | | | | | — | | |
Reserves
|
| | | | 25.4 | | | | | | (69.9) | | | | | | 0.4 | | | | | | — | | |
Total shareholders’ equity
|
| | | | 1,489.3 | | | | | | 299.4 | | | | | | 27.6 | | | | | | 11.2 | | |
Total capitalization
|
| | | $ | 4,670.2 | | | | | $ | 299.4 | | | | | $ | 5,267.0 | | | | | $ | 11.2 | | |
Adjusted EBITDA Performance
|
| |
Performance Bonus
|
|
<95% of target amount | | | Nil | |
95% of target amount | | | Bonus equal to 50% of Target Bonus | |
97.5% of target amount | | | Bonus equal to 75% of Target Bonus | |
100% of target amount | | | Bonus equal to 100% of Target Bonus | |
102.5% of target amount | | | Bonus equal to 150% of Target Bonus | |
≥105% of target amount | | | Bonus equal to 200% of Target Bonus | |
Event Provisions(1)
|
| |
Provisions
|
|
Termination for any reason (except for death or disability) prior to the second anniversary of the grant date | | | Immediate forfeiture of all vested and unvested Telesat Options. | |
Termination for cause as any time | | | Immediate forfeiture of all vested and unvested Telesat Options. | |
Termination other than for cause (except for death or disability) at any time | | | Forfeiture of all unvested Telesat Options with all vested Telesat Options being exercisable for 90 days following the date of termination or resignation or such longer period as the Telesat Board may determine in its sole discretion. | |
Death, disability or retirement of a participant | | | All unvested Telesat Options will vest and may be exercised within 180 days following the date of death, resignation due to disability or retirement and thereafter shall be forfeited. | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Non-equity Incentive
Plan Compensation ($) |
| | | | | | | | | | | | | | | | | | | |||||||||
Name and Principal Position
|
| |
Fiscal
Year |
| |
Salary(1)
($) |
| |
Share-
based Awards(2) ($) |
| |
Option-
Based Awards(3) ($) |
| |
Annual
incentive plan(4) ($) |
| |
Long-
term incentive plans ($) |
| |
Pension
Value(5) ($) |
| |
All Other
Compensation(6) ($) |
| |
Total
Compensation ($) |
| |||||||||||||||||||||||||||
Daniel S. Goldberg,
President and Chief Executive Officer(7) |
| | | | 2020 | | | | | | 1,300,500 | | | | | | — | | | | | | — | | | | | | 1,300,500 | | | | | | — | | | | | | 955,000 | | | | | | 885,445(8) | | | | | | 4,441,445 | | |
| | | 2019 | | | | | | 1,275,000 | | | | | | — | | | | | | — | | | | | | 2,550,000 | | | | | | — | | | | | | 646,000 | | | | | | 1,998,365 | | | | | | 6,469,365 | | | ||
| | | 2018 | | | | | | 1,032,265 | | | | | | 5,188,000 | | | | | | — | | | | | | 1,662,750 | | | | | | — | | | | | | 708,000 | | | | | | 8,583,139 | | | | | | 17,174,154 | | | ||
Andrew Browne,
Chief Financial Officer |
| | | | 2020 | | | | | | 709,830 | | | | | | — | | | | | | — | | | | | | 599,101 | | | | | | — | | | | | | — | | | | | | 150,561(9) | | | | | | 1,459,492 | | |
| | | 2019 | | | | | | 23,646(10) | | | | | | — | | | | | | — | | | | | | 82,611 | | | | | | — | | | | | | — | | | | | | 1,017 | | | | | | 107,274 | | | ||
| | | 2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Michael Schwartz,
Senior Vice President |
| | | | 2020 | | | | | | 669,134 | | | | | | — | | | | | | — | | | | | | 585,225 | | | | | | — | | | | | | 488,000 | | | | | | 387,163(11) | | | | | | 2,129,522 | | |
| | | 2019 | | | | | | 656,014 | | | | | | — | | | | | | — | | | | | | 1,312,028 | | | | | | — | | | | | | 417,000 | | | | | | 382,063 | | | | | | 2,767,105 | | | ||
| | | 2018 | | | | | | 643,151 | | | | | | — | | | | | | — | | | | | | 855,519 | | | | | | — | | | | | | 448,000 | | | | | | 371,496 | | | | | | 2,318,166 | | | ||
Erwin Hudson,
Vice President, Telesat LEO |
| | | | 2020 | | | | | | 467,095 | | | | | | — | | | | | | — | | | | | | 227,505 | | | | | | — | | | | | | 139,000 | | | | | | 118,701(12) | | | | | | 952,301 | | |
| | | 2019 | | | | | | 440,745 | | | | | | — | | | | | | — | | | | | | 397,953 | | | | | | — | | | | | | 127,000 | | | | | | 70,623 | | | | | | 1,036,321 | | | ||
| | | 2018 | | | | | | 432,126 | | | | | | — | | | | | | — | | | | | | 259,489 | | | | | | — | | | | | | 130,000 | | | | | | 235,299 | | | | | | 1,056,914 | | | ||
David Wendling,
Chief Technology Officer |
| | | | 2020 | | | | | | 300,000 | | | | | | — | | | | | | — | | | | | | 168,071 | | | | | | — | | | | | | 138,000 | | | | | | 136,871(13) | | | | | | 742,942 | | |
| | | 2019 | | | | | | 249,481 | | | | | | — | | | | | | — | | | | | | 224,533 | | | | | | — | | | | | | 119,000 | | | | | | 136,830 | | | | | | 729,844 | | | ||
| | | 2018 | | | | | | 244,589 | | | | | | — | | | | | | — | | | | | | 146,409 | | | | | | — | | | | | | 130,000 | | | | | | 308,642 | | | | | | 829,640 | | |
Name and
Principal Position |
| |
Event
|
| |
Severance(1)
($) |
| |
Options
($) |
| |
Other
Payments ($) |
| |
Total
($) |
| ||||||||||||
Daniel S. Goldberg
President and Chief Executive Officer |
| |
Termination without cause or resignation with good reason
|
| | | | 13,476,750 | | | | | | —(2) | | | | | | 437,559 | | | | | | 13,914,309(3) | | |
Andrew Browne
Chief Financial Officer |
| |
Termination without cause or resignation with good reason
|
| | | | 4,934,694 | | | | | | — | | | | | | 241,533 | | | | | | 5,176,227 | | |
Michael Schwartz
Senior Vice President, Corporate and Business Development |
| | Termination without cause or resignation with good reason | | | | | 5,999,247 | | | | | | — | | | | | | 331,246 | | | | | | 6,330,493 | | |
Erwin Hudson
Vice President, Telesat LEO |
| |
Termination without cause or resignation with good reason
|
| | | | 848,966 | | | | | | — | | | | | | 98,477 | | | | | | 947,443 | | |
David Wendling
Chief Technology Officer |
| | Termination without cause or resignation with good reason | | | | | 824,533 | | | | | | —(2) | | | | | | 37,704 | | | | | | 862,237(3) | | |
| | |
Option-based Awards
|
| |
Shared-based Awards
|
| ||||||||||||||||||||||||||||||||||||
Name and Principal Position
|
| |
Number of
Common Shares underlying unexercised options(1) |
| |
Option
exercise price ($) |
| |
Option
expiration date |
| |
Value of
unexercised in-the-money options ($) |
| |
Number of
Shares that have not vested(1) |
| |
Market or
payout value of share-based awards that have not vested ($) |
| |
|
| |||||||||||||||||||||
Daniel S. Goldberg
President and Chief Executive Officer |
| | | | 1,077,520 | | | | | | —(1) | | | | | | 4-Apr-23 | | | | | | —(2) | | | | | | 66,666 | | | | | | —(2) | | | | | | — | | |
Andrew Browne
Chief Financial Officer |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Schwartz
Senior Vice President |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Erwin Hudson
Vice President, Telesat LEO |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David Wendling
Chief Technology Officer |
| | | | 173,972 | | | | | | —(1) | | | | | | 30-Aug-23 | | | | | | —(2) | | | | | | — | | | | | | — | | | | | | — | | |
Name and
Principal Position |
| |
Option-Based Awards —
Value Expected to be Vested During the Year ($) |
| |
Share-Based Awards —
Value Expected to be Vested During the Year ($) |
| |
Non-equity incentive plan
compensation — Value earned during the year ($) |
| |||||||||
Daniel S. Goldberg,
President and Chief Executive Officer |
| | | | — | | | | | | —(1) | | | | |
|
—
|
| |
Andrew Browne,
Chief Financial Officer |
| | | | — | | | | | | — | | | | | | — | | |
Michael Schwartz,
Senior Vice President |
| | | | — | | | | | | — | | | | | | — | | |
Name and
Principal Position |
| |
Option-Based Awards —
Value Expected to be Vested During the Year ($) |
| |
Share-Based Awards —
Value Expected to be Vested During the Year ($) |
| |
Non-equity incentive plan
compensation — Value earned during the year ($) |
| |||||||||
Erwin Hudson,
Vice President, Telesat LEO |
| | | | — | | | | | | — | | | | | | — | | |
David Wendling,
Chief Technology Officer |
| | | | —(1) | | | | | | — | | | | | | — | | |
Name and
Principal Position |
| |
Number of
years of credited service(1) (#) |
| |
Annual benefits
payable ($) |
| |
Closing
present value of defined benefit obligation ($) |
| |
Compensatory
change ($) |
| |
Non-
compensatory change(2) ($) |
| |
Opening
present value of defined benefit obligation(3) ($) |
| ||||||||||||||||||||||||
|
At year
end(1) |
| |
At age
65 |
| ||||||||||||||||||||||||||||||||||||||
Daniel S. Goldberg,
President and Chief Executive Officer |
| | | | 14.3 | | | | | | 633,000 | | | | | | 1,046,000 | | | | | | 12,713,000 | | | | | | 955,000 | | | | | | 2,363,000 | | | | | | 16,031,000 | | |
Andrew Browne,
Chief Financial Officer |
| | | | 1.1 | | | | | | 24,000 | | | | | | 24,000 | | | | | | 26,000 | | | | | | 0 | | | | | | 477,000 | | | | | | 503,000 | | |
Michael Schwartz,
Senior Vice President, Corporate and Business Development |
| | | | 8.9 | | | | | | 198,000 | | | | | | 389,000 | | | | | | 3,388,000 | | | | | | 488,000 | | | | | | 502,000 | | | | | | 4,378,000 | | |
Erwin Hudson,
Vice President, Telesat LEO |
| | | | 3.7 | | | | | | 42,000 | | | | | | 42,000 | | | | | | 539,000 | | | | | | 139,000 | | | | | | 244,000 | | | | | | 922,000 | | |
David Wendling,
Chief Technology Officer |
| | | | 28.3 | | | | | | 190,000 | | | | | | 236,000 | | | | | | 3,754,000 | | | | | | 138,000 | | | | | | 1,318,000 | | | | | | 5,210,000 | | |
Name
|
| |
Fees
earned ($) |
| |
Share-based
awards ($) |
| |
Option-based
awards ($) |
| |
Non-equity
incentive plan compensation ($) |
| |
Pension
value ($) |
| |
All other
compensation ($) |
| |
Total
($) |
| |||||||||||||||||||||
Mark H. Rachesky(1)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael B. Targoff(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Henry Intven
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
David Bernardi
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Boychuk(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Guthrie Stewart(1)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
John P. Cashman
|
| | | | 116,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 116,000 | | |
Colin D. Watson(2)
|
| | | | 137,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 137,000 | | |
Clare Copeland(1)
|
| | | | 132,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 132,500 | | |
Richard Fadden
|
| | | | 116,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 116,000 | | |
(in millions of Canadian dollars)
|
| |
Loral
|
| |
Reclassifications
|
| |
Historical Loral
|
| |||||||||
Income tax refund receivable
|
| | | $ | 1.5 | | | | | $ | (1.5) | | | | | $ | — | | |
Other current financial assets
|
| | | $ | — | | | | | $ | 0.4 | | | | | $ | 0.4 | | |
Prepaid expenses and other current assets
|
| | | $ | — | | | | | $ | 3.4 | | | | | $ | 3.4 | | |
Other current assets
|
| | | $ | 2.3 | | | | | $ | (2.3) | | | | | $ | — | | |
Right-of-use-asset
|
| | | $ | 0.6 | | | | | $ | (0.6) | | | | | $ | — | | |
Satellites, property and other equipment
|
| | | $ | — | | | | | $ | 0.6 | | | | | $ | 0.6 | | |
Trade and other payables
|
| | | $ | — | | | | | $ | 2.0 | | | | | $ | 2.0 | | |
Accrued employment costs
|
| | | $ | 1.8 | | | | | $ | (1.8) | | | | | $ | — | | |
Other current liabilities
|
| | | $ | 2.8 | | | | | $ | (0.2) | | | | | $ | 2.6 | | |
Pension and other post-retirement liabilities
|
| | | $ | 24.9 | | | | | $ | (24.9) | | | | | $ | — | | |
Other long-term liabilities
|
| | | $ | 25.3 | | | | | $ | 24.9 | | | | | $ | 50.2 | | |
Accumulated deficit
|
| | | $ | (877.4) | | | | | $ | (22.9) | | | | | $ | (900.3) | | |
Reserves
|
| | | $ | — | | | | | $ | (69.9) | | | | | $ | (69.9) | | |
Accumulated other comprehensive loss
|
| | | $ | (92.8) | | | | | $ | 92.8 | | | | | $ | — | | |
| | |
Loral
|
| |
Reclassifications
|
| |
Historical Loral
|
| |||||||||
Operating expenses
|
| | | $ | — | | | | | $ | 15.8 | | | | | $ | 15.8 | | |
General and administrative expenses
|
| | | $ | (9.0) | | | | | $ | 9.0 | | | | | $ | — | | |
Recovery of affiliate doubtful receivable
|
| | | $ | 7.8 | | | | | $ | (7.8) | | | | | $ | — | | |
Other expense
|
| | | $ | (14.6) | | | | | $ | 14.6 | | | | | $ | — | | |
| | |
Loral
|
| |
Reclassifications
|
| |
Historical Loral
|
| |||||||||
Operating expenses
|
| | | $ | — | | | | | $ | 5.2 | | | | | $ | 5.2 | | |
General and administrative expenses
|
| | | $ | (2.2) | | | | | $ | 2.2 | | | | | $ | — | | |
Other expense
|
| | | $ | (3.0) | | | | | $ | 3.0 | | | | | $ | — | | |
| | |
Telesat
Corporation |
| |
Historical
Telesat |
| |
Historical
Loral |
| |
Debt
offering adjustment(1) |
| |
Share
option cancellation adjustment(2) |
| |
Inducement
payment adjustment |
| |
Closing
payment mechanism adjustment |
| |
Subtotal
|
| |
Transaction
accounting adjustments |
| | | | |
Telesat
Corporation Pro Forma |
| ||||||||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
$
|
—
|
| | | | $ | 883.1 | | | | | $ | 32.0 | | | | | $ | 622.3 | | | | | $ | — | | | | | $ | (9.2) | | | | | $ | (14.5) | | | | | $ | 1,513.7 | | | | | $ | (24.0) | | | |
(3.2.1), (3.3)
|
| | | $ | 1,489.7 | | |
Trade and other receivables
|
| | |
|
—
|
| | | | | 43.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 43.6 | | | | | | — | | | | | | | | | 43.6 | | |
Other current financial
assets |
| | |
|
—
|
| | | | | 0.4 | | | | | | 0.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.8 | | | | | | — | | | | | | | | | 0.8 | | |
Prepaid expenses and other current assets
|
| | |
|
—
|
| | | | | 26.4 | | | | | | 3.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 29.8 | | | | | | — | | | | | | | | | 29.8 | | |
Total current assets
|
| | | | — | | | | | | 953.5 | | | | | | 35.8 | | | | | | 622.3 | | | | | | — | | | | | | (9.2) | | | | | | (14.5) | | | | | | 1,587.9 | | | | | | (24.0) | | | | | | | | | 1,563.9 | | |
Satellites, property and other equipment
|
| | |
|
—
|
| | | | | 1,300.3 | | | | | | 0.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,300.9 | | | | | | (0.6) | | | |
(3.1.1)
|
| | | | 1,300.3 | | |
Deferred tax assets
|
| | |
|
—
|
| | | | | 79.9 | | | | | | 35.0 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 114.9 | | | | | | (2.3) | | | |
(3.5)
|
| | | | 112.6 | | |
Other long-term financial assets
|
| | |
|
—
|
| | | | | 19.3 | | | | | | — | | | | | | 1.9 | | | | | | — | | | | | | — | | | | | | — | | | | | | 21.2 | | | | | | — | | | | | | | | | 21.2 | | |
Other long-term assets
|
| | |
|
—
|
| | | | | 9.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9.8 | | | | | | — | | | | | | | | | 9.8 | | |
Intangible assets
|
| | |
|
—
|
| | | | | 772.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 772.4 | | | | | | — | | | | | | | | | 772.4 | | |
Goodwill
|
| | |
|
—
|
| | | | | 2,446.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,446.6 | | | | | | — | | | | | | | | | 2,446.6 | | |
Investments
|
| | |
|
—
|
| | | | | — | | | | | | 282.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 282.8 | | | | | | (282.8) | | | |
(3.4)
|
| | | | — | | |
Total assets
|
| | | $ | — | | | | | $ | 5,581.8 | | | | | $ | 354.2 | | | | | $ | 624.2 | | | | | $ | — | | | | | $ | (9.2) | | | | | $ | (14.5) | | | | | $ | 6,536.5 | | | | | $ | (309.7) | | | | | | | | $ | 6,226.8 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade and other payables
|
| | |
$
|
—
|
| | | | $ | 46.6 | | | | | $ | 2.0 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 48.6 | | | | | $ | (6.0) | | | |
(3.3)
|
| | | $ | 42.6 | | |
Other current financial liabilities
|
| | |
|
—
|
| | | | | 52.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 52.3 | | | | | | — | | | | | | | | | 52.3 | | |
Other current liabilities
|
| | |
|
—
|
| | | | | 95.2 | | | | | | 2.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 97.8 | | | | | | (0.6) | | | |
(3.1.1)
|
| | | | 97.2 | | |
Total current liabilities
|
| | |
|
—
|
| | | |
|
194.1
|
| | | |
|
4.6
|
| | | | | — | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
198.7
|
| | | |
|
(6.6)
|
| | | | | | |
|
192.1
|
| |
Long-term indebtedness
|
| | |
|
—
|
| | | | | 3,146.4 | | | | | | — | | | | | | 624.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,770.6 | | | | | | — | | | | | | | | | 3,770.6 | | |
Deferred tax liabilities
|
| | |
|
—
|
| | | | | 319.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 319.8 | | | | | | — | | | | | | | | | 319.8 | | |
Other long-term financial liabilities
|
| | |
|
—
|
| | | | | 31.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31.4 | | | | | | — | | | | | | | | | 31.4 | | |
Other long-term liabilities
|
| | |
|
—
|
| | | | | 400.8 | | | | | | 50.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 451.0 | | | | | | — | | | | | | | | | 451.0 | | |
Total liabilities
|
| | | | — | | | | | | 4,092.5 | | | | | | 54.8 | | | | | | 624.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,771.5 | | | | | | (6.6) | | | | | | | | | 4,764.9 | | |
Shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share capital
|
| | |
|
—
|
| | | | | 155.7 | | | | | | 1,269.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,425.3 | | | | | | (1,378.6) | | | |
(3.2.2)
|
| | | | 46.7 | | |
Accumulated earnings
|
| | |
|
—
|
| | | | | 1,308.2 | | | | | | (900.3) | | | | | | — | | | | | | (8.5) | | | | | | (9.2) | | | | | | (14.5) | | | | | | 375.7 | | | | | | (26.5) | | | |
(3.1.3), (3.2.3), (3.3)
|
| | | | 349.2 | | |
Reserves
|
| | |
|
—
|
| | | | | 25.4 | | | | | | (69.9) | | | | | | — | | | | | | 8.5 | | | | | | — | | | | | | — | | | | | | (36.0) | | | | | | 45.3 | | | |
(3.1.3), (3.2.4)
|
| | | | 9.3 | | |
Non-controlling interest
|
| | |
|
—
|
| | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,056.7 | | | |
(3.2.5)
|
| | | | 1,056.7 | | |
Total shareholders’ equity
|
| | | | — | | | | | | 1,489.3 | | | | | | 299.4 | | | | | | — | | | | | | — | | | | | | (9.2) | | | | | | (14.5) | | | | | | 1,765.0 | | | | | | (303.1) | | | | | | | | | 1,461.9 | | |
Total liabilities and shareholders’
equity |
| | | $ | — | | | | | $ | 5,581.8 | | | | | $ | 354.2 | | | | | $ | 624.2 | | | | | $ | — | | | | | $ | (9.2) | | | | | $ | (14.5) | | | | | $ | 6,536.5 | | | | | $ | (309.7) | | | | | | | | $ | 6,226.8 | | |
| | |
Telesat
Corporation |
| |
Historical
Telesat |
| |
Historical
Loral |
| |
Debt
Offering(1) |
| |
Share
Option Cancellation(2) |
| |
Transaction
accounting adjustments(3) |
| | | | |
Telesat
Corporation Pro Forma |
| |||||||||||||||||||||
Revenue
|
| | |
$
|
—
|
| | | | $ | 190.5 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 190.5 | | |
Operating expenses
|
| | |
|
—
|
| | | | | (40.0) | | | | | | (5.2) | | | | | | — | | | | | | 1.7 | | | | | | 4.8 | | | |
(3.1.1), (3.1.2), (3.2)
|
| | | | (38.7) | | |
Depreciation
|
| | |
|
—
|
| | | | | (50.4) | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.2) | | | |
(3.1.1)
|
| | | | (50.6) | | |
Amortization
|
| | |
|
—
|
| | | | | (4.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (4.1) | | |
Other operating losses, net
|
| | |
|
—
|
| | | | | (0.7) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (0.7) | | |
Operating income
|
| | | | — | | | | | | 95.3 | | | | | | (5.2) | | | | | | — | | | | | | 1.7 | | | | | | 4.6 | | | | | | | | | 96.4 | | |
Interest expense
|
| | |
|
—
|
| | | | | (42.0) | | | | | | — | | | | | | (9.2) | | | | | | — | | | | | | (0.2) | | | |
(3.1.2)
|
| | | | (51.4) | | |
Equity in net income of affiliates
|
| | |
|
—
|
| | | | | — | | | | | | 44.1 | | | | | | — | | | | | | — | | | | | | (44.1) | | | |
(3.4)
|
| | | | — | | |
Interest and other income
|
| | |
|
—
|
| | | | | 0.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 0.2 | | |
Loss on changes in fair value of
financial instruments |
| | |
|
—
|
| | | | | (25.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (25.1) | | |
Loss on foreign exchange
|
| | |
|
—
|
| | | | | 35.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 35.1 | | |
Income before tax
|
| | | | — | | | | | | 63.5 | | | | | | 38.9 | | | | | | (9.2) | | | | | | 1.7 | | | | | | (39.7) | | | | | | | | | 55.2 | | |
Tax expense
|
| | |
|
—
|
| | | | | (21.8) | | | | | | 0.3 | | | | | | 2.5 | | | | | | — | | | | | | — | | | |
(3.1.2)
|
| | | | (19.0) | | |
Net income (loss)
|
| | | $ | — | | | | | $ | 41.7 | | | | | $ | 39.2 | | | | | $ | (6.7) | | | | | $ | 1.7 | | | | | $ | (39.7) | | | | | | | | $ | 36.2 | | |
Net income (loss) per share(3.5)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | |
$
|
—
|
| | | | $ | 0.35 | | | | | $ | 1.27 | | | | | | — | | | | | | — | | | | | $ | 0.29 | | | | | | | | $ | 0.73 | | |
Diluted
|
| | |
$
|
—
|
| | | | $ | 0.33 | | | | | $ | 1.26 | | | | | | — | | | | | | — | | | | | $ | 0.29 | | | | | | | | $ | 0.69 | | |
Weighted average outstanding shares(3.5)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 50 | | | | | | 119,796,021 | | | | | | 30,932,751 | | | | | | — | | | | | | — | | | | | | (137,129,784) | | | | | | | | | 13,599,038 | | |
Diluted
|
| | | | 50 | | | | | | 127,311,579 | | | | | | 31,031,668 | | | | | | — | | | | | | (5,362,670) | | | | | | (138,491,155) | | | | | | | | | 14,489,472 | | |
| | |
Telesat
Corporation |
| |
Historical
Telesat |
| |
Historical
Loral |
| |
Debt
Offering(1) |
| |
Share
Option Cancellation(2) |
| |
Transaction
accounting adjustments(3) |
| | | | |
Telesat
Corporation Pro Forma |
| |||||||||||||||||||||
Revenue
|
| | |
$
|
—
|
| | | | $ | 820.5 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 820.5 | | |
Operating expenses
|
| | |
|
—
|
| | | | | (180.9) | | | | | | (15.8) | | | | | | — | | | | | | (10.2) | | | | | | (23.8) | | | |
(3.1.1), (3.1.2), (3.2)
|
| | | | (230.7) | | |
Depreciation
|
| | |
|
—
|
| | | | | (216.9) | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.8) | | | |
(3.1.1)
|
| | | | (217.7) | | |
Amortization
|
| | |
|
—
|
| | | | | (17.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (17.2) | | |
Other operating losses, net
|
| | |
|
—
|
| | | | | (0.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (0.2) | | |
Operating income
|
| | | | — | | | | | | 405.3 | | | | | | (15.8) | | | | | | — | | | | | | (10.2) | | | | | | (24.6) | | | | | | | | | 354.7 | | |
Interest expense
|
| | |
|
—
|
| | | | | (203.8) | | | | | | — | | | | | | (39.0) | | | | | | — | | | | | | (0.8) | | | |
(3.1.2)
|
| | | | (243.6) | | |
Equity in net income of affiliates
|
| | |
|
—
|
| | | | | — | | | | | | 156.7 | | | | | | — | | | | | | — | | | | | | (156.7) | | | |
(3.4)
|
| | | | — | | |
Interest and other income
|
| | |
|
—
|
| | | | | 5.2 | | | | | | 1.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 6.6 | | |
Loss on changes in fair value of
financial instruments |
| | |
|
—
|
| | | | | (13.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (13.1) | | |
Loss on foreign exchange
|
| | |
|
—
|
| | | | | 47.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 47.6 | | |
Income before tax
|
| | | | — | | | | | | 241.2 | | | | | | 142.3 | | | | | | (39.0) | | | | | | (10.2) | | | | | | (182.1) | | | | | | | | | 152.2 | | |
Tax expense
|
| | |
|
—
|
| | | | | 4.4 | | | | | | (17.3) | | | | | | 10.4 | | | | | | — | | | | | | 1.0 | | | |
(3.1.2)
|
| | | | (1.5) | | |
Net income (loss)
|
| | | $ | — | | | | | $ | 245.6 | | | | | $ | 125.0 | | | | | $ | (28.6) | | | | | $ | (10.2) | | | | | $ | (181.1) | | | | | | | | $ | 150.7 | | |
Net income (loss) per share(3.5)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | |
$
|
—
|
| | | | $ | 2.05 | | | | | $ | 4.04 | | | | | | — | | | | | | — | | | | | $ | 1.32 | | | | | | | | $ | 3.04 | | |
Diluted
|
| | |
$
|
—
|
| | | | $ | 1.93 | | | | | $ | 4.01 | | | | | | — | | | | | | — | | | | | $ | 1.31 | | | | | | | | $ | 2.81 | | |
Weighted average outstanding shares(3.5)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 50 | | | | | | 119,780,531 | | | | | | 30,932,751 | | | | | | — | | | | | | — | | | | | | (137,114,294) | | | | | | | | | 13,599,038 | | |
Diluted
|
| | | | 50 | | | | | | 127,532,262 | | | | | | 31,020,000 | | | | | | — | | | | | | (5,037,670) | | | | | | (138,793,070) | | | | | | | | | 14,721,574 | | |
|
Cash and cash equivalents.
|
| | | C$ | 622.3 | | |
|
Other long-term financial assets
|
| | | C$ | 1.9 | | |
|
Long-term indebtedness.
|
| | | C$ | 624.2 | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Interest expense
|
| | | C$ | 9.2 | | | | | C$ | 39.0 | | |
Tax expense
|
| | | C$ | (2.5) | | | | | C$ | 10.4 | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Operating expenses
|
| | | C$ | (1.7) | | | | | C$ | 10.2 | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Operating expenses
|
| | | C$ | (0.2) | | | | | C$ | (0.9) | | |
Depreciation
|
| | | C$ | 0.2 | | | | | C$ | 0.8 | | |
Interest expense
|
| | | C$ | — | | | | | C$ | 0.1 | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Operating expenses
|
| | | C$ | (0.1) | | | | | C$ | 1.3 | | |
Interest expense
|
| | | C$ | 0.2 | | | | | C$ | 0.7 | | |
Tax expense
|
| | | C$ | — | | | | | C$ | (0.4) | | |
|
Cash and cash equivalents
|
| | | $ | (23.7) | | |
|
Share capital (net of eliminations)
|
| | | $ | (1,378.6) | | |
|
Accumulated earnings (net of eliminations)
|
| | | $ | (26.5) | | |
|
Reserves (net of eliminations)
|
| | | $ | 45.3 | | |
|
Non-controlling interest
|
| | | $ | 1,056.7 | | |
|
Historical share capital of Telesat
|
| | | | | | | | | | | | | | | $ | 155.7 | | |
|
Historical share capital of Loral
|
| | | | | | | | | | | | | | | | 1,269.6 | | |
| | | | | | | | | | | | | | | | | | 1,425.3 | | |
| Transaction accounting adjustments: | | | | | | | | | | | | | | | | | | | |
| Issuance of Class A&B shares of Telesat Corporation for existing | | | | | | | | | | | | | | | | | | | |
|
management shareholders
|
| | | | (i) | | | | | | 2.5 | | | | | | | | |
| Issuance of Class B shares of Telesat Corporation to some former | | | | | | | | | | | | | | | | | | | |
|
Loral stockholders
|
| | | | (ii) | | | | | | 38.0 | | | | | | | | |
|
Issuance of Class C shares of Telesat Corporation for Red Isle
|
| | | | (i) | | | | | | 6.3 | | | | | | | | |
|
Issuance of Class B LP units of Telesat Partnership
|
| | | | (ii) | | | | | | 49.4 | | | | | | | | |
|
Issuance of Class C LP units of Telesat Partnership
|
| | | | (ii) | | | | | | 59.5 | | | | | | | | |
|
Elimination of share capital of Telesat & Loral
|
| | | | | | | | | | (1,425.3) | | | | | | | | |
|
Total transaction accounting adjustments
|
| | | | | | | | | | | | | | | | (1,269.6) | | |
|
Total pro forma share capital (net of elimination)
|
| | | | | | | | | | | | | | | $ | 155.7 | | |
|
Pro forma share capital attributable to owners
|
| | | | | | | | | | | | | | | $ | 46.7 | | |
|
Pro forma share capital attributable to non-controlling interest
|
| | | | | | | | | | | | | | | $ | 109.0 | | |
| | |
Telesat
Capitalization Pre-Conversion |
| |
Conversion
Ratio |
| |
Telesat Corporation
Capitalization Post Conversion |
| |||||||||
|
Shares Pre-
Conversion* |
| |
Class A, Class B and
Class C Shares or Class A, B or C Units |
| ||||||||||||||
Voting Participating Preferred Shares
|
| | | | 7,034,444 | | | | | | 0.4136 | | | | | | 2,909,446 | | |
Non-Voting Participating Preferred Shares
|
| | | | 38,508,117 | | | | | | 0.4136 | | | | | | 15,925,797 | | |
Common Shares
|
| | | | 74,252,460 | | | | | | 0.4136 | | | | | | 30,709,556 | | |
| | | | | 119,795,021 | | | | | | | | | | | | 49,544,799 | | |
| | |
Class A, Class B
or Class C Shares |
| |
Class A, Class B or
Class C Units |
| ||||||
Telesat Corporation
|
| | | | 13,599,038 | | | | | | — | | |
Telesat Partnership LP
|
| | | | — | | | | | | 35,945,761 | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Operating expenses
|
| | | C$ | (4.4) | | | | | C$ | 23.5 | | |
Numerator (in millions of Canadian dollars)
|
| |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Net income
|
| | | $ | 36.2 | | | | | $ | 150.7 | | |
Net income attributable to owners
|
| | | $ | 9.9 | | | | | $ | 41.4 | | |
Net income attributable to non-controlling interests
|
| | | $ | 26.3 | | | | | $ | 109.3 | | |
Denominator | | | | | | | | | | | | | |
Weighted average common shares outstanding – basic(i)
|
| | | | 13,599,038 | | | | | | 13,599,038 | | |
Effect of dilutive securities(i)
|
| | | | 890,434 | | | | | | 1,122,536 | | |
Weighted average common shares outstanding – dilutive securities
|
| | | | 14,489,472 | | | | | | 14,721,574 | | |
Earnings per shares – basic
|
| | | C$ | 0.73 | | | | | C$ | 3.04 | | |
Earnings per share – dilutive securities
|
| | | C$ | 0.69 | | | | | C$ | 2.81 | | |
| | |
Telesat
Corporation |
| |
Historical
Telesat |
| |
Historical
Loral |
| |
Debt
offering adjustment(1) |
| |
Share option
cancellation adjustment(2) |
| |
Transaction
Accounting Adjustments |
| | | | |
Subtotal
|
| |
Equity
consolidation adjustments(3.6) |
| |
Telesat
Corporation Pro Forma |
| |||||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
$
|
—
|
| | | | $ | 883.1 | | | | | $ | 32.0 | | | | | $ | 622.3 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 1,537.4 | | | | | $ | (1,537.4) | | | | | $ | — | | |
Trade and other receivables
|
| | |
|
—
|
| | | | | 43.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 43.6 | | | | | | (43.6) | | | | | | — | | |
Other current financial assets
|
| | |
|
—
|
| | | | | 0.4 | | | | | | 0.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 0.8 | | | | | | (0.8) | | | | | | — | | |
Prepaid expenses and other current assets
|
| | |
|
—
|
| | | | | 26.4 | | | | | | 3.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 29.8 | | | | | | (29.8) | | | | | | — | | |
Total current assets
|
| | |
|
—
|
| | | |
|
953.5
|
| | | |
|
35.8
|
| | | |
|
622.3
|
| | | | | — | | | | | | — | | | | | | | |
|
1,611.6
|
| | | |
|
(1,611.6)
|
| | | | | — | | |
Satellites, property and other equipment
|
| | |
|
—
|
| | | | | 1,300.3 | | | | | | 0.6 | | | | | | — | | | | | | — | | | | | | (0.6) | | | |
(3.1.1)
|
| | | | 1,300.3 | | | | | | (1,300.3) | | | | | | — | | |
Deferred tax assets
|
| | |
|
—
|
| | | | | 79.9 | | | | | | 35.0 | | | | | | — | | | | | | — | | | | | | (2.3) | | | |
(3.3)
|
| | | | 112.6 | | | | | | (112.6) | | | | | | — | | |
Other long-term financial assets
|
| | |
|
—
|
| | | | | 19.3 | | | | | | — | | | | | | 1.9 | | | | | | — | | | | | | — | | | | | | | | | 21.2 | | | | | | (21.2) | | | | | | — | | |
Other long-term assets
|
| | |
|
—
|
| | | | | 9.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 9.8 | | | | | | (9.8) | | | | | | — | | |
Intangible assets
|
| | |
|
—
|
| | | | | 772.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 772.4 | | | | | | (772.4) | | | | | | — | | |
Goodwill
|
| | |
|
—
|
| | | | | 2,446.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 2,446.6 | | | | | | (2,446.6) | | | | | | — | | |
Investments
|
| | |
|
—
|
| | | | | — | | | | | | 282.8 | | | | | | — | | | | | | — | | | | | | (271.6) | | | |
(3.3)
|
| | | | 11.2 | | | | | | — | | | | | | 11.2 | | |
Total assets
|
| | |
$
|
—
|
| | | |
$
|
5,581.8
|
| | | |
$
|
354.2
|
| | | |
$
|
624.2
|
| | | | $ | — | | | | |
$
|
(274.5)
|
| | | | | | |
$
|
6,285.7
|
| | | |
$
|
(6,274.5)
|
| | | |
$
|
11.2
|
| |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade and other payables
|
| | |
$
|
—
|
| | | | $ | 46.6 | | | | | $ | 2.0 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 48.6 | | | | | $ | (48.6) | | | | | $ | — | | |
Other current financial liabilities
|
| | |
|
—
|
| | | | | 52.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 52.3 | | | | | | (52.3) | | | | | | — | | |
Other current liabilities
|
| | |
|
—
|
| | | | | 95.2 | | | | | | 2.6 | | | | | | — | | | | | | — | | | | | | (0.6) | | | |
(3.1.1)
|
| | | | 97.2 | | | | | | (97.2) | | | | | | — | | |
Total current liabilities
|
| | |
|
—
|
| | | |
|
194.1
|
| | | |
|
4.6
|
| | | | | — | | | | | | — | | | | |
|
(0.6)
|
| | | | | | |
|
198.1
|
| | | |
|
(198.1)
|
| | | | | — | | |
Long-term indebtedness
|
| | |
|
—
|
| | | | | 3,146.4 | | | | | | — | | | | | | 624.2 | | | | | | — | | | | | | — | | | | | | | | | 3,770.6 | | | | | | (3,770.6) | | | | | | — | | |
Deferred tax liabilities
|
| | |
|
—
|
| | | | | 319.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 319.8 | | | | | | (319.8) | | | | | | | | |
Other long-term financial liabilities
|
| | |
|
—
|
| | | | | 31.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 31.4 | | | | | | (31.4) | | | | | | — | | |
Other long-term liabilities
|
| | |
|
—
|
| | | | | 400.8 | | | | | | 50.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 451.0 | | | | | | (451.0) | | | | | | — | | |
Total liabilities
|
| | |
|
—
|
| | | |
|
4,092.5
|
| | | |
|
54.8
|
| | | |
|
624.2
|
| | | | | — | | | | |
|
(0.6)
|
| | | | | | |
|
4,770.9
|
| | | |
|
(4,770.9)
|
| | | | | — | | |
Shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share capital
|
| | |
|
—
|
| | | | | 155.7 | | | | | | 1,269.6 | | | | | | — | | | | | | — | | | | | | (1,258.4) | | | |
(3.2.1), (3.3)
|
| | | | 166.9 | | | | | | (155.7) | | | | | | 11.2 | | |
Accumulated earnings
|
| | |
|
—
|
| | | | | 1,308.2 | | | | | | (900.3) | | | | | | — | | | | | | (8.5) | | | | | | 914.7 | | | |
(3.1.3), (3.2.2), (3.3)
|
| | | | 1,314.1 | | | | | | (1,314.1) | | | | | | — | | |
Reserves
|
| | |
|
—
|
| | | | | 25.4 | | | | | | (69.9) | | | | | | — | | | | | | 8.5 | | | | | | 69.8 | | | |
(3.1.3), (3.2.3), (3.3)
|
| | | | 33.8 | | | | | | (33.8) | | | | | | — | | |
Total shareholders’ equity
|
| | |
|
—
|
| | | |
|
1,489.3
|
| | | |
|
299.4
|
| | | | | — | | | | | | — | | | | |
|
(273.9)
|
| | | | | | |
|
1,514.8
|
| | | |
|
(1,503.6)
|
| | | |
|
11.2
|
| |
Total liabilities and shareholders’ equity
|
| | |
$
|
—
|
| | | |
$
|
5,581.8
|
| | | |
$
|
354.2
|
| | | |
$
|
624.2
|
| | | | $ | — | | | | |
$
|
(274.5)
|
| | | | | | |
$
|
6,285.7
|
| | | |
$
|
(6,274.5)
|
| | | |
$
|
11.2
|
| |
| | |
Telesat
Corporation |
| |
Historical
Telesat |
| |
Historical
Loral |
| |
Share Option
cancellation adjustment(2) |
| |
Debt
Offering(1) |
| |
Transaction
accounting adjustments(3) |
| | | | |
Equity
accounting adjustments(3.6) |
| |
Telesat
Corporation Pro Forma |
| ||||||||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 190.5 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | | | $ | (190.5) | | | | | $ | — | | |
Operating expenses
|
| | | | — | | | | | | (40.0) | | | | | | (5.2) | | | | | | 1.7 | | | | | | — | | | | | | 4.8 | | | |
(3.1.1), (3.1.2), (3.5)
|
| | | | 38.7 | | | | | | — | | |
Depreciation
|
| | | | — | | | | | | (50.4) | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.2) | | | |
(3.1.1)
|
| | | | 50.6 | | | | | | — | | |
Amortization
|
| | | | — | | | | | | (4.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 4.1 | | | | | | — | | |
Other operating losses, net
|
| | | | — | | | | | | (0.7) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 0.7 | | | | | | — | | |
Operating income
|
| | | | — | | | | | | 95.3 | | | | | | (5.2) | | | | | | 1.7 | | | | | | — | | | | | | 4.6 | | | | | | | | | (96.4) | | | | | | — | | |
Interest expense
|
| | | | — | | | | | | (42.0) | | | | | | — | | | | | | — | | | | | | (9.2) | | | | | | (0.2) | | | |
(3.1.2)
|
| | | | 51.4 | | | | | | — | | |
Equity in net income
of affiliates |
| | | | — | | | | | | — | | | | | | 44.1 | | | | | | — | | | | | | — | | | | | | (44.1) | | | |
(3.3)
|
| | | | 0.5 | | | | | | 0.5 | | |
Interest and other income
|
| | | | — | | | | | | 0.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (0.2) | | | | | | — | | |
Loss on changes in fair value of financial instruments
|
| | | | — | | | | | | (25.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 25.1 | | | | | | — | | |
Loss on foreign exchange
|
| | | | — | | | | | | 35.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (35.1) | | | | | | — | | |
Income before tax
|
| | | | — | | | | | | 63.5 | | | | | | 38.9 | | | | | | 1.7 | | | | | | (9.2) | | | | | | (39.7) | | | | | | | | | (54.7) | | | | | | 0.5 | | |
Tax expense
|
| | | | — | | | | | | (21.8) | | | | | | 0.3 | | | | | | — | | | | | | 2.5 | | | | | | — | | | |
(3.1.2)
|
| | | | 19.0 | | | | | | — | | |
Net income (loss)
|
| | | $ | — | | | | | $ | 41.7 | | | | | $ | 39.2 | | | | | $ | 1.7 | | | | | $ | (6.7) | | | | | $ | (39.7) | | | | | | | | $ | (35.7) | | | | | $ | 0.5 | | |
Net income (loss) per
share(4) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | $ | — | | | | | $ | 0.35 | | | | | $ | 1.27 | | | | | | — | | | | | | — | | | | | $ | 0.26 | | | | | | | | | — | | | | | $ | 0.73 | | |
Diluted
|
| | | $ | — | | | | | $ | 0.33 | | | | | $ | 1.26 | | | | | | — | | | | | | — | | | | | $ | 0.26 | | | | | | | | | — | | | | | $ | 0.30 | | |
Weighted average outstanding shares
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 50 | | | | | | 119,796,021 | | | | | | 30,932,751 | | | | | | — | | | | | | — | | | | | | (150,111,360) | | | | | | | |
|
—
|
| | | | | 617,462 | | |
Diluted
|
| | | | 50 | | | | | | 127,311,579 | | | | | | 31,031,668 | | | | | | (5,362,670) | | | | | | — | | | | | | (151,472,731) | | | | | | | |
|
—
|
| | | | | 1,507,896 | | |
| | |
Telesat
Corporation |
| |
Historical
Telesat |
| |
Historical
Loral |
| |
Debt
Offering(1) |
| |
Share Option
Cancellation(2) |
| |
Transaction
accounting adjustments(3) |
| | | | |
Equity
accounting adjustments(3.6) |
| |
Telesat
Corporation Pro Forma |
| ||||||||||||||||||||||||
Revenue
|
| | |
$
|
—
|
| | | | $ | 820.5 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | | | $ | (820.5) | | | | | $ | — | | |
Operating expenses
|
| | |
|
—
|
| | | | | (180.9) | | | | | | (15.8) | | | | | | — | | | | | | (10.2) | | | | | | (23.8) | | | |
(3.1.1), (3.1.2), (3.5)
|
| | | | 230.7 | | | | | | — | | |
Depreciation
|
| | |
|
—
|
| | | | | (216.9) | | | | | | — | | | | | | — | | | | | | — | | | | | | (0.8) | | | |
(3.1.1)
|
| | | | 217.7 | | | | | | — | | |
Amortization
|
| | |
|
—
|
| | | | | (17.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 17.2 | | | | | | — | | |
Other operating losses, net
|
| | |
|
—
|
| | | | | (0.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 0.2 | | | | | | — | | |
Operating income
|
| | | | — | | | | | | 405.3 | | | | | | (15.8) | | | | | | — | | | | | | (10.2) | | | | | | (24.6) | | | | | | | | | (354.7) | | | | | | — | | |
Interest expense
|
| | |
|
—
|
| | | | | (203.8) | | | | | | — | | | | | | (39.0) | | | | | | — | | | | | | (0.8) | | | |
(3.1.2)
|
| | | | 243.6 | | | | | | — | | |
Equity in net income
of affiliates |
| | |
|
—
|
| | | | | — | | | | | | 156.7 | | | | | | — | | | | | | — | | | | | | (156.7) | | | |
(3.3)
|
| | | | 1.9 | | | | | | 1.9 | | |
Interest and other income
|
| | |
|
—
|
| | | | | 5.2 | | | | | | 1.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (6.6) | | | | | | — | | |
Loss on changes in fair value of financial instruments
|
| | |
|
—
|
| | | | | (13.1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 13.1 | | | | | | — | | |
Loss on foreign exchange
|
| | |
|
—
|
| | | | | 47.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (47.6) | | | | | | — | | |
Income before tax
|
| | | | — | | | | | | 241.2 | | | | | | 142.3 | | | | | | (39.0) | | | | | | (10.2) | | | | | | (182.1) | | | | | | | | | (150.3) | | | | | | 1.9 | | |
Tax expense
|
| | |
|
—
|
| | | | | 4.4 | | | | | | (17.3) | | | | | | 10.4 | | | | | | — | | | | | | 1.0 | | | |
(3.1.2)
|
| | | | 1.5 | | | | | | — | | |
Net income (loss)
|
| | | $ | — | | | | | $ | 245.6 | | | | | $ | 125.0 | | | | | $ | (28.6) | | | | | $ | (10.2) | | | | | $ | (181.1) | | | | | | | | $ | (148.8) | | | | | $ | 1.9 | | |
Net income (loss) per
share(4) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | |
$
|
—
|
| | | | $ | 2.05 | | | | | $ | 4.04 | | | | | | — | | | | | | — | | | | | $ | 1.21 | | | | | | | | | — | | | | | $ | 3.04 | | |
Diluted
|
| | |
$
|
—
|
| | | | $ | 1.93 | | | | | $ | 4.01 | | | | | | — | | | | | | — | | | | | $ | 1.19 | | | | | | | | | — | | | | | $ | 1.08 | | |
Weighted average outstanding shares(4)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 50 | | | | | | 119,780,531 | | | | | | 30,932,751 | | | | | | — | | | | | | — | | | | | | (150,095,870) | | | | | | | |
|
—
|
| | | | | 617,462 | | |
Diluted
|
| | | | 50 | | | | | | 127,532,262 | | | | | | 31,020,000 | | | | | | — | | | | | | (5,037,670) | | | | | | (151,774,644) | | | | | | | |
|
—
|
| | | | | 1,739,998 | | |
|
Cash and cash equivalents
|
| | | C$ | 622.3 | | |
|
Other long-term financial assets
|
| | | C$ | 1.9 | | |
|
Long-term indebtedness
|
| | | C$ | 624.2 | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Interest expense
|
| | | C$ | 9.2 | | | | | C$ | 39.0 | | |
Tax expenses
|
| | | C$ | (2.5) | | | | | C$ | (10.4) | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Operating expenses
|
| | | C$ | (1.7) | | | | | C$ | 10.2 | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Operating expenses
|
| | | C$ | (0.2) | | | | | C$ | (0.9) | | |
Depreciation
|
| | | C$ | 0.2 | | | | | C$ | 0.8 | | |
Interest expense
|
| | | C$ | — | | | | | C$ | 0.1 | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Operating expenses
|
| | | C$ | (0.1) | | | | | C$ | 1.3 | | |
Interest expense
|
| | | C$ | 0.2 | | | | | C$ | 0.7 | | |
Tax expense
|
| | | | — | | | | | C$ | (0.4) | | |
|
Historical share capital of Telesat . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | | | | | | | | | | | | $ | 155.7 | | |
|
Historical share capital of Loral . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | | | | | | | | | | | | | 1,269.6 | | |
| | | | | | | | | | | | | | | | | | 1,425.3 | | |
| Transaction accounting adjustments: | | | | | | | | | | | | | | | | | | | |
|
Issuance of Class A&B shares of Telesat Corporation for existing management shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . .
|
| | | | (i) | | | | | | 4.9 | | | | | | | | |
|
Issuance of Class C shares of Telesat Corporation for Red Isle . . . . .
|
| | | | (ii) | | | | | | 6.3 | | | | | | | | |
|
Elimination of share capital of Telesat & Loral . . . . . . . . . . . . . . .
|
| | | | (iii) | | | | | | (1,425.3) | | | | | | | | |
|
Total transaction accounting adjustments . . . . . . . . . . . . . . . . . . .
|
| | | | | | | | | | | | | | | | (1,414.1) | | |
|
Total pro forma share capital (net of elimination) . . . . . . . . . . . . . .
|
| | | | | | | | | | | | | | | $ | 11.2 | | |
| | |
Telesat
Capitalization Pre- Conversion |
| |
Conversion
Ratio |
| |
Telesat
Corporation / Partnership Capitalization Post Conversion |
| |||||||||
|
Shares Pre-
Conversion* |
| |
Class A, Class B
and Class C Shares or Class A, B or C Units |
| ||||||||||||||
Voting Participating Preferred Shares
|
| | | | 7,034,444 | | | | | | 0.4136 | | | | | | 2,909,446 | | |
Non-Voting Participating Preferred Shares
|
| | | | 38,508,117 | | | | | | 0.4136 | | | | | | 15,925,797 | | |
Common Shares
|
| | | | 74,252,460 | | | | | | 0.4136 | | | | | | 30,709,556 | | |
| | | | | 119,795,021 | | | | | | | | | | | | 49,544,799 | | |
| | |
Class A, Class B or
Class C Shares |
| |
Class A, Class B
or Class C Units |
| ||||||
Telesat Corporation
|
| | | | 617,462 | | | | | | — | | |
Telesat Partnership
|
| | | | — | | | | | | 48,927,337 | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Operating expenses
|
| | | C$ | (4.4) | | | | | C$ | 23.5 | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Numerator (in millions of Canadian dollars)
|
| | | | | | | | | | | | |
Net income
|
| | | $ | 0.5 | | | | | $ | 1.9 | | |
Denominator
|
| | | | | | | | | | | | |
Weighted average common shares outstanding – basic(i)
|
| | | | 617,462 | | | | | | 617,462 | | |
Effect of dilutive securities(i)
|
| | | | 890,434 | | | | | | 1,122,536 | | |
Weighted average common shares outstanding – dilutive securities
|
| | | | 1,507,896 | | | | | | 1,739,998 | | |
Earnings per shares – basic
|
| | | C$ | 0.73 | | | | | C$ | 3.04 | | |
Earnings per share – dilutive securities
|
| | | C$ | 0.30 | | | | | C$ | 1.08 | | |
| | |
Telesat
Partnership |
| |
Historical
Telesat |
| |
Historical
Loral |
| |
Debt
offering adjustment(1) |
| |
Share
option cancellation adjustment(2) |
| |
Inducement
payment adjustment |
| |
Closing
payment mechanism adjustment |
| |
Subtotal
|
| |
Transaction
accounting adjustments |
| | | | |
Telesat
Partnership Pro Forma |
| ||||||||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | |
$
|
—
|
| | | | $ | 883.1 | | | | | $ | 32.0 | | | | | $ | 622.3 | | | | | $ | — | | | | | $ | (9.2) | | | | | $ | (14.5) | | | | | $ | 1,513.7 | | | | | $ | (24.0) | | | |
(3.2.1), (3.3)
|
| | | $ | 1,489.7 | | |
Trade and other receivables
|
| | |
|
—
|
| | | | | 43.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 43.6 | | | | | | — | | | | | | | | | 43.6 | | |
Other current financial assets
|
| | |
|
—
|
| | | | | 0.4 | | | | | | 0.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.8 | | | | | | — | | | | | | | | | 0.8 | | |
Prepaid expenses and other current
assets |
| | |
|
—
|
| | | | | 26.4 | | | | | | 3.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 29.8 | | | | | | — | | | | | | | | | 29.8 | | |
Total current assets
|
| | | | — | | | | | | 953.5 | | | | | | 35.8 | | | | | | 622.3 | | | | | | — | | | | | | (9.2) | | | | | | (14.5) | | | | | | 1,587.9 | | | | | | (24.0) | | | | | | | | | 1,563.9 | | |
Satellites, property and other equipment
|
| | |
|
—
|
| | | | | 1,300.3 | | | | | | 0.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,300.9 | | | | | | (0.6) | | | |
(3.1.1)
|
| | | | 1,300.3 | | |
Deferred tax assets
|
| | |
|
—
|
| | | | | 79.9 | | | | | | 35.0 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 114.9 | | | | | | (2.3) | | | |
(3.5)
|
| | | | 112.6 | | |
Other long-term financial assets
|
| | |
|
—
|
| | | | | 19.3 | | | | | | — | | | | | | 1.9 | | | | | | — | | | | | | — | | | | | | — | | | | | | 21.2 | | | | | | — | | | | | | | | | 21.2 | | |
Other long-term assets
|
| | |
|
—
|
| | | | | 9.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9.8 | | | | | | — | | | | | | | | | 9.8 | | |
Intangible assets
|
| | |
|
—
|
| | | | | 772.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 772.4 | | | | | | — | | | | | | | | | 772.4 | | |
Goodwill
|
| | |
|
—
|
| | | | | 2,446.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,446.6 | | | | | | — | | | | | | | | | 2,446.6 | | |
Investments
|
| | |
|
—
|
| | | | | — | | | | | | 282.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 282.8 | | | | | | (282.8) | | | |
(3.4)
|
| | | | — | | |
Total assets
|
| | | $ | — | | | | | $ | 5,581.8 | | | | | $ | 354.2 | | | | | $ | 624.2 | | | | | $ | — | | | | | $ | (9.2) | | | | | $ | (14.5) | | | | | $ | 6,536.5 | | | | | $ | (309.7) | | | | | | | | $ | 6,226.8 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade and other payables
|
| | |
$
|
—
|
| | | | $ | 46.6 | | | | | $ | 2.0 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 48.6 | | | | | $ | (6.0) | | | |
(3.3)
|
| | | $ | 42.6 | | |
Other current financial liabilities
|
| | |
|
—
|
| | | | | 52.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 52.3 | | | | | | — | | | | | | | | | 52.3 | | |
Other current liabilities
|
| | |
|
—
|
| | | | | 95.2 | | | | | | 2.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 97.8 | | | | | | (0.6) | | | |
(3.1.1)
|
| | | | 97.2 | | |
Total current liabilities
|
| | |
|
—
|
| | | |
|
194.1
|
| | | |
|
4.6
|
| | | | | — | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
198.7
|
| | | |
|
(6.6)
|
| | | | | | |
|
192.1
|
| |
| | |
Telesat
Partnership |
| |
Historical
Telesat |
| |
Historical
Loral |
| |
Debt
offering adjustment(1) |
| |
Share
option cancellation adjustment(2) |
| |
Inducement
payment adjustment |
| |
Closing
payment mechanism adjustment |
| |
Subtotal
|
| |
Transaction
accounting adjustments |
| | | | |
Telesat
Partnership Pro Forma |
| ||||||||||||||||||||||||||||||
Long-term indebtedness
|
| | |
|
—
|
| | | | | 3,146.4 | | | | | | — | | | | | | 624.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,770.6 | | | | | | — | | | | | | | | | 3,770.6 | | |
Deferred tax liabilities
|
| | |
|
—
|
| | | | | 319.8 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 319.8 | | | | | | — | | | | | | | | | 319.8 | | |
Other long-term financial liabilities
|
| | |
|
—
|
| | | | | 31.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 31.4 | | | | | | — | | | | | | | | | 31.4 | | |
Other long-term liabilities
|
| | |
|
—
|
| | | | | 400.8 | | | | | | 50.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 451.0 | | | | | | — | | | | | | | | | 451.0 | | |
Partnership units liability
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,434.3 | | | |
(3.2.5)
|
| | | | 1,434.3 | | |
Total liabilities
|
| | | | — | | | | | | 4,092.5 | | | | | | 54.8 | | | | | | 624.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,771.5 | | | | | | 1,427.7 | | | | | | | | | 6,199.2 | | |
Shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Share capital / Partnership Interest
|
| | |
|
—
|
| | | | | 155.7 | | | | | | 1,269.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,425.3 | | | | | | (1,414.1) | | | |
(3.2.2)
|
| | | | 11.2 | | |
Accumulated earnings
|
| | |
|
—
|
| | | | | 1,308.2 | | | | | | (900.3) | | | | | | — | | | | | | (8.5) | | | | | | (9.2) | | | | | | (14.5) | | | | | | 375.7 | | | | | | (359.7) | | | |
(3.1.3), (3.2.3), (3.3)
|
| | | | 16.0 | | |
Reserves
|
| | |
|
—
|
| | | | | 25.4 | | | | | | (69.9) | | | | | | — | | | | | | 8.5 | | | | | | — | | | | | | — | | | | | | (36.0) | | | | | | 36.4 | | | |
(3.1.3), (3.2.4)
|
| | | | 0.4 | | |
Total shareholders’ equity
|
| | | | — | | | | | | 1,489.3 | | | | | | 299.4 | | | | | | — | | | | | | — | | | | | | (9.2) | | | | | | (14.5) | | | | | | 1,765.0 | | | | | | (1,737.4) | | | | | | | | | 27.6 | | |
Total liabilities and shareholders’ equity
|
| | | $ | — | | | | | $ | 5,581.8 | | | | | $ | 354.2 | | | | | $ | 624.2 | | | | | $ | — | | | | | $ | (9.2) | | | | | $ | (14.5) | | | | | $ | 6,536.5 | | | | | $ | (309.7) | | | | | | | | $ | 6,226.8 | | |
|
| | |
Telesat
Partnership |
| |
Historical
Telesat |
| |
Historical
Loral |
| |
Share Option
cancellation adjustment(2) |
| |
Debt
Offering(1) |
| |
Transaction
accounting adjustments(3) |
| | | | |
Telesat
Partnership Pro Forma |
| |||||||||||||||||||||
Revenue
|
| | |
$
|
—
|
| | | | $ | 190.5 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 190.5 | | |
Operating
expenses |
| | |
|
—
|
| | | | | (40.0) | | | | | | (5.2) | | | | | | 1.7 | | | | | | — | | | | | | 4.8 | | | |
(3.1.1),
(3.1.2), (3.3) |
| | | | (38.7) | | |
Depreciation
|
| | |
|
—
|
| | | | | (50.4) | | | | |
|
—
|
| | | |
|
—
|
| | | | | — | | | | | | (0.2) | | | |
(3.1.1)
|
| | | | (50.6) | | |
Amortization
|
| | |
|
—
|
| | | | | (4.1) | | | | |
|
—
|
| | | |
|
—
|
| | | | | — | | | | | | — | | | | | | | | | (4.1) | | |
Other operating losses, net
|
| | |
|
—
|
| | | | | (0.7) | | | | |
|
—
|
| | | |
|
—
|
| | | | | — | | | | | | — | | | | | | | | | (0.7) | | |
Operating income
|
| | | | — | | | | | | 95.3 | | | | | | (5.2) | | | | | | 1.7 | | | | | | — | | | | | | 4.6 | | | | | | | | | 96.4 | | |
Interest expense
|
| | |
|
—
|
| | | | | (42.0) | | | | | | — | | | | |
|
—
|
| | | | | (9.2) | | | | | | (0.2) | | | |
(3.1.2)
|
| | | | (51.4) | | |
Equity in net income
of affiliates |
| | |
|
—
|
| | | | | — | | | | | | 44.1 | | | | |
|
—
|
| | | | | — | | | | | | (44.1) | | | |
(3.4)
|
| | |
|
—
|
| |
Interest and other income
|
| | |
|
—
|
| | | | | 0.2 | | | | | | — | | | | |
|
—
|
| | | | | — | | | | | | — | | | | | | | | | 0.2 | | |
Loss on changes in fair value of financial instruments
|
| | |
|
—
|
| | | | | (25.1) | | | | | | — | | | | |
|
—
|
| | | | | — | | | | | | — | | | | | | | | | (25.1) | | |
Loss on changes in fair value of LP Units
|
| | |
|
—
|
| | | | | — | | | | | | — | | | | |
|
—
|
| | | | | — | | | | | | (35.7) | | | |
(3.2.5)
|
| | | | (35.7) | | |
Loss on foreign exchange
|
| | |
|
—
|
| | | | | 35.1 | | | | | | — | | | | |
|
—
|
| | | | | — | | | | | | — | | | | | | | | | 35.1 | | |
Income before tax
|
| | | | — | | | | | | 63.5 | | | | | | 38.9 | | | | | | 1.7 | | | | | | (9.2) | | | | | | (75.4) | | | | | | | | | 19.5 | | |
Tax expense
|
| | |
|
—
|
| | | | | (21.8) | | | | | | 0.3 | | | | | | — | | | | | | 2.5 | | | | | | — | | | |
(3.1.2)
|
| | | | (19.0) | | |
Net income (loss)
|
| | | $ | — | | | | | $ | 41.7 | | | | | $ | 39.2 | | | | | $ | 1.7 | | | | | $ | (6.7) | | | | | $ | (75.4) | | | | | | | | $ | 0.5 | | |
| | |
Telesat
Partnership |
| |
Historical
Telesat |
| |
Historical
Loral |
| |
Share Option
cancellation adjustment(2) |
| |
Debt
Offering(1) |
| |
Transaction
accounting adjustments(2) |
| | | | |
Telesat
Partnership Pro Forma |
| |||||||||||||||||||||
Revenue
|
| | | $ | — | | | | | $ | 820.5 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 820.5 | | |
Operating
expenses |
| | |
|
—
|
| | | | | (180.9) | | | | | | (15.8) | | | | | | (10.2) | | | | | | — | | | | | | (23.8) | | | |
(3.1.1),
(3.1.2), (3.3) |
| | | | (230.7) | | |
Depreciation
|
| | |
|
—
|
| | | | | (216.9) | | | | |
|
—
|
| | | |
|
—
|
| | | | | — | | | | | | (0.8) | | | |
(3.1.1)
|
| | | | (217.7) | | |
Amortization
|
| | |
|
—
|
| | | | | (17.2) | | | | |
|
—
|
| | | |
|
—
|
| | | | | — | | | | | | — | | | | | | | | | (17.2) | | |
Other operating losses, net
|
| | |
|
—
|
| | | | | (0.2) | | | | |
|
—
|
| | | |
|
—
|
| | | | | — | | | | | | — | | | | | | | | | (0.2) | | |
Operating income
|
| | | | — | | | | | | 405.3 | | | | | | (15.8) | | | | | | (10.2) | | | | | | — | | | | | | (24.6) | | | | | | | | | 354.7 | | |
Interest expense
|
| | |
|
—
|
| | | | | (203.8) | | | | | | — | | | | |
|
—
|
| | | | | (39.0) | | | | | | (0.8) | | | |
(3.1.2)
|
| | | | (243.6) | | |
Equity in net income
of affiliates |
| | |
|
—
|
| | | | | — | | | | | | 156.7 | | | | |
|
—
|
| | | | | — | | | | | | (156.7) | | | |
(3.4)
|
| | | | — | | |
Interest and other income
|
| | |
|
—
|
| | | | | 5.2 | | | | | | 1.4 | | | | |
|
—
|
| | | | | — | | | | | | — | | | | | | | | | 6.6 | | |
Loss on changes in fair value of financial instruments
|
| | |
|
—
|
| | | | | (13.1) | | | | | | — | | | | |
|
—
|
| | | | | — | | | | | | — | | | | | | | | | (13.1) | | |
Loss on changes in fair value of LP Units
|
| | |
|
—
|
| | | | | — | | | | | | — | | | | |
|
—
|
| | | | | — | | | | | | (148.8) | | | |
(3.2.5)
|
| | | | (148.8) | | |
Loss on foreign exchange
|
| | |
|
—
|
| | | | | 47.6 | | | | | | — | | | | |
|
—
|
| | | | | — | | | | | | — | | | | | | | | | 47.6 | | |
Income before tax
|
| | | | — | | | | | | 241.2 | | | | | | 142.3 | | | | | | (10.2) | | | | | | (39.0) | | | | | | (330.9) | | | | | | | | | 3.4 | | |
Tax expense
|
| | |
|
—
|
| | | | | 4.4 | | | | | | (17.3) | | | | | | — | | | | | | 10.4 | | | | | | 1.0 | | | |
(3.1.2)
|
| | | | (1.5) | | |
Net income (loss)
|
| | | $ | — | | | | | $ | 245.6 | | | | | $ | 125.0 | | | | | $ | (10.2) | | | | | $ | (28.6) | | | | | $ | (329.9) | | | | | | | | $ | 1.9 | | |
|
Cash and cash equivalents
|
| | | C$ | 622.3 | | |
|
Other long-term financial assets
|
| | | C$ | 1.9 | | |
|
Long-term indebtedness
|
| | | C$ | 624.2 | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Interest expense
|
| | | C$ | 9.2 | | | | | C$ | 39.0 | | |
Tax expense
|
| | | C$ | (2.5) | | | | | C$ | (10.4) | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Operating expenses
|
| | | C$ | (1.7) | | | | | C$ | 10.2 | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Operating expenses
|
| | | C$ | (0.2) | | | | | C$ | (0.9) | | |
Depreciation
|
| | | C$ | 0.2 | | | | | C$ | 0.8 | | |
Interest expense
|
| | | C$ | — | | | | | C$ | 0.1 | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Operating expenses
|
| | | C$ | (0.1) | | | | | C$ | 1.3 | | |
Interest expense
|
| | | C$ | 0.2 | | | | | C$ | 0.7 | | |
Tax expense
|
| | | C$ | — | | | | | C$ | (0.4) | | |
|
Cash and cash equivalents
|
| | | $ | (23.7) | | |
|
Partnership Interest (net of eliminations)
|
| | | $ | (1,414.1) | | |
|
Accumulated earnings (net of eliminations)
|
| | | $ | (359.7) | | |
|
Reserves (net of eliminations)
|
| | | $ | 36.4 | | |
|
Partnership units liability
|
| | | $ | 1,434.3 | | |
|
Historical share capital of Telesat
|
| | | | | | | | | | | | | | | $ | 155.7 | | |
|
Historical share capital of Loral
|
| | | | | | | | | | | | | | | | 1,269.6 | | |
| | | | | | | | | | | | | | | | | | 1,425.3 | | |
|
Transaction accounting adjustments:
|
| | | | | | | | | | | | | | | | | | |
|
Issuance of GP units of Telesat Partnership
|
| | | | (i),(ii) | | | | | | 11.2 | | | | | | | | |
|
Elimination of share capital of Telesat & Loral
|
| | | | | | | | | | (1,425.3) | | | | | | | | |
|
Total transaction accounting adjustments
|
| | | | | | | | | | | | | | | | (1,414.1) | | |
|
Total pro forma partnership interest (net of elimination)
|
| | | | | | | | | | | | | | | $ | 11.2 | | |
| | |
General
Partnership Units |
| |
Class A, Class B
or Class C Units |
| ||||||
Telesat Partnership
|
| | | | 617,462 | | | | | | 48,927,337 | | |
| | |
Three months ended
March 31, 2021 |
| |
Year ended
December 31, 2020 |
| ||||||
Operating expenses
|
| | | C$ | (4.4) | | | | | C$ | 23.5 | | |
(in thousands of Canadian dollars)
|
| |
Notes
|
| |
2021
|
| |
2020
|
| |||||||||
Revenue
|
| | | | 5 | | | | | $ | 190,492 | | | | | $ | 208,673 | | |
Operating expenses
|
| | | | 6 | | | | | | (39,954) | | | | | | (45,476) | | |
Depreciation
|
| | | | | | | | | | (50,367) | | | | | | (55,607) | | |
Amortization
|
| | | | | | | | | | (4,115) | | | | | | (4,311) | | |
Other operating losses, net
|
| | | | | | | | | | (673) | | | | | | (221) | | |
Operating income
|
| | | | | | | | | | 95,383 | | | | | | 103,058 | | |
Interest expense
|
| | | | 7 | | | | | | (41,995) | | | | | | (54,734) | | |
Interest and other income
|
| | | | | | | | | | 121 | | | | | | 4,252 | | |
Loss on changes in fair value of financial instruments
|
| | | | | | | | | | (25,124) | | | | | | (43,772) | | |
Gain (loss) on foreign exchange
|
| | | | | | | | | | 35,113 | | | | | | (290,692) | | |
Income (loss) before tax
|
| | | | | | | | | | 63,498 | | | | | | (281,888) | | |
Tax (expense) recovery
|
| | | | 8 | | | | | | (21,765) | | | | | | 3,800 | | |
Net income (loss)
|
| | | | | | | | | $ | 41,733 | | | | | $ | (278,088) | | |
(in thousands of Canadian dollars)
|
| |
2021
|
| |
2020
|
| ||||||
Net income (loss)
|
| | | $ | 41,733 | | | | | $ | (278,088) | | |
Other comprehensive (loss) income | | | | | | | | | | | | | |
Items that may be reclassified into profit or loss
|
| | | | | | | | | | | | |
Foreign currency translation adjustments
|
| | | | (14,102) | | | | | | 99,248 | | |
Other comprehensive (loss) income
|
| | | | (14,102) | | | | | | 99,248 | | |
Total comprehensive income (loss)
|
| | | $ | 27,631 | | | | | $ | (178,840) | | |
(in thousands of Canadian dollars)
|
| |
Common
shares |
| |
Preferred
shares |
| |
Total
share capital |
| |
Accumulated
earnings |
| |
Equity-
settled employee benefits reserve |
| |
Foreign
currency translation reserve |
| |
Total
reserves |
| |
Total
shareholders’ equity |
| ||||||||||||||||||||||||
Balance as at January 1,
2020 |
| | | $ | 26,580 | | | | | $ | 128,315 | | | | | $ | 154,895 | | | | | $ | 1,031,055 | | | | | $ | 74,877 | | | | | $ | (15,502) | | | | | $ | 59,375 | | | | | $ | 1,245,325 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (278,088) | | | | | | — | | | | | | — | | | | | | — | | | | | | (278,088) | | |
Other comprehensive income, net of tax of $nil
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 99,248 | | | | | | 99,248 | | | | | | 99,248 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,595 | | | | | | — | | | | | | 2,595 | | | | | | 2,595 | | |
Balance as at March 31, 2020
|
| | | $ | 26,580 | | | | | $ | 128,315 | | | | | $ | 154,895 | | | | | $ | 752,967 | | | | | $ | 77,472 | | | | | $ | 83,746 | | | | | $ | 161,218 | | | | | $ | 1,069,080 | | |
Balance as at April 1, 2020
|
| | | $ | 26,580 | | | | | $ | 128,315 | | | | | $ | 154,895 | | | | | $ | 752,967 | | | | | $ | 77,472 | | | | | $ | 83,746 | | | | | $ | 161,218 | | | | | $ | 1,069,080 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 523,666 | | | | | | — | | | | | | — | | | | | | — | | | | | | 523,666 | | |
Issuance of share capital on settlement of restricted share units
|
| | | | — | | | | | | 803 | | | | | | 803 | | | | | | — | | | | | | (1,729) | | | | | | — | | | | | | (1,729) | | | | | | (926) | | |
Other comprehensive loss, net of
tax recovery of $3,584 |
| | | | — | | | | | | — | | | | | | — | | | | | | (10,109) | | | | | | — | | | | | | (131,670) | | | | | | (131,670) | | | | | | (141,779) | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,905 | | | | | | — | | | | | | 9,905 | | | | | | 9,905 | | |
Dividends declared on Director
Voting Preferred Shares |
| | | | — | | | | | | — | | | | | | — | | | | | | (10) | | | | | | — | | | | | | — | | | | | | — | | | | | | (10) | | |
Balance as at December 31, 2020
|
| | | $ | 26,580 | | | | | $ | 129,118 | | | | | $ | 155,698 | | | | | $ | 1,266,514 | | | | | $ | 85,648 | | | | | $ | (47,924) | | | | | $ | 37,724 | | | | | $ | 1,459,936 | | |
Balance as at January 1,
2021 |
| | | $ | 26,580 | | | | | $ | 129,118 | | | | | $ | 155,698 | | | | | $ | 1,266,514 | | | | | $ | 85,648 | | | | | $ | (47,924) | | | | | $ | 37,724 | | | | | $ | 1,459,936 | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 41,733 | | | | | | — | | | | | | — | | | | | | — | | | | | | 41,733 | | |
Other comprehensive loss, net of
tax of $nil |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,102) | | | | | | (14,102) | | | | | | (14,102) | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,711 | | | | | | — | | | | | | 1,711 | | | | | | 1,711 | | |
Balance as at March 31, 2021
|
| | | $ | 26,580 | | | | | $ | 129,118 | | | | | $ | 155,698 | | | | | $ | 1,308,247 | | | | | $ | 87,359 | | | | | $ | (62,026) | | | | | $ | 25,333 | | | | | $ | 1,489,278 | | |
(in thousands of Canadian dollars)
|
| |
Notes
|
| |
March 31,
2021 |
| |
December 31,
2020 |
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | | | | | | $ | 883,091 | | | | | $ | 818,378 | | |
Trade and other receivables
|
| | | | | | | | | | 43,593 | | | | | | 51,928 | | |
Other current financial assets
|
| | | | | | | | | | 438 | | | | | | 448 | | |
Prepaid expenses and other current assets
|
| | | | | | | | | | 26,360 | | | | | | 22,861 | | |
Total current assets
|
| | | | | | | | | | 953,482 | | | | | | 893,615 | | |
Satellites, property and other equipment
|
| | | | 5,9 | | | | | | 1,300,287 | | | | | | 1,318,526 | | |
Deferred tax assets
|
| | | | | | | | | | 79,955 | | | | | | 79,912 | | |
Other long-term financial assets
|
| | | | | | | | | | 19,293 | | | | | | 53,425 | | |
Other long-term assets
|
| | | | 5 | | | | | | 9,833 | | | | | | 9,922 | | |
Intangible assets
|
| | | | 5 | | | | | | 772,381 | | | | | | 779,190 | | |
Goodwill
|
| | | | | | | | | | 2,446,603 | | | | | | 2,446,603 | | |
Total assets
|
| | | | | | | | | $ | 5,581,834 | | | | | $ | 5,581,193 | | |
Liabilities | | | | | | | | | | | | | | | | | | | |
Trade and other payables
|
| | | | | | | | | $ | 46,733 | | | | | $ | 30,091 | | |
Other current financial liabilities
|
| | | | | | | | | | 52,290 | | | | | | 35,880 | | |
Other current liabilities
|
| | | | | | | | | | 95,150 | | | | | | 96,155 | | |
Total current liabilities
|
| | | | | | | | | | 194,173 | | | | | | 162,126 | | |
Long-term indebtedness
|
| | | | 11 | | | | | | 3,146,384 | | | | | | 3,187,152 | | |
Deferred tax liabilities
|
| | | | | | | | | | 319,757 | | | | | | 325,893 | | |
Other long-term financial liabilities
|
| | | | | | | | | | 31,430 | | | | | | 35,499 | | |
Other long-term liabilities
|
| | | | | | | | | | 400,812 | | | | | | 410,587 | | |
Total liabilities
|
| | | | | | | | | | 4,092,556 | | | | | | 4,121,257 | | |
Shareholders’ Equity | | | | | | | | | | | | | | | | | | | |
Share capital
|
| | | | 12 | | | | | | 155,698 | | | | | | 155,698 | | |
Accumulated earnings
|
| | | | | | | | | | 1,308,247 | | | | | | 1,266,514 | | |
Reserves
|
| | | | | | | | | | 25,333 | | | | | | 37,724 | | |
Total shareholders’ equity
|
| | | | | | | | | | 1,489,278 | | | | | | 1,459,936 | | |
Total liabilities and shareholders’ equity
|
| | | | | | | | | $ | 5,581,834 | | | | | $ | 5,581,193 | | |
(in thousands of Canadian dollars)
|
| |
Notes
|
| |
2021
|
| |
2020
|
| |||||||||
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | |
Net income (loss)
|
| | | | | | | | | $ | 41,733 | | | | | $ | (278,088) | | |
Adjustments to reconcile net income (loss) to cash flows from operating activities
|
| | | | | | | | | | | | | | | | | | |
Depreciation
|
| | | | | | | | | | 50,367 | | | | | | 55,607 | | |
Amortization
|
| | | | | | | | | | 4,115 | | | | | | 4,311 | | |
Tax expense (recovery)
|
| | | | | | | | | | 21,765 | | | | | | (3,800) | | |
Interest expense
|
| | | | | | | | | | 41,995 | | | | | | 54,734 | | |
Interest income
|
| | | | | | | | | | (433) | | | | | | (4,246) | | |
(Gain) loss on foreign exchange
|
| | | | | | | | | | (35,113) | | | | | | 290,692 | | |
Loss on changes in fair value of financial instruments
|
| | | | | | | | | | 25,124 | | | | | | 43,772 | | |
Share-based compensation
|
| | | | | | | | | | 1,711 | | | | | | 2,595 | | |
Loss on disposal of assets
|
| | | | | | | | | | 673 | | | | | | 221 | | |
Other
|
| | | | | | | | | | (20,177) | | | | | | (15,147) | | |
Income taxes paid, net of income taxes received
|
| | | | 17 | | | | | | (30,635) | | | | | | (10,906) | | |
Interest paid, net of interest received
|
| | | | 17 | | | | | | (18,453) | | | | | | (33,759) | | |
Operating assets and liabilities
|
| | | | 17 | | | | | | 16,790 | | | | | | 2,524 | | |
Net cash from operating activities
|
| | | | | | | | | | 99,462 | | | | | | 108,510 | | |
Cash flows used in investing activities | | | | | | | | | | | | | | | | | | | |
Purchases for satellite programs
|
| | | | | | | | | | (16,746) | | | | | | (888) | | |
Purchase of property and other equipment
|
| | | | | | | | | | (3,708) | | | | | | (647) | | |
Purchase of intangible assets
|
| | | | | | | | | | — | | | | | | (5) | | |
Net cash used in investing activities
|
| | | | | | | | | | (20,454) | | | | | | (1,540) | | |
Cash flows used in financing activities | | | | | | | | | | | | | | | | | | | |
Repayment of indebtedness
|
| | | | 17 | | | | | | — | | | | | | (6,397) | | |
Payments of principal on lease liabilities
|
| | | | 17 | | | | | | (605) | | | | | | (346) | | |
Satellite performance incentive payments
|
| | | | 17 | | | | | | (1,733) | | | | | | (1,765) | | |
Government grant received
|
| | | | | | | | | | — | | | | | | 4,009 | | |
Net cash used in financing activities
|
| | | | | | | | | | (2,338) | | | | | | (4,499) | | |
Effect of changes in exchange rates on cash and cash equivalents
|
| | | | | | | | | | (11,957) | | | | | | 74,977 | | |
Increase in cash and cash equivalents
|
| | | | | | | | | | 64,713 | | | | | | 177,448 | | |
Cash and cash equivalents, beginning of period
|
| | | | | | | | | | 818,378 | | | | | | 1,027,222 | | |
Cash and cash equivalents, end of period
|
| | | | | | | | | $ | 883,091 | | | | | $ | 1,204,670 | | |
Three months ended March 31,
|
| |
2021
|
| |
2020
|
| ||||||
Broadcast
|
| | | $ | 98,953 | | | | | $ | 101,623 | | |
Enterprise
|
| | | | 88,622 | | | | | | 102,129 | | |
Consulting and other
|
| | | | 2,917 | | | | | | 4,921 | | |
Revenue
|
| | | $ | 190,492 | | | | | $ | 208,673 | | |
Three months ended March 31,
|
| |
2021
|
| |
2020
|
| ||||||
Enterprise
|
| | | $ | 5,540 | | | | | | 6,044 | | |
Total equipment sales
|
| | | $ | 5,540 | | | | | $ | 6,044 | | |
Three months ended March 31,
|
| |
2021
|
| |
2020
|
| ||||||
Canada
|
| | | $ | 87,771 | | | | | $ | 92,685 | | |
United States
|
| | | | 70,162 | | | | | | 75,928 | | |
Europe, Middle East & Africa
|
| | | | 9,447 | | | | | | 12,561 | | |
Latin America & Caribbean
|
| | | | 14,677 | | | | | | 17,402 | | |
Asia & Australia
|
| | | | 8,435 | | | | | | 10,097 | | |
Revenue
|
| | | $ | 190,492 | | | | | $ | 208,673 | | |
As at,
|
| |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Canada
|
| | | $ | 633,694 | | | | | $ | 624,303 | | |
Europe, Middle East & Africa
|
| | | | 598,494 | | | | | | 619,959 | | |
United States
|
| | | | 65,773 | | | | | | 71,659 | | |
All others
|
| | | | 2,326 | | | | | | 2,605 | | |
Satellites, property and other equipment
|
| | | $ | 1,300,287 | | | | | $ | 1,318,526 | | |
As at,
|
| |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Canada
|
| | | $ | 714,546 | | | | | $ | 718,880 | | |
United States
|
| | | | 37,920 | | | | | | 38,448 | | |
Latin America & Caribbean
|
| | | | 13,392 | | | | | | 15,114 | | |
All others
|
| | | | 6,523 | | | | | | 6,748 | | |
Intangible assets
|
| | | $ | 772,381 | | | | | $ | 779,190 | | |
As at,
|
| |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Canada
|
| | | $ | 9,430 | | | | | $ | 9,470 | | |
Europe, Middle East & Africa
|
| | | | 403 | | | | | | 452 | | |
Other long-term assets
|
| | | $ | 9,833 | | | | | $ | 9,922 | | |
Three months ended March 31,
|
| |
2021
|
| |
2020
|
| ||||||
Compensation and employee benefits(a)
|
| | | $ | 22,206 | | | | | $ | 21,083 | | |
Other operating expenses(b)
|
| | | | 8,002 | | | | | | 14,815 | | |
Cost of sales(c)
|
| | | | 9,746 | | | | | | 9,578 | | |
Operating expenses
|
| | | $ | 39,954 | | | | | $ | 45,476 | | |
Three months ended March 31,
|
| |
2021
|
| |
2020
|
| ||||||
Interest on indebtedness
|
| | | $ | 32,191 | | | | | $ | 47,574 | | |
Interest on derivative instruments
|
| | | | 3,571 | | | | | | (3) | | |
Interest on satellite performance incentive payments
|
| | | | 602 | | | | | | 772 | | |
Interest on significant financing component
|
| | | | 4,959 | | | | | | 5,803 | | |
Interest on employee benefit plans
|
| | | | 324 | | | | | | 261 | | |
Interest on leases
|
| | | | 348 | | | | | | 327 | | |
Interest expense
|
| | | $ | 41,995 | | | | | $ | 54,734 | | |
Three months ended March 31,
|
| |
2021
|
| |
2020
|
| ||||||
Current tax expense
|
| | | $ | 24,119 | | | | | $ | 5,290 | | |
Deferred tax recovery
|
| | | | (2,354) | | | | | | (9,090) | | |
Tax expense (recovery)
|
| | | $ | 21,765 | | | | | $ | (3,800) | | |
Three months ended March 31,
|
| |
2021
|
| |
2020
|
| ||||||
Income (loss) before tax
|
| | | $ | 63,498 | | | | | $ | (281,888) | | |
Multiplied by the statutory income tax rates
|
| | | | 26.46% | | | | | | 26.56% | | |
| | | | | 16,802 | | | | | | (74,870) | | |
Income tax recorded at rates different from the Canadian tax rate
|
| | | | (2,815) | | | | | | (3,231) | | |
Permanent differences
|
| | | | 5,961 | | | | | | 38,227 | | |
Effect of temporary differences not recognized as deferred tax assets
|
| | | | 1,820 | | | | | | 35,260 | | |
Other
|
| | | | (3) | | | | | | 814 | | |
Tax expense (recovery)
|
| | | $ | 21,765 | | | | | $ | (3,800) | | |
Effective income tax rate
|
| | | | 34.28% | | | | | | 1.35% | | |
|
Remainder
2021 |
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
Thereafter
|
| |
Total
|
| ||||||||||||||||||
|
$2,776
|
| | | $ | 3,276 | | | | | $ | 3,230 | | | | | $ | 3,098 | | | | | $ | 2,824 | | | | | $ | 35,574 | | | | | $ | 50,778 | | |
| | |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Senior Secured Credit Facilities | | | | | | | | | | | | | |
Revolving Credit Facility
|
| | | $ | — | | | | | $ | — | | |
Term Loan B – U.S. Facility (March 31, 2021 and December 31, 2020 – US$1,552,815)
|
| | | | 1,950,646 | | | | | | 1,975,957 | | |
Senior Notes (US$550,000)
|
| | | | 690,910 | | | | | | 699,875 | | |
4.875% Senior Secured Notes (US$400,000)
|
| | | | 502,480 | | | | | | 509,000 | | |
| | | | | 3,144,036 | | | | | | 3,184,832 | | |
Add: deferred financing costs, prepayment options and loss on repayment
|
| | | | 2,348 | | | | | | 2,320 | | |
| | | | | 3,146,384 | | | | | | 3,187,152 | | |
Less: current indebtedness
|
| | | | — | | | | | | — | | |
Long-term indebtedness
|
| | | $ | 3,146,384 | | | | | $ | 3,187,152 | | |
| | |
Number of
shares |
| |
Stated value
|
| ||||||
Common Shares
|
| | | | 74,252,460 | | | | | $ | 26,580 | | |
Voting Participating Preferred Shares
|
| | | | 7,034,444 | | | | | | 48,246 | | |
Non-Voting Participating Preferred Shares
|
| | | | 38,508,117 | | | | | | 80,862 | | |
Director Voting Preferred Shares
|
| | | | 1,000 | | | | | | 10 | | |
Share capital
|
| | | | | | | | | $ | 155,698 | | |
| | |
Carrying
amount |
| |
Contractual
cash flows (undiscounted) |
| |
Remaining
2021 |
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
Thereafter
|
| ||||||||||||||||||||||||
Trade and other
payables |
| | | $ | 46,733 | | | | | $ | 46,733 | | | | | $ | 46,733 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Customer and other deposits
|
| | | | 1,765 | | | | | | 1,765 | | | | | | 1,347 | | | | | | 17 | | | | | | 81 | | | | | | 96 | | | | | | 82 | | | | | | 142 | | |
Satellite performance incentive payments
|
| | | | 35,756 | | | | | | 44,390 | | | | | | 6,897 | | | | | | 8,253 | | | | | | 7,421 | | | | | | 5,843 | | | | | | 3,093 | | | | | | 12,883 | | |
Other financial liabilities
|
| | | | 3,034 | | | | | | 3,034 | | | | | | 3,034 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Interest rate swaps
|
| | | | 14,293 | | | | | | 14,576 | | | | | | 9,027 | | | | | | 5,549 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Indebtedness(1) | | | | | 3,172,909 | | | | | | 3,942,525 | | | | | | 112,447 | | | | | | 126,911 | | | | | | 126,911 | | | | | | 127,001 | | | | | | 125,968 | | | | | | 3,323,287 | | |
| | | | $ | 3,274,490 | | | | | $ | 4,053,023 | | | | | $ | 179,485 | | | | | $ | 140,730 | | | | | $ | 134,413 | | | | | $ | 132,940 | | | | | $ | 129,143 | | | | | $ | 3,336,312 | | |
| | |
Interest
payable |
| |
Interest payments
|
| ||||||
Satellite performance incentive payments
|
| | | $ | 344 | | | | | $ | 8,841 | | |
Indebtedness
|
| | | $ | 28,873 | | | | | $ | 798,489 | | |
As at March 31, 2021
|
| |
FVTPL
|
| |
Amortized
cost |
| |
Total
|
| |
Fair value
|
| |
Fair value
hierarchy |
| ||||||||||||
Cash and cash equivalents
|
| | | $ | — | | | | | $ | 883,091 | | | | | $ | 883,091 | | | | | $ | 883,091 | | | |
Level 1
|
|
Trade and other receivables
|
| | | | — | | | | | | 43,593 | | | | | | 43,593 | | | | | | 43,593 | | | |
(3)
|
|
Other current financial assets
|
| | | | — | | | | | | 438 | | | | | | 438 | | | | | | 438 | | | |
Level 1
|
|
Other long-term financial assets(1)
|
| | | | 1,652 | | | | | | 17,641 | | | | | | 19,293 | | | | | | 19,293 | | | |
Level 1,
Level 2 |
|
Trade and other payables
|
| | | | — | | | | | | (46,733) | | | | | | (46,733) | | | | | | (46,733) | | | |
(3)
|
|
Other current financial liabilities
|
| | | | (10,723) | | | | | | (41,567) | | | | | | (52,290) | | | | | | (54,184) | | | |
Level 2
|
|
Other long-term financial
liabilities |
| | | | (3,570) | | | | | | (27,860) | | | | | | (31,430) | | | | | | (31,989) | | | |
Level 2
|
|
Indebtedness(2) | | | | | — | | | | | | (3,144,036) | | | | | | (3,144,036) | | | | | | (3,065,373) | | | |
Level 2
|
|
| | | | $ | (12,641) | | | | | $ | (2,315,433) | | | | | $ | (2,328,074) | | | | | $ | (2,251,864) | | | | | |
As at December 31, 2020
|
| |
FVTPL
|
| |
Amortized
cost |
| |
Total
|
| |
Fair value
|
| |
Fair
value hierarchy |
| ||||||||||||
Cash and cash equivalents
|
| | | $ | — | | | | | $ | 818,378 | | | | | $ | 818,378 | | | | | $ | 818,378 | | | |
Level 1
|
|
Trade and other receivables
|
| | | | — | | | | | | 51,928 | | | | | | 51,928 | | | | | | 51,928 | | | |
(3)
|
|
Other current financial assets
|
| | | | — | | | | | | 448 | | | | | | 448 | | | | | | 448 | | | |
Level 1
|
|
Other long-term financial assets(1)
|
| | | | 30,266 | | | | | | 23,159 | | | | | | 53,425 | | | | | | 53,425 | | | |
Level 1,
Level 2 |
|
Trade and other payables
|
| | | | — | | | | | | (30,091) | | | | | | (30,091) | | | | | | (30,091) | | | |
(3)
|
|
Other current financial liabilities
|
| | | | (12,581) | | | | | | (23,299) | | | | | | (35,880) | | | | | | (37,921) | | | |
Level 2
|
|
Other long-term financial liabilities
|
| | | | (5,448) | | | | | | (30,051) | | | | | | (35,499) | | | | | | (36,357) | | | |
Level 2
|
|
Indebtedness(2) | | | | | — | | | | | | (3,184,832) | | | | | | (3,184,832) | | | | | | (3,214,543) | | | |
Level 2
|
|
| | | | $ | 12,237 | | | | | $ | (2,374,360) | | | | | $ | (2,362,123) | | | | | $ | (2,394,733) | | | | | |
As at,
|
| |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Term Loan B – U.S. Facility – Senior Secured Credit Facilities
|
| | | | 95.75% | | | | | | 98.88% | | |
Senior Notes
|
| | | | 100.33% | | | | | | 104.76% | | |
4.875% Senior Secured Notes
|
| | | | 100.39% | | | | | | 103.64% | | |
As at March 31, 2021
|
| |
Other
long-term financial assets |
| |
Other
current financial liabilities |
| |
Other
long-term financial liabilities |
| |
Total
|
| ||||||||||||
Interest rate swaps
|
| | | $ | — | | | | | $ | (10,723) | | | | | $ | (3,570) | | | | | $ | (14,293) | | |
Prepayment options
|
| | | | 1,652 | | | | | | — | | | | | | — | | | | | | 1,652 | | |
| | | | $ | 1,652 | | | | | $ | (10,723) | | | | | $ | (3,570) | | | | | $ | (12,641) | | |
As at December 31, 2020
|
| |
Other
long-term financial assets |
| |
Other
current financial liabilities |
| |
Other
long-term financial liabilities |
| |
Total
|
| ||||||||||||
Interest rate swaps
|
| | | $ | — | | | | | $ | (12,581) | | | | | $ | (5,448) | | | | | $ | (18,029) | | |
Prepayment options
|
| | | | 30,266 | | | | | | — | | | | | | — | | | | | | 30,266 | | |
| | | | $ | 30,266 | | | | | $ | (12,581) | | | | | $ | (5,448) | | | | | $ | 12,237 | | |
|
Fair value, December 31, 2020 and January 1, 2021
|
| | | $ | 12,237 | | |
| Unrealized gains (losses) on derivatives | | | | | | | |
|
Prepayment options
|
| | | | (28,678) | | |
|
Interest rate swaps
|
| | | | 3,554 | | |
|
Impact of foreign exchange
|
| | | | 246 | | |
|
Fair value, March 31, 2021
|
| | | $ | (12,641) | | |
| | |
2021
|
| |
2020
|
| ||||||||||||||||||
Three months ended March 31,
|
| |
Pension
|
| |
Other
|
| |
Pension
|
| |
Other
|
| ||||||||||||
Operating expenses
|
| | | $ | 1,973 | | | | | $ | 41 | | | | | $ | 1,797 | | | | | $ | 36 | | |
Interest expense
|
| | | $ | 186 | | | | | $ | 138 | | | | | $ | 106 | | | | | $ | 155 | | |
As at,
|
| |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||
Pension benefits
|
| | | $ | 22,854 | | | | | $ | 22,070 | | |
Other post-employment benefits
|
| | | | 25,826 | | | | | | 25,914 | | |
Accrued benefit liabilities
|
| | | $ | 48,680 | | | | | $ | 47,984 | | |
As at March 31,
|
| |
2021
|
| |
2020
|
| ||||||
Cash
|
| | | $ | 818,394 | | | | | $ | 643,943 | | |
Short-term investments(1)
|
| | | | 64,697 | | | | | | 560,727 | | |
Cash and cash equivalents
|
| | | $ | 883,091 | | | | | $ | 1,204,670 | | |
Three months ended March 31,
|
| |
2021
|
| |
2020
|
| ||||||
Income taxes paid
|
| | | $ | (30,681) | | | | | $ | (11,305) | | |
Income taxes received
|
| | | | 46 | | | | | | 399 | | |
| | | | $ | (30,635) | | | | | $ | (10,906) | | |
Three months ended March 31,
|
| |
2021
|
| |
2020
|
| ||||||
Interest paid
|
| | | $ | (19,026) | | | | | $ | (38,281) | | |
Interest received
|
| | | | 573 | | | | | | 4,522 | | |
| | | | $ | (18,453) | | | | | $ | (33,759) | | |
| | |
Indebtedness
|
| |
Satellite
performance incentive payments |
| |
Lease
liabilities |
| |||||||||
Balance as at January 1, 2021
|
| | | $ | 3,187,152 | | | | | $ | 37,574 | | | | | $ | 29,051 | | |
Cash outflows
|
| | | | — | | | | | | (1,733) | | | | | | (605) | | |
Amortization of deferred financing costs, prepayment options and loss on repayment
|
| | | | 28 | | | | | | — | | | | | | — | | |
Non-cash additions/adjustments
|
| | | | — | | | | | | — | | | | | | 6,083 | | |
Interest paid
|
| | | | — | | | | | | — | | | | | | (348) | | |
Interest accrued
|
| | | | — | | | | | | — | | | | | | 348 | | |
Other
|
| | | | — | | | | | | 25 | | | | | | 14 | | |
Impact of foreign exchange
|
| | | | (40,796) | | | | | | (454) | | | | | | (86) | | |
Balance as at March 31, 2021
|
| | | $ | 3,146,384 | | | | | $ | 35,412 | | | | | $ | 34,457 | | |
| | |
Indebtedness
|
| |
Satellite
performance incentive payments |
| |
Lease
liabilities |
| |||||||||
Balance as at January 1, 2020
|
| | | $ | 3,712,799 | | | | | $ | 46,951 | | | | | $ | 28,582 | | |
Cash outflows
|
| | | | (6,397) | | | | | | (1,765) | | | | | | (346) | | |
Amortization of deferred financing costs and prepayment options
|
| | | | 97 | | | | | | — | | | | | | — | | |
Non-cash additions
|
| | | | — | | | | | | — | | | | | | 1,631 | | |
Interest paid
|
| | | | — | | | | | | — | | | | | | (440) | | |
Interest accrued
|
| | | | — | | | | | | — | | | | | | 327 | | |
Other
|
| | | | — | | | | | | 57 | | | | | | (13) | | |
Impact of foreign exchange
|
| | | | 306,119 | | | | | | 3,774 | | | | | | 431 | | |
Balance as at March 31, 2020
|
| | | $ | 4,012,618 | | | | | $ | 49,017 | | | | | $ | 30,172 | | |
Three months ended March 31,
|
| |
2021
|
| |
2020
|
| ||||||
Trade and other receivables
|
| | | $ | 18,164 | | | | | $ | (4,340) | | |
Financial assets
|
| | | | 452 | | | | | | (265) | | |
Other assets
|
| | | | (3,301) | | | | | | 2,845 | | |
Trade and other payables
|
| | | | 531 | | | | | | 1,742 | | |
Financial liabilities
|
| | | | 1,031 | | | | | | (93) | | |
Other liabilities
|
| | | | (87) | | | | | | 2,635 | | |
| | | | $ | 16,790 | | | | | $ | 2,524 | | |
Three months ended March 31,
|
| |
2021
|
| |
2020
|
| ||||||
Satellites, property and other equipment
|
| | | $ | 23,101 | | | | | $ | 6,021 | | |
| | |
Remaining
2021 |
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
Thereafter
|
| |
Total
|
| |||||||||||||||||||||
Property leases
|
| | | $ | 955 | | | | | $ | 1,168 | | | | | $ | 1,153 | | | | | $ | 1,139 | | | | | $ | 1,058 | | | | | $ | 13,658 | | | | | $ | 19,131 | | |
Capital commitments
|
| | | | 116,788 | | | | | | 34,608 | | | | | | 73,237 | | | | | | 12,436 | | | | | | — | | | | | | — | | | | | | 237,069 | | |
Other operating commitments
|
| | | | 30,970 | | | | | | 6,649 | | | | | | 5,496 | | | | | | 4,552 | | | | | | 3,967 | | | | | | 11,291 | | | | | | 62,925 | | |
| | | | $ | 148,713 | | | | | $ | 42,425 | | | | | $ | 79,886 | | | | | $ | 18,127 | | | | | $ | 5,025 | | | | | $ | 24,949 | | | | | $ | 319,125 | | |
| | |
Sales of goods and
services |
| |
Purchase of goods and
services |
| ||||||||||||||||||
Three months ended March 31,
|
| |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
Revenue
|
| | | $ | 32 | | | | | $ | 34 | | | | | $ | — | | | | | $ | — | | |
Operating expenses
|
| | | $ | — | | | | | $ | — | | | | | $ | 1,593 | | | | | $ | 1,651 | | |
| | |
Amounts owed by
related parties |
| |
Amounts owed to
related parties |
| ||||||||||||||||||
As at,
|
| |
March 31,
2021 |
| |
December 31, 2020
|
| |
March 31,
2021 |
| |
December 31,
2020 |
| ||||||||||||
Current receivables/payables
|
| | | $ | 14 | | | | | $ | — | | | | | $ | — | | | | | $ | 105 | | |
| | | | | 326 | | | |
| | | | | 328 | | | |
| | | | | 329 | | | |
| | | | | 330 | | | |
| | | | | 331 | | | |
| | | | | 332 | | | |
| | | | | 333 | | |
(in thousands of Canadian dollars)
|
| |
Notes
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Revenue
|
| |
5
|
| | | $ | 820,468 | | | | | $ | 910,893 | | | | | $ | 902,932 | | |
Operating expenses
|
| |
6
|
| | | | (180,874) | | | | | | (165,499) | | | | | | (185,827) | | |
Depreciation
|
| | | | | | | (216,885) | | | | | | (242,966) | | | | | | (224,851) | | |
Amortization
|
| | | | | | | (17,195) | | | | | | (23,277) | | | | | | (24,305) | | |
Other operating (losses) gains, net
|
| |
7
|
| | | | (215) | | | | | | (862) | | | | | | 743 | | |
Operating income
|
| | | | | | | 405,299 | | | | | | 478,289 | | | | | | 468,692 | | |
Interest expense
|
| |
8
|
| | | | (203,760) | | | | | | (258,261) | | | | | | (237,786) | | |
Loss on refinancing
|
| |
23
|
| | | | — | | | | | | (151,919) | | | | | | — | | |
Interest and other income
|
| | | | | | | 5,196 | | | | | | 20,043 | | | | | | 16,498 | | |
Loss on changes in fair value of financial instruments
|
| | | | | | | (13,115) | | | | | | (49,672) | | | | | | (18,205) | | |
Gain (loss) on foreign exchange
|
| | | | | | | 47,605 | | | | | | 163,840 | | | | | | (259,079) | | |
Income (loss) before tax
|
| | | | | | | 241,225 | | | | | | 202,320 | | | | | | (29,880) | | |
Tax recovery (expense)
|
| |
9
|
| | | | 4,353 | | | | | | (15,122) | | | | | | (61,056) | | |
Net income (loss)
|
| | | | | | $ | 245,578 | | | | | $ | 187,198 | | | | | $ | (90,936) | | |
(in thousands of Canadian dollars)
|
| |
Notes
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Net income (loss)
|
| | | | | | $ | 245,578 | | | | | $ | 187,198 | | | | | $ | (90,936) | | |
Other comprehensive (loss) income | | | | | | | | | | | | | | | | | | | | | | |
Items that may be reclassified into profit or loss
|
| | | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments
|
| | | | | | | (32,422) | | | | | | (50,465) | | | | | | 44,459 | | |
Items that will not be reclassified into profit or loss
|
| | | | | | | | | | | | | | | | | | | | | |
Actuarial (losses) gains on employee benefit plans
|
| |
29
|
| | | | (13,693) | | | | | | 1,134 | | | | | | 7,755 | | |
Tax recovery (expense)
|
| | | | | | | 3,584 | | | | | | (403) | | | | | | (2,031) | | |
Other comprehensive (loss) income
|
| | | | | | | (42,531) | | | | | | (49,734) | | | | | | 50,183 | | |
Total comprehensive income (loss)
|
| | | | | | $ | 203,047 | | | | | $ | 137,464 | | | | | $ | (40,753) | | |
(in thousands of Canadian dollars)
|
| |
Notes
|
| |
Common
shares |
| |
Preferred
shares |
| |
Total
share capital |
| |
Accumulated
earnings |
| |
Equity-
settled employee benefits reserve |
| |
Foreign
currency translation reserve |
| |
Total
reserves |
| |
Total
shareholders’ equity |
| ||||||||||||||||||||||||
Balance as at January 1, 2018
|
| | | | | | $ | 26,580 | | | | | $ | 126,102 | | | | | | 152,682 | | | | | $ | 968,408 | | | | | $ | 31,549 | | | | | $ | (9,818) | | | | | | 21,731 | | | | | | 1,142,821 | | |
Net loss
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | (90,936) | | | | | | — | | | | | | — | | | | | | — | | | | | | (90,936) | | |
Issuance of share capital on exercise of stock appreciation rights
|
| |
24
|
| | | | — | | | | | | 1,024 | | | | | | 1,024 | | | | | | (1,079) | | | | | | (339) | | | | | | — | | | | | | (339) | | | | | | (394) | | |
Cumulative effect adjustment
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | (38,516) | | | | | | — | | | | | | 322 | | | | | | 322 | | | | | | (38,194) | | |
Other comprehensive income, net of tax expense of $2,031
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,724 | | | | | | — | | | | | | 44,459 | | | | | | 44,459 | | | | | | 50,183 | | |
Share-based compensation
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 29,505 | | | | | | — | | | | | | 29,505 | | | | | | 29,505 | | |
Balance as at December 31, 2018
|
| | | | | | $ | 26,580 | | | | | $ | 127,126 | | | | | $ | 153,706 | | | | | $ | 843,601 | | | | | $ | 60,715 | | | | | $ | 34,963 | | | | | $ | 95,678 | | | | | $ | 1,092,985 | | |
Balance as at January 1, 2019
|
| | | | | | $ | 26,580 | | | | | $ | 127,126 | | | | | $ | 153,706 | | | | | $ | 843,601 | | | | | $ | 60,715 | | | | | $ | 34,963 | | | | | $ | 95,678 | | | | | $ | 1,092,985 | | |
Net income
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | 187,198 | | | | | | — | | | | | | — | | | | | | — | | | | | | 187,198 | | |
Dividends declared on Director Voting Preferred shares
|
| |
24
|
| | | | — | | | | | | — | | | | | | — | | | | | | (20) | | | | | | — | | | | | | — | | | | | | — | | | | | | (20) | | |
Issuance of share capital on exercise of stock appreciation rights
|
| |
24
|
| | | | — | | | | | | 385 | | | | | | 385 | | | | | | (455) | | | | | | (144) | | | | | | — | | | | | | (144) | | | | | | (214) | | |
Issuance of share capital on settlement of restricted share units
|
| |
24
|
| | | | — | | | | | | 804 | | | | | | 804 | | | | | | — | | | | | | (1,729) | | | | | | — | | | | | | (1,729) | | | | | | (925) | | |
Other comprehensive income (loss), net of tax expense of $403
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | 731 | | | | | | — | | | | | | (50,465) | | | | | | (50,465) | | | | | | (49,734) | | |
Share-based compensation
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,035 | | | | | | — | | | | | | 16,035 | | | | | | 16,035 | | |
Balance as at December 31, 2019
|
| | | | | | $ | 26,580 | | | | | $ | 128,315 | | | | | $ | 154,895 | | | | | $ | 1,031,055 | | | | | $ | 74,877 | | | | | $ | (15,502) | | | | | $ | 59,375 | | | | | $ | 1,245,325 | | |
Balance as at January 1, 2020
|
| | | | | | $ | 26,580 | | | | | $ | 128,315 | | | | | $ | 154,895 | | | | | $ | 1,031,055 | | | | | $ | 74,877 | | | | | $ | (15,502) | | | | | $ | 59,375 | | | | | $ | 1,245,325 | | |
Net income
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | 245,578 | | | | | | — | | | | | | — | | | | | | — | | | | | | 245,578 | | |
Dividends declared on Director Voting Preferred shares
|
| |
24
|
| | | | — | | | | | | — | | | | | | — | | | | | | (10) | | | | | | — | | | | | | — | | | | | | — | | | | | | (10) | | |
Issuance of share capital on settlement of restricted share units
|
| |
24
|
| | | | — | | | | | | 803 | | | | | | 803 | | | | | | — | | | | | | (1,729) | | | | | | — | | | | | | (1,729) | | | | | | (926) | | |
Other comprehensive loss, net of tax recovery of $3,584
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | (10,109) | | | | | | — | | | | | | (32,422) | | | | | | (32,422) | | | | | | (42,531) | | |
Share-based compensation
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,500 | | | | | | — | | | | | | 12,500 | | | | | | 12,500 | | |
Balance as at December 31, 2020
|
| | | | | | $ | 26,580 | | | | | $ | 129,118 | | | | | $ | 155,698 | | | | | $ | 1,266,514 | | | | | $ | 85,648 | | | | | $ | (47,924) | | | | | $ | 37,724 | | | | | $ | 1,459,936 | | |
(in thousands of Canadian dollars)
|
| |
Notes
|
| |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Assets | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| |
30
|
| | | $ | 818,378 | | | | | $ | 1,027,222 | | |
Trade and other receivables
|
| |
10
|
| | | | 51,928 | | | | | | 64,062 | | |
Other current financial assets
|
| |
11
|
| | | | 448 | | | | | | 210 | | |
Prepaid expenses and other current assets
|
| |
12
|
| | | | 22,861 | | | | | | 43,724 | | |
Total current assets
|
| | | | | | | 893,615 | | | | | | 1,135,218 | | |
Satellites, property and other equipment
|
| |
5, 15
|
| | | | 1,318,526 | | | | | | 1,458,933 | | |
Deferred tax assets
|
| |
9
|
| | | | 79,912 | | | | | | 12,412 | | |
Other long-term financial assets
|
| |
13
|
| | | | 53,425 | | | | | | 57,730 | | |
Other long-term assets
|
| |
5, 14
|
| | | | 9,922 | | | | | | 8,264 | | |
Intangible assets
|
| |
5, 16
|
| | | | 779,190 | | | | | | 802,791 | | |
Goodwill
|
| |
17
|
| | | | 2,446,603 | | | | | | 2,446,603 | | |
Total assets
|
| | | | | | $ | 5,581,193 | | | | | $ | 5,921,951 | | |
Liabilities | | | | | | | | | | | | | | | | |
Trade and other payables
|
| |
18
|
| | | $ | 30,091 | | | | | $ | 26,247 | | |
Other current financial liabilities
|
| |
19
|
| | | | 35,880 | | | | | | 38,281 | | |
Other current liabilities
|
| |
20
|
| | | | 96,155 | | | | | | 72,315 | | |
Current indebtedness
|
| |
23
|
| | | | — | | | | | | 24,408 | | |
Total current liabilities
|
| | | | | | | 162,126 | | | | | | 161,251 | | |
Long-term indebtedness
|
| |
23
|
| | | | 3,187,152 | | | | | | 3,688,391 | | |
Deferred tax liabilities
|
| |
9
|
| | | | 325,893 | | | | | | 348,762 | | |
Other long-term financial liabilities
|
| |
21
|
| | | | 35,499 | | | | | | 42,511 | | |
Other long-term liabilities
|
| |
22
|
| | | | 410,587 | | | | | | 435,711 | | |
Total liabilities
|
| | | | | | | 4,121,257 | | | | | | 4,676,626 | | |
Shareholders’ Equity | | | | | | | | | | | | | | | | |
Share capital
|
| |
24
|
| | | | 155,698 | | | | | | 154,895 | | |
Accumulated earnings
|
| | | | | | | 1,266,514 | | | | | | 1,031,055 | | |
Reserves
|
| | | | | | | 37,724 | | | | | | 59,375 | | |
Total shareholders’ equity
|
| | | | | | | 1,459,936 | | | | | | 1,245,325 | | |
Total liabilities and shareholders’ equity
|
| | | | | | $ | 5,581,193 | | | | | $ | 5,921,951 | | |
(in thousands of Canadian dollars)
|
| |
Notes
|
| |
2020
|
| |
2019
|
| |
2018
|
| | |||||||||||
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | | | | | | ||
Net income (loss)
|
| | | | | | $ | 245,578 | | | | | $ | 187,198 | | | | | $ | (90,936) | | | | ||
Adjustments to reconcile net income (loss) to cash flows from operating activities
|
| | | | | | | | | | | | | | | | | | | | | | | ||
Depreciation
|
| | | | | | | 216,885 | | | | | | 242,966 | | | | | | 224,851 | | | | ||
Amortization
|
| | | | | | | 17,195 | | | | | | 23,277 | | | | | | 24,305 | | | | ||
Tax (recovery) expense
|
| | | | | | | (4,353) | | | | | | 15,122 | | | | | | 61,056 | | | | ||
Interest expense
|
| | | | | | | 203,760 | | | | | | 258,261 | | | | | | 237,786 | | | | ||
Interest income
|
| | | | | | | (7,668) | | | | | | (20,268) | | | | | | (12,415) | | | | ||
(Gain) loss on foreign exchange
|
| | | | | | | (47,605) | | | | | | (163,840) | | | | | | 259,079 | | | | ||
Loss on changes in fair value of financial instruments
|
| | | | | | | 13,115 | | | | | | 49,672 | | | | | | 18,205 | | | | ||
Share-based compensation
|
| |
28
|
| | | | 12,500 | | | | | | 16,035 | | | | | | 29,505 | | | | ||
Loss on disposal of assets
|
| |
7
|
| | | | 215 | | | | | | 862 | | | | | | 353 | | | | ||
Loss on refinancing
|
| |
23
|
| | | | — | | | | | | 151,919 | | | | | | — | | | | ||
Other
|
| | | | | | | (58,784) | | | | | | (100,078) | | | | | | (91,580) | | | | ||
Income taxes paid, net of income taxes received
|
| |
30
|
| | | | (53,443) | | | | | | (95,455) | | | | | | (106,308) | | | | ||
Interest paid, net of capitalized interest and interest received
|
| |
30
|
| | | | (179,972) | | | | | | (176,112) | | | | | | (176,417) | | | | ||
Operating assets and liabilities
|
| |
30
|
| | | | 15,018 | | | | | | (13,942) | | | | | | 88,813 | | | | ||
Net cash from operating activities
|
| | | | | | | 372,441 | | | | | | 375,617 | | | | | | 466,297 | | | | ||
Cash flows used in investing activities
|
| | | | | | | | | | | | | | | | | | | | | | | ||
Satellite programs, including capitalized interest
|
| | | | | | | (75,902) | | | | | | (3,668) | | | | | | (67,387) | | | | ||
Purchase of property and other equipment
|
| | | | | | | (17,060) | | | | | | (8,345) | | | | | | (15,997) | | | | ||
Purchase of intangible assets
|
| | | | | | | (30) | | | | | | (27,597) | | | | | | (19,923) | | | | ||
Net cash used in investing activities
|
| | | | | | | (92,992) | | | | | | (39,610) | | | | | | (103,307) | | | | ||
Cash flows used in financing activities
|
| | | | | | | | | | | | | | | | | | | | | | | ||
Repayment of indebtedness
|
| |
30
|
| | | | (453,592) | | | | | | (3,743,465) | | | | | | (94,951) | | | | ||
Proceeds from indebtedness
|
| |
30
|
| | | | — | | | | | | 3,786,082 | | | | | | — | | | | ||
Payment of early redemption premium
|
| |
23
|
| | | | — | | | | | | (43,940) | | | | | | — | | | | ||
Payment of debt issue costs
|
| |
30
|
| | | | — | | | | | | (28,082) | | | | | | (10,190) | | | | ||
Payments of principal on lease liabilities
|
| |
30
|
| | | | (1,793) | | | | | | (1,252) | | | | | | (29) | | | | ||
Satellite performance incentive payments
|
| |
30
|
| | | | (9,031) | | | | | | (9,644) | | | | | | (9,037) | | | | ||
Government grant received
|
| | | | | | | 14,185 | | | | | | — | | | | | | — | | | | | |
Dividends paid on Director Voting preferred shares
|
| |
24
|
| | | | (10) | | | | | | (20) | | | | | | — | | | | ||
Net cash used in financing activities
|
| | | | | | | (450,241) | | | | | | (40,321) | | | | | | (114,207) | | | | | |
Effect of changes in exchange rates on cash and cash equivalents
|
| | | | | | | (38,052) | | | | | | (36,897) | | | | | | 40,605 | | | | | |
(Decrease) increase in cash and cash equivalents
|
| | | | | | | (208,844) | | | | | | 258,789 | | | | | | 289,388 | | | | ||
Cash and cash equivalents, beginning of year
|
| | | | | | | 1,027,222 | | | | | | 768,433 | | | | | | 479,045 | | | | | |
Cash and cash equivalents, end of year
|
| |
30
|
| | | $ | 818,378 | | | | | $ | 1,027,222 | | | | | $ | 768,433 | | | |
| | |
Years
|
|
Satellites
|
| |
12 to 15
|
|
Right-of-use assets
|
| |
2 to 27
|
|
Property and other equipment
|
| |
3 to 30
|
|
| | |
Years
|
|
Revenue backlog
|
| |
17
|
|
Customer relationships
|
| |
20 to 21
|
|
Customer contracts
|
| |
15
|
|
Concession rights
|
| |
5 to 15
|
|
Transponder rights
|
| |
16
|
|
Patents
|
| |
18
|
|
Years ended December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Broadcast
|
| | | $ | 411,407 | | | | | $ | 444,478 | | | | | $ | 455,125 | | |
Enterprise
|
| | | | 389,696 | | | | | | 444,732 | | | | | | 428,226 | | |
Consulting and other
|
| | | | 19,365 | | | | | | 21,683 | | | | | | 19,581 | | |
Revenue
|
| | | $ | 820,468 | | | | | $ | 910,893 | | | | | $ | 902,932 | | |
Years ended December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Broadcast
|
| | | $ | 1,300 | | | | | $ | 233 | | | | | $ | 315 | | |
Enterprise
|
| | | | 13,693 | | | | | | 8,323 | | | | | | 23,639 | | |
Total equipment sales
|
| | | $ | 14,993 | | | | | $ | 8,556 | | | | | $ | 23,954 | | |
Years ended December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Canada
|
| | | $ | 362,939 | | | | | $ | 395,235 | | | | | $ | 417,692 | | |
United States
|
| | | | 307,433 | | | | | | 329,634 | | | | | | 318,779 | | |
Europe, Middle East & Africa
|
| | | | 44,710 | | | | | | 50,911 | | | | | | 61,317 | | |
Latin America & Caribbean
|
| | | | 64,024 | | | | | | 73,120 | | | | | | 75,011 | | |
Asia & Australia
|
| | | | 41,362 | | | | | | 61,993 | | | | | | 30,133 | | |
Revenue
|
| | | $ | 820,468 | | | | | $ | 910,893 | | | | | $ | 902,932 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Canada
|
| | | $ | 624,303 | | | | | $ | 682,518 | | |
Europe, Middle East & Africa
|
| | | | 619,959 | | | | | | 685,562 | | |
United States
|
| | | | 71,659 | | | | | | 88,360 | | |
All others
|
| | | | 2,605 | | | | | | 2,493 | | |
Satellites, property and other equipment
|
| | | $ | 1,318,526 | | | | | $ | 1,458,933 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Canada
|
| | | $ | 718,880 | | | | | $ | 733,880 | | |
United States
|
| | | | 38,448 | | | | | | 39,395 | | |
Latin America & Caribbean
|
| | | | 15,114 | | | | | | 21,908 | | |
All others
|
| | | | 6,748 | | | | | | 7,608 | | |
Intangible assets
|
| | | $ | 779,190 | | | | | $ | 802,791 | | |
As at December 31
|
| |
2020
|
| |
2019
|
| ||||||
Canada
|
| | | $ | 9,470 | | | | | $ | 7,624 | | |
Europe, Middle East & Africa
|
| | | | 452 | | | | | | 640 | | |
Other long-term assets
|
| | | $ | 9,922 | | | | | $ | 8,264 | | |
Years ended December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Compensation and employee benefits(a)
|
| | | $ | 89,882 | | | | | $ | 87,943 | | | | | $ | 98,350 | | |
Other operating expenses(b)
|
| | | | 57,622 | | | | | | 40,332 | | | | | | 45,596 | | |
Cost of sales(c)
|
| | | | 33,370 | | | | | | 37,224 | | | | | | 41,881 | | |
Operating expenses
|
| | | $ | 180,874 | | | | | $ | 165,499 | | | | | $ | 185,827 | | |
Years ended December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Loss on disposal of assets
|
| | | $ | (215) | | | | | $ | (862) | | | | | $ | (353) | | |
Other
|
| | | | — | | | | | | — | | | | | | 1,096 | | |
Other operating (losses) gains, net
|
| | | $ | (215) | | | | | $ | (862) | | | | | $ | 743 | | |
Years ended December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Interest on indebtedness
|
| | | $ | 164,253 | | | | | $ | 239,805 | | | | | $ | 231,015 | | |
Interest on derivative instruments
|
| | | | 11,625 | | | | | | (13,191) | | | | | | (7,105) | | |
Interest on satellite performance incentive payments
|
| | | | 2,930 | | | | | | 3,536 | | | | | | 4,134 | | |
Interest on significant financing component
|
| | | | 22,434 | | | | | | 25,484 | | | | | | 27,374 | | |
Interest on employee benefit plans (Note 29)
|
| | | | 1,169 | | | | | | 1,339 | | | | | | 1,488 | | |
Interest on leases
|
| | | | 1,349 | | | | | | 1,288 | | | | | | — | | |
Capitalized interest (Note 15)
|
| | | | — | | | | | | — | | | | | | (19,120) | | |
Interest expense
|
| | | $ | 203,760 | | | | | $ | 258,261 | | | | | $ | 237,786 | | |
Years ended December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Current tax expense
|
| | | $ | 77,138 | | | | | $ | 71,202 | | | | | $ | 98,841 | | |
Deferred tax recovery
|
| | | | (81,491) | | | | | | (56,080) | | | | | | (37,785) | | |
Tax (recovery) expense
|
| | | $ | (4,353) | | | | | $ | 15,122 | | | | | $ | 61,056 | | |
Year ended December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Income (loss) before tax
|
| | | $ | 241,225 | | | | | $ | 202,320 | | | | | $ | (29,880) | | |
Multiplied by the statutory income tax rates
|
| | | | 26.46% | | | | | | 26.56% | | | | | | 26.59% | | |
| | | | | 63,828 | | | | | | 53,736 | | | | | | (7,945) | | |
Income tax recorded at rates different from the Canadian tax rate
|
| | | | (22,875) | | | | | | (13,017) | | | | | | (10,823) | | |
Permanent differences
|
| | | | 1,548 | | | | | | (6,760) | | | | | | 50,458 | | |
Effect on deferred tax balances due to changes in income tax rates
|
| | | | (885) | | | | | | (2,829) | | | | | | (427) | | |
Effect of temporary differences not recognized as deferred tax assets
|
| | | | (43,941) | | | | | | (16,681) | | | | | | 35,416 | | |
Previously unrecognized tax losses and credits
|
| | | | — | | | | | | — | | | | | | (6,110) | | |
Change in estimates related to prior period(1)
|
| | | | (1,467) | | | | | | (311) | | | | | | — | | |
Other(1) | | | | | (561) | | | | | | 984 | | | | | | 487 | | |
Tax (recovery) expense
|
| | | $ | (4,353) | | | | | $ | 15,122 | | | | | $ | 61,056 | | |
Effective income tax rate
|
| | | | (1.80)% | | | | | | 7.47% | | | | | | (204.34)% | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Deferred tax assets | | | | | | | | | | | | | |
Foreign tax credits
|
| | | $ | 6,558 | | | | | $ | 5,710 | | |
Corporate interest restriction
|
| | | | — | | | | | | 11,393 | | |
Financing charges
|
| | | | 12,004 | | | | | | 17,152 | | |
Deferred revenue
|
| | | | 11,127 | | | | | | 13,071 | | |
Loss carry forwards
|
| | | | 29,715 | | | | | | 29,351 | | |
Employee benefits
|
| | | | 12,438 | | | | | | 8,282 | | |
Reserves
|
| | | | 1,222 | | | | | | — | | |
Other
|
| | | | 2,531 | | | | | | 2,209 | | |
Total deferred tax assets
|
| | | $ | 75,595 | | | | | $ | 87,168 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Deferred tax liabilities | | | | | | | | | | | | | |
Capital assets
|
| | | $ | (149,214) | | | | | $ | (178,317) | | |
Intangible assets
|
| | | | (158,957) | | | | | | (237,269) | | |
Unrealized foreign exchange gains
|
| | | | (13,405) | | | | | | (7,932) | | |
Total deferred tax liabilities
|
| | | $ | (321,576) | | | | | $ | (423,518) | | |
Deferred tax liabilities, net
|
| | | $ | (245,981) | | | | | $ | (336,350) | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Trade receivables
|
| | | $ | 47,368 | | | | | $ | 53,893 | | |
Less: Allowance for doubtful accounts
|
| | | | (7,257) | | | | | | (1,779) | | |
Net trade receivables
|
| | | | 40,111 | | | | | | 52,114 | | |
Other receivables
|
| | | | 11,817 | | | | | | 11,948 | | |
Trade and other receivables
|
| | | $ | 51,928 | | | | | $ | 64,062 | | |
Years ended December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Allowance for doubtful accounts, beginning of year
|
| | | $ | 1,779 | | | | | $ | 5,136 | | |
Provisions for impaired receivables
|
| | | | 6,069 | | | | | | 604 | | |
Receivables written off
|
| | | | (146) | | | | | | (4,899) | | |
Impact of foreign exchange
|
| | | | (445) | | | | | | 938 | | |
Allowance for doubtful accounts, end of year
|
| | | $ | 7,257 | | | | | $ | 1,779 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Security deposits
|
| | | $ | 448 | | | | | $ | 210 | | |
Other current financial assets
|
| | | $ | 448 | | | | | $ | 210 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Prepaid expenses
|
| | | $ | 5,942 | | | | | $ | 12,896 | | |
Income tax recoverable
|
| | | | 3,116 | | | | | | 26,730 | | |
Inventory(a) | | | | | 5,224 | | | | | | 3,556 | | |
Deferred charges(b)
|
| | | | 278 | | | | | | 307 | | |
Other
|
| | | | 8,301 | | | | | | 235 | | |
Prepaid expenses and other current assets
|
| | | $ | 22,861 | | | | | $ | 43,724 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Long-term receivables
|
| | | $ | 17,298 | | | | | $ | 18,932 | | |
Security deposits
|
| | | | 5,861 | | | | | | 5,977 | | |
Derivative assets (Note 27)
|
| | | | 30,266 | | | | | | 32,821 | | |
Other long-term financial assets
|
| | | $ | 53,425 | | | | | $ | 57,730 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Prepaid expenses
|
| | | $ | 452 | | | | | $ | 640 | | |
Deferred charges (Note 12)
|
| | | | 775 | | | | | | 1,039 | | |
Income tax recoverable
|
| | | | 8,418 | | | | | | 6,283 | | |
Other
|
| | | | 277 | | | | | | 302 | | |
Other long-term assets
|
| | | $ | 9,922 | | | | | $ | 8,264 | | |
| | |
Satellites
|
| |
Property
and other equipment |
| |
Right-of-use
assets(1) |
| |
Assets under
construction |
| |
Total
|
| |||||||||||||||
Cost as at January 1, 2019
|
| | | $ | 3,669,570 | | | | | $ | 255,055 | | | | | $ | — | | | | | $ | 11,137 | | | | | $ | 3,935,762 | | |
Cumulative effect adjustment(3)
|
| | | | — | | | | | | (474) | | | | | | 26,732 | | | | | | — | | | | | | 26,258 | | |
Additions
|
| | | | — | | | | | | 797 | | | | | | 2,798 | | | | | | 7,843 | | | | | | 11,438 | | |
Disposals/retirements
|
| | | | (77,322) | | | | | | (7,306) | | | | | | (104) | | | | | | — | | | | | | (84,732) | | |
Reclassifications and transfers from assets under
construction |
| | | | — | | | | | | 7,652 | | | | | | — | | | | | | (7,652) | | | | | | — | | |
Impact of foreign exchange
|
| | | | (39,133) | | | | | | (1,486) | | | | | | (285) | | | | | | (153) | | | | | | (41,057) | | |
Cost as at December 31, 2019
|
| | | | 3,553,115 | | | | | | 254,238 | | | | | | 29,141 | | | | | | 11,175 | | | | | | 3,847,669 | | |
Additions(2) | | | | | — | | | | | | 1,635 | | | | | | 6,813 | | | | | | 87,444 | | | | | | 95,892 | | |
Disposals/retirements
|
| | | | (93,755) | | | | | | (3,285) | | | | | | — | | | | | | — | | | | | | (97,040) | | |
Reclassifications and transfers from assets under
construction |
| | | | — | | | | | | 4,463 | | | | | | — | | | | | | (4,463) | | | | | | — | | |
Impact of foreign exchange
|
| | | | (16,028) | | | | | | (1,259) | | | | | | (438) | | | | | | (4,402) | | | | | | (22,127) | | |
Cost as at December 31, 2020
|
| | | $ | 3,443,332 | | | | | $ | 255,792 | | | | | $ | 35,516 | | | | | $ | 89,754 | | | | | $ | 3,824,394 | | |
Accumulated depreciation and impairment as at January 1, 2019
|
| | | $ | (2,072,796) | | | | | $ | (159,927) | | | | | $ | — | | | | | $ | — | | | | | $ | (2,232,723) | | |
Cumulative effect adjustment(3)
|
| | | | — | | | | | | 92 | | | | | | — | | | | | | — | | | | | | 92 | | |
Depreciation
|
| | | | (225,675) | | | | | | (14,890) | | | | | | (2,401) | | | | | | — | | | | | | (242,966) | | |
Disposals/retirements
|
| | | | 77,322 | | | | | | 6,379 | | | | | | — | | | | | | — | | | | | | 83,701 | | |
Impact of foreign exchange
|
| | | | 2,328 | | | | | | 798 | | | | | | 34 | | | | | | — | | | | | | 3,160 | | |
Accumulated depreciation and impairment as at December 31, 2019
|
| | | | (2,218,821) | | | | | | (167,548) | | | | | | (2,367) | | | | | | — | | | | | | (2,388,736) | | |
Depreciation
|
| | | | (200,041) | | | | | | (13,644) | | | | | | (3,200) | | | | | | — | | | | | | (216,885) | | |
Disposals/retirements
|
| | | | 93,755 | | | | | | 3,007 | | | | | | — | | | | | | — | | | | | | 96,762 | | |
Impact of foreign exchange
|
| | | | 2,178 | | | | | | 705 | | | | | | 108 | | | | | | — | | | | | | 2,991 | | |
Accumulated depreciation and impairment as at December 31, 2020
|
| | | $ | (2,322,929) | | | | | $ | (177,480) | | | | | $ | (5,459) | | | | | $ | — | | | | | $ | (2,505,868) | | |
Net carrying values | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at December 31, 2019
|
| | | $ | 1,334,294 | | | | | $ | 86,690 | | | | | $ | 26,774 | | | | | $ | 11,175 | | | | | $ | 1,458,933 | | |
As at December 31, 2020
|
| | | $ | 1,120,403 | | | | | $ | 78,312 | | | | | $ | 30,057 | | | | | $ | 89,754 | | | | | $ | 1,318,526 | | |
| | |
Orbital
slots |
| |
Trade
name |
| |
Intellectual
property |
| |
Total
indefinite life intangible assets |
| ||||||||||||
Cost as at January 1, 2019
|
| | | $ | 609,995 | | | | | $ | 17,000 | | | | | $ | 47,049 | | | | | $ | 674,044 | | |
Additions(1) | | | | | — | | | | | | — | | | | | | 20,137 | | | | | | 20,137 | | |
Disposals/retirements
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Impact of foreign exchange
|
| | | | (1,974) | | | | | | — | | | | | | (1,364) | | | | | | (3,338) | | |
Cost as at December 31, 2019 and January 1, 2020
|
| | | | 608,021 | | | | | | 17,000 | | | | | | 65,822 | | | | | | 690,843 | | |
Additions
|
| | | | — | | | | | | — | | | | | | 5 | | | | | | 5 | | |
Disposals/retirements
|
| | | | — | | | | | | — | | | | | | (229) | | | | | | (229) | | |
Impact of foreign exchange
|
| | | | (808) | | | | | | — | | | | | | (757) | | | | | | (1,565) | | |
Cost as at December 31, 2020
|
| | | $ | 607,213 | | | | | $ | 17,000 | | | | | $ | 64,841 | | | | | $ | 689,054 | | |
Accumulated impairment as at January 1, 2019
|
| | | $ | (1,100) | | | | | $ | — | | | | | $ | — | | | | | $ | (1,100) | | |
Impairment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accumulated impairment as at December 31, 2019 and January 1, 2020
|
| | | | (1,100) | | | | | | — | | | | | | — | | | | | | (1,100) | | |
Impairment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accumulated impairment as at December 31, 2020
|
| | | $ | (1,100) | | | | | $ | — | | | | | $ | — | | | | | $ | (1,100) | | |
Net carrying values | | | | | | | | | | | | | | | | | | | | | | | | | |
As at December 31, 2019
|
| | | $ | 606,921 | | | | | $ | 17,000 | | | | | $ | 65,822 | | | | | $ | 689,743 | | |
As at December 31, 2020
|
| | | $ | 606,113 | | | | | $ | 17,000 | | | | | $ | 64,841 | | | | | $ | 687,954 | | |
| | |
Revenue
backlog |
| |
Customer
relationships |
| |
Customer
contracts |
| |
Transponder
rights |
| |
Concession
rights |
| |
Other
|
| |
Total
finite life intangible assets |
| |||||||||||||||||||||
Cost as at January 1, 2019
|
| | | $ | 235,955 | | | | | $ | 198,727 | | | | | $ | 23,142 | | | | | $ | 16,718 | | | | | $ | 32,874 | | | | | $ | 59 | | | | | $ | 507,475 | | |
Additions
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 162 | | | | | | — | | | | | | 162 | | |
Disposals/retirements
|
| | | | (11,051) | | | | | | — | | | | | | (10,284) | | | | | | — | | | | | | (290) | | | | | | — | | | | | | (21,625) | | |
Impact of foreign exchange
|
| | | | (1,240) | | | | | | (251) | | | | | | — | | | | | | — | | | | | | (2,598) | | | | | | — | | | | | | (4,089) | | |
Cost as at December 31, 2019 and January 1,
2020 |
| | | | 223,664 | | | | | | 198,476 | | | | | | 12,858 | | | | | | 16,718 | | | | | | 30,148 | | | | | | 59 | | | | | | 481,923 | | |
Additions
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24 | | | | | | — | | | | | | 24 | | |
Disposals/retirements
|
| | | | — | | | | | | (3,943) | | | | | | (240) | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,183) | | |
Impact of foreign exchange
|
| | | | — | | | | | | 12 | | | | | | — | | | | | | — | | | | | | (7,258) | | | | | | — | | | | | | (7,246) | | |
Cost as at December 31, 2020
|
| | | $ | 223,664 | | | | | $ | 194,545 | | | | | $ | 12,618 | | | | | $ | 16,718 | | | | | $ | 22,914 | | | | | $ | 59 | | | | | $ | 470,518 | | |
Accumulated amortization and impairment as at January 1, 2019
|
| | | $ | (207,770) | | | | | $ | (130,564) | | | | | $ | (12,116) | | | | | $ | (11,866) | | | | | $ | (6,912) | | | | | $ | (37) | | | | | $ | (369,265) | | |
Amortization
|
| | | | (7,291) | | | | | | (7,495) | | | | | | (5,119) | | | | | | (1,078) | | | | | | (2,291) | | | | | | (3) | | | | | | (23,277) | | |
Disposals/retirements
|
| | | | 11,051 | | | | | | — | | | | | | 10,284 | | | | | | — | | | | | | 234 | | | | | | — | | | | | | 21,569 | | |
Impact of foreign exchange
|
| | | | 1,227 | | | | | | 142 | | | | | | — | | | | | | — | | | | | | 729 | | | | | | — | | | | | | 2,098 | | |
Accumulated amortization and impairment as at December 31, 2019 and January 1, 2020
|
| | | | (202,783) | | | | | | (137,917) | | | | | | (6,951) | | | | | | (12,944) | | | | | | (8,240) | | | | | | (40) | | | | | | (368,875) | | |
Amortization
|
| | | | (6,198) | | | | | | (6,847) | | | | | | (834) | | | | | | (1,078) | | | | | | (2,235) | | | | | | (3) | | | | | | (17,195) | | |
Disposals/retirements
|
| | | | — | | | | | | 3,943 | | | | | | 240 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,183 | | |
Impact of foreign exchange
|
| | | | — | | | | | | (70) | | | | | | — | | | | | | — | | | | | | 2,675 | | | | | | — | | | | | | 2,605 | | |
Accumulated amortization and impairment as at December 31, 2020
|
| | | $ | (208,981) | | | | | $ | (140,891) | | | | | $ | (7,545) | | | | | $ | (14,022) | | | | | $ | (7,800) | | | | | $ | (43) | | | | | $ | (379,282) | | |
Net carrying values
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As at December 31, 2019
|
| | | $ | 20,881 | | | | | $ | 60,559 | | | | | $ | 5,907 | | | | | $ | 3,774 | | | | | $ | 21,908 | | | | | $ | 19 | | | | | $ | 113,048 | | |
As at December 31, 2020
|
| | | $ | 14,683 | | | | | $ | 53,654 | | | | | $ | 5,073 | | | | | $ | 2,696 | | | | | $ | 15,114 | | | | | $ | 16 | | | | | $ | 91,236 | | |
| | |
As at December 31, 2020
|
| |
As at December 31, 2019
|
| ||||||||||||||||||||||||||||||
| | |
Cost
|
| |
Accumulated
amortization and impairment |
| |
Net
carrying value |
| |
Cost
|
| |
Accumulated
amortization and impairment |
| |
Net
carrying value |
| ||||||||||||||||||
Indefinite life intangibles
|
| | | $ | 689,054 | | | | | $ | (1,100) | | | | | $ | 687,954 | | | | | $ | 690,843 | | | | | $ | (1,100) | | | | | $ | 689,743 | | |
Finite life intangibles
|
| | | | 470,518 | | | | | | (379,282) | | | | | | 91,236 | | | | | | 481,923 | | | | | | (368,875) | | | | | | 113,048 | | |
Total intangibles
|
| | | $ | 1,159,572 | | | | | $ | (380,382) | | | | | $ | 779,190 | | | | | $ | 1,172,766 | | | | | $ | (369,975) | | | | | $ | 802,791 | | |
| | |
Years
|
|
Revenue backlog
|
| |
4
|
|
Customer relationships
|
| |
6 to 8
|
|
Customer contracts
|
| |
6
|
|
Transponder rights
|
| |
2
|
|
Concession rights
|
| |
2 to 11
|
|
Patent
|
| |
5
|
|
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Trade payables
|
| | | $ | 5,393 | | | | | $ | 4,561 | | |
Other payables and accrued liabilities(a)
|
| | | | 24,698 | | | | | | 21,686 | | |
Trade and other payables
|
| | | $ | 30,091 | | | | | $ | 26,247 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Derivative liabilities (Note 27)
|
| | | $ | 12,581 | | | | | $ | 3,206 | | |
Security deposits
|
| | | | 1,141 | | | | | | 1,277 | | |
Satellite performance incentive payments
|
| | | | 7,996 | | | | | | 9,608 | | |
Interest payable(a)
|
| | | | 12,046 | | | | | | 20,563 | | |
Other
|
| | | | 2,116 | | | | | | 3,627 | | |
Other current financial liabilities
|
| | | $ | 35,880 | | | | | $ | 38,281 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Deferred revenue (Note 22)
|
| | | $ | 81,759 | | | | | $ | 65,704 | | |
Decommissioning liabilities (Note 22)
|
| | | | 790 | | | | | | 826 | | |
Uncertain tax positions
|
| | | | 1,315 | | | | | | 1,315 | | |
Income taxes payable
|
| | | | 7,326 | | | | | | 118 | | |
Lease liabilities
|
| | | | 2,131 | | | | | | 1,866 | | |
Other
|
| | | | 2,834 | | | | | | 2,486 | | |
Other current liabilities
|
| | | $ | 96,155 | | | | | $ | 72,315 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Derivative liabilities (Note 27)
|
| | | $ | 5,448 | | | | | $ | 4,710 | | |
Security deposits
|
| | | | 473 | | | | | | 458 | | |
Satellite performance incentive payments
|
| | | | 29,578 | | | | | | 37,343 | | |
Other long-term financial liabilities
|
| | | $ | 35,499 | | | | | $ | 42,511 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Deferred revenue(b)
|
| | | $ | 332,363 | | | | | $ | 374,642 | | |
Accrued benefit liabilities (Note 29)
|
| | | | 47,984 | | | | | | 32,074 | | |
Uncertain tax positions
|
| | | | 175 | | | | | | 175 | | |
Decommissioning liabilities(a)
|
| | | | 3,145 | | | | | | 2,104 | | |
Lease liabilities(c)
|
| | | | 26,920 | | | | | | 26,716 | | |
Other long-term liabilities
|
| | | $ | 410,587 | | | | | $ | 435,711 | | |
|
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
Thereafter
|
| |
Total
|
| ||||||||||||||||||
|
$642
|
| | | $ | 518 | | | | | $ | 435 | | | | | $ | 305 | | | | | $ | 217 | | | | | $ | 569 | | | | | $ | 2,686 | | |
|
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
Thereafter
|
| |
Total
|
| ||||||||||||||||||
|
$3,388
|
| | | $ | 3,032 | | | | | $ | 2,981 | | | | | $ | 2,795 | | | | | $ | 2,518 | | | | | $ | 27,840 | | | | | $ | 42,554 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Senior Secured Credit Facilities(a) | | | | | | | | | | | | | |
Revolving Credit Facility
|
| | | $ | — | | | | | $ | — | | |
Term Loan B – U.S. Facility (December 31, 2020 – US$1,552,815,
December 31, 2019 – US$1,908,500) |
| | | | 1,975,957 | | | | | | 2,479,142 | | |
Senior Notes (US$550,000)(b)
|
| | | | 699,875 | | | | | | 714,450 | | |
Senior Secured Notes (US$400,000)(c)
|
| | | | 509,000 | | | | | | 519,600 | | |
| | | | | 3,184,832 | | | | | | 3,713,192 | | |
Less: deferred financing costs and prepayment options(d)
|
| | | | 2,320 | | | | | | (393) | | |
| | | | | 3,187,152 | | | | | | 3,712,799 | | |
Less: current indebtedness
|
| | | | — | | | | | | (24,408) | | |
Long-term indebtedness
|
| | | $ | 3,187,152 | | | | | $ | 3,688,391 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Short-term deferred financing costs
|
| | | $ | — | | | | | $ | 3,385 | | |
Long-term deferred financing costs
|
| | | | 24,888 | | | | | | 24,934 | | |
| | | | $ | 24,888 | | | | | $ | 28,319 | | |
Short-term prepayment options
|
| | | $ | — | | | | | $ | (3,001) | | |
Long-term prepayment options
|
| | | | (24,925) | | | | | | (24,925) | | |
| | | | $ | (24,925) | | | | | $ | (27,926) | | |
Short-term loss on repayment
|
| | | $ | — | | | | | $ | — | | |
Long-term loss on repayment
|
| | | | (2,283) | | | | | | — | | |
| | | | $ | (2,283) | | | | | $ | — | | |
Deferred financing costs, prepayment options and loss on repayment
|
| | | $ | (2,320) | | | | | $ | 393 | | |
| | |
2020
|
| |
2019
|
| ||||||||||||||||||
As at December 31,
|
| |
Number of
shares |
| |
Stated
value |
| |
Number of
shares |
| |
Stated
value |
| ||||||||||||
Common Shares
|
| | | | 74,252,460 | | | | | $ | 26,580 | | | | | | 74,252,460 | | | | | $ | 26,580 | | |
Voting Participating Preferred Shares
|
| | | | 7,034,444 | | | | | | 48,246 | | | | | | 7,034,444 | | | | | | 48,246 | | |
Non-Voting Participating Preferred Shares
|
| | | | 38,508,117 | | | | | | 80,862 | | | | | | 38,477,137 | | | | | | 80,059 | | |
Director Voting Preferred Shares
|
| | | | 1,000 | | | | | | 10 | | | | | | 1,000 | | | | | | 10 | | |
Share capital
|
| | | | | | | | | $ | 155,698 | | | | | | | | | | | $ | 154,895 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Shareholders’ equity (excluding reserves)
|
| | | $ | 1,422,212 | | | | | $ | 1,185,950 | | |
Debt financing (excluding deferred financing costs, prepayment options and loss
on repayment (December 31, 2019 – deferred financing costs and prepayment options)) |
| | | $ | 3,184,832 | | | | | $ | 3,713,192 | | |
| | |
Carrying
amount |
| |
Contractual
cash flows (undiscounted) |
| |
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
Thereafter
|
| ||||||||||||||||||||||||
Trade and other payables
|
| | | $ | 30,091 | | | | | $ | 30,091 | | | | | $ | 30,091 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Customer and other deposits
|
| | | | 1,614 | | | | | | 1,614 | | | | | | 1,270 | | | | | | 17 | | | | | | 83 | | | | | | 17 | | | | | | 83 | | | | | | 144 | | |
Satellite performance incentive payments
|
| | | | 37,948 | | | | | | 47,296 | | | | | | 9,316 | | | | | | 8,360 | | | | | | 7,518 | | | | | | 5,918 | | | | | | 3,133 | | | | | | 13,051 | | |
Other financial liabilities
|
| | | | 2,116 | | | | | | 2,116 | | | | | | 2,116 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Interest rate swaps
|
| | | | 18,029 | | | | | | 18,330 | | | | | | 12,709 | | | | | | 5,621 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Indebtedness(1) | | | | | 3,196,504 | | | | | | 4,013,282 | | | | | | 129,552 | | | | | | 129,359 | | | | | | 129,358 | | | | | | 129,453 | | | | | | 128,404 | | | | | | 3,367,156 | | |
| | | | $ | 3,286,302 | | | | | $ | 4,112,729 | | | | | $ | 185,054 | | | | | $ | 143,357 | | | | | $ | 136,959 | | | | | $ | 135,388 | | | | | $ | 131,620 | | | | | $ | 3,380,351 | | |
| | |
Interest
payable |
| |
Interest
payments |
| ||||||
Satellite performance incentive payments
|
| | | $ | 374 | | | | | $ | 9,558 | | |
Indebtedness
|
| | | $ | 11,672 | | | | | $ | 828,450 | | |
As at December 31, 2020
|
| |
FVTPL
|
| |
Amortized
cost |
| |
Total
|
| |
Fair value
|
| |
Fair value
hierarchy |
| ||||||||||||
Cash and cash equivalents
|
| | | $ | — | | | | | $ | 818,378 | | | | | $ | 818,378 | | | | | $ | 818,378 | | | |
Level 1
|
|
Trade and other receivables
|
| | | | — | | | | | | 51,928 | | | | | | 51,928 | | | | | | 51,928 | | | |
(3)
|
|
Other current financial assets
|
| | | | — | | | | | | 448 | | | | | | 448 | | | | | | 448 | | | |
Level 1
|
|
Other long-term financial assets(1)
|
| | | | 30,266 | | | | | | 23,159 | | | | | | 53,425 | | | | | | 53,425 | | | |
Level 1,
Level 2 |
|
Trade and other payables
|
| | | | — | | | | | | (30,091) | | | | | | (30,091) | | | | | | (30,091) | | | |
(3)
|
|
Other current financial liabilities
|
| | | | (12,581) | | | | | | (23,299) | | | | | | (35,880) | | | | | | (37,921) | | | |
Level 2
|
|
Other long-term financial liabilities
|
| | | | (5,448) | | | | | | (30,051) | | | | | | (35,499) | | | | | | (36,357) | | | |
Level 2
|
|
Indebtedness(2) | | | | | — | | | | | | (3,184,832) | | | | | | (3,184,832) | | | | | | (3,214,543) | | | |
Level 2
|
|
| | | | $ | 12,237 | | | | | $ | (2,374,360) | | | | | $ | (2,362,123) | | | | | $ | (2,394,733) | | | | | |
As at December 31, 2019
|
| |
FVTPL
|
| |
Amortized
cost |
| |
Total
|
| |
Fair value
|
| |
Fair value
hierarchy |
| ||||||||||||
Cash and cash equivalents
|
| | | $ | — | | | | | $ | 1,027,222 | | | | | $ | 1,027,222 | | | | | $ | 1,027,222 | | | |
Level 1
|
|
Trade and other receivables
|
| | | | — | | | | | | 64,062 | | | | | | 64,062 | | | | | | 64,062 | | | |
(3)
|
|
Other current financial assets
|
| | | | — | | | | | | 210 | | | | | | 210 | | | | | | 210 | | | |
Level 1
|
|
Other long-term financial assets(1)
|
| | | | 32,821 | | | | | | 24,909 | | | | | | 57,730 | | | | | | 57,730 | | | |
Level 1,
Level 2 |
|
Trade and other payables
|
| | | | — | | | | | | (26,247) | | | | | | (26,247) | | | | | | (26,247) | | | |
(3)
|
|
Other current financial liabilities
|
| | | | (3,206) | | | | | | (35,075) | | | | | | (38,281) | | | | | | (40,748) | | | |
Level 2
|
|
Other long-term financial liabilities
|
| | | | (4,710) | | | | | | (37,801) | | | | | | (42,511) | | | | | | (42,493) | | | |
Level 2
|
|
Indebtedness(2) | | | | | — | | | | | | (3,713,192) | | | | | | (3,713,192) | | | | | | (3,760,656) | | | |
Level 2
|
|
| | | | $ | 24,905 | | | | | $ | (2,695,912) | | | | | $ | (2,671,007) | | | | | $ | (2,720,920) | | | | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Term Loan B – U.S. Facility — Senior Secured Credit Facilities
|
| | | | 98.88% | | | | | | 100.25% | | |
Senior Notes
|
| | | | 104.76% | | | | | | 104.25% | | |
Senior Secured Notes
|
| | | | 103.64% | | | | | | 102.10% | | |
As at December 31, 2020
|
| |
Other
long-term financial assets |
| |
Other
current financial liabilities |
| |
Other
long-term financial liabilities |
| |
Total
|
| ||||||||||||
Interest rate swaps
|
| | | $ | — | | | | | $ | (12,581) | | | | | $ | (5,448) | | | | | $ | (18,029) | | |
Prepayment options
|
| | | | 30,266 | | | | | | — | | | | | | — | | | | | | 30,266 | | |
| | | | $ | 30,266 | | | | | $ | (12,581) | | | | | $ | (5,448) | | | | | $ | 12,237 | | |
As at December 31, 2019
|
| |
Other
long-term financial assets |
| |
Other
current financial liabilities |
| |
Other
long-term financial liabilities |
| |
Total
|
| ||||||||||||
Interest rate swaps
|
| | | $ | — | | | | | $ | (3,206) | | | | | $ | (4,710) | | | | | $ | (7,916) | | |
Prepayment options
|
| | | | 32,821 | | | | | | — | | | | | | — | | | | | | 32,821 | | |
| | | | $ | 32,821 | | | | | $ | (3,206) | | | | | $ | (4,710) | | | | | $ | 24,905 | | |
|
Fair value, December 31, 2018 and January 1, 2019
|
| | | $ | 46,795 | | |
| Derivatives recognized at inception | | | | | | | |
|
Prepayment option – Senior Notes
|
| | | | 17,829 | | |
|
Prepayment option – Senior Secured Notes
|
| | | | 10,562 | | |
| Unrealized gains (losses) on derivatives | | | | | | | |
|
Interest rate floor
|
| | | | 5,368 | | |
|
Prepayment options
|
| | | | (12,391) | | |
|
Interest rate swaps
|
| | | | (42,649) | | |
|
Impact of foreign exchange
|
| | | | (609) | | |
|
Fair value, December 31, 2019
|
| | | | 24,905 | | |
| Unrealized losses on derivatives | | | | | | | |
|
Prepayment options
|
| | | | (2,308) | | |
|
Interest rate swaps
|
| | | | (10,807) | | |
|
Impact of foreign exchange
|
| | | | 447 | | |
|
Fair value, December 31, 2020
|
| | | $ | 12,237 | | |
Year authorized
|
| |
Quantity
|
| |||
2008
|
| | | | 8,824,646 | | |
2013
|
| | | | 4,036,729 | | |
2015
|
| | | | 62,404 | | |
2017
|
| | | | 350,000 | | |
2018
|
| | | | 3,280,000 | | |
2019
|
| | | | 500,000 | | |
2020
|
| | | | 451,266 | | |
| | |
Time vesting
option plans |
| |
Performance vesting
option plans |
| ||||||||||||||||||
| | |
Number of
options |
| |
Weighted
average exercise price |
| |
Number of
options |
| |
Weighted
average exercise price |
| ||||||||||||
Outstanding at December 31, 2018 and January 1,
2019 |
| | | | 7,102,864 | | | | | $ | 25.56 | | | | | | 432,102 | | | | | $ | 11.07 | | |
Granted
|
| | | | 522,372 | | | | | | | | | | | | — | | | | | | | | |
Forfeited
|
| | | | (62,499) | | | | | | | | | | | | — | | | | | | | | |
Exercised (Note 24)
|
| | | | (18,120) | | | | | | | | | | | | (22,149) | | | | | | | | |
Expired
|
| | | | — | | | | | | | | | | | | — | | | | | | | | |
Outstanding at December 31, 2019 and January 1,
2020 |
| | | | 7,544,617 | | | | | $ | 25.63 | | | | | | 409,953 | | | | | $ | 11.07 | | |
Granted
|
| | | | 650,000 | | | | | | | | | | | | — | | | | | | | | |
Forfeited
|
| | | | (246,049) | | | | | | | | | | | | (3,691) | | | | | | | | |
Exercised
|
| | | | — | | | | | | | | | | | | — | | | | | | | | |
Expired
|
| | | | — | | | | | | | | | | | | — | | | | | | | | |
Outstanding at December 31, 2020
|
| | | | 7,948,568 | | | | | $ | 25.83 | | | | | | 406,262 | | | | | $ | 11.07 | | |
|
Outstanding, January 1, 2019
|
| | | | 200,000 | | |
|
Settled
|
| | | | (66,667) | | |
|
Outstanding, December 31, 2019 and January 1, 2020
|
| | | | 133,333 | | |
|
Settled
|
| | | | (66,667) | | |
|
Outstanding, December 31, 2020
|
| | | | 66,666 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
|
Time vesting option plans
|
| |
5,779,565
|
| |
4,762,335
|
|
Performance vesting option plans
|
| |
406,266
|
| |
409,953
|
|
Weighted average remaining life
|
| |
6 years
|
| |
7 years
|
|
Years ended December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Operating expenses
|
| | | $ | 12,500 | | | | | $ | 16,035 | | | | | $ | 29,505 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Dividend yield
|
| | | | —% | | | | | | —% | | | | | | —% | | |
Expected volatility
|
| | | | 32.7% | | | | | | 32.4% | | | | | | 31.7% | | |
Risk-free interest rate
|
| | | | 2.79% | | | | | | 2.93% | | | | | | 2.94% | | |
Expected life (years)
|
| | | | 10 | | | | | | 10 | | | | | | 10 | | |
| | |
Pension plans
|
| |
Other post-employment benefit plans
|
| ||||||||||||||||||||||||||||||
Years ended December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2019
|
| |
2018
|
| ||||||||||||||||||
Consolidated statements of income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Operating expenses
|
| | | $ | 7,188 | | | | | $ | 6,198 | | | | | $ | 6,345 | | | | | $ | 145 | | | | | $ | 116 | | | | | $ | 276 | | |
Interest expense
|
| | | $ | 423 | | | | | $ | 524 | | | | | $ | 658 | | | | | $ | 746 | | | | | $ | 815 | | | | | $ | 830 | | |
Consolidated statements of comprehensive income (loss)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Actuarial losses (gains) on employee benefit plans
|
| | | $ | 11,390 | | | | | $ | (3,325) | | | | | $ | (4,555) | | | | | $ | 2,303 | | | | | $ | 2,191 | | | | | $ | (3,200) | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Pension benefits
|
| | | $ | 22,070 | | | | | $ | 8,566 | | |
Other post-employment benefits
|
| | | | 25,914 | | | | | | 23,508 | | |
Accrued benefit liabilities
|
| | | $ | 47,984 | | | | | $ | 32,074 | | |
| | |
2020
|
| |
2019
|
| ||||||||||||||||||
As at December 31,
|
| |
Pension
|
| |
Other
|
| |
Pension
|
| |
Other
|
| ||||||||||||
Present value of funded obligations
|
| | | $ | 375,222 | | | | | $ | — | | | | | $ | 331,737 | | | | | $ | — | | |
Fair value of plan assets
|
| | | | (354,385) | | | | | | — | | | | | | (324,257) | | | | | | — | | |
| | | | | 20,837 | | | | | | — | | | | | | 7,480 | | | | | | — | | |
Present value of unfunded obligations
|
| | | | 1,233 | | | | | | 25,914 | | | | | | 1,086 | | | | | | 23,508 | | |
Accrued benefit liabilities
|
| | | $ | 22,070 | | | | | $ | 25,914 | | | | | $ | 8,566 | | | | | $ | 23,508 | | |
| | |
Pension
|
| |
Other
|
| |
Total
|
| |||||||||
Change in benefit obligations | | | | | | | | | | | | | | | | | | | |
Benefit obligation, January 1, 2020
|
| | | $ | 332,823 | | | | | $ | 23,508 | | | | | $ | 356,331 | | |
Current service cost
|
| | | | 6,695 | | | | | | 145 | | | | | | 6,840 | | |
Interest expense
|
| | | | 10,723 | | | | | | 746 | | | | | | 11,469 | | |
Remeasurements
|
| | | | | | | | | | | | | | | | | | |
Actuarial losses arising from plan experience
|
| | | | 2,212 | | | | | | 184 | | | | | | 2,396 | | |
Actuarial losses from change in demographic assumptions
|
| | | | — | | | | | | 11 | | | | | | 11 | | |
Actuarial losses from changes in financial assumptions
|
| | | | 33,278 | | | | | | 2,108 | | | | | | 35,386 | | |
Benefits paid
|
| | | | (10,294) | | | | | | (726) | | | | | | (11,020) | | |
Contributions by plan participants
|
| | | | 1,018 | | | | | | — | | | | | | 1,018 | | |
Foreign exchange
|
| | | | — | | | | | | (62) | | | | | | (62) | | |
Benefit obligation, December 31, 2020
|
| | | | 376,455 | | | | | | 25,914 | | | | | | 402,369 | | |
Change in fair value of plan assets | | | | | | | | | | | | | | | | | | | |
Fair value of plan assets, January 1, 2020
|
| | | | (324,257) | | | | | | — | | | | | | (324,257) | | |
Contributions by plan participants
|
| | | | (1,018) | | | | | | — | | | | | | (1,018) | | |
Contributions by employer
|
| | | | (5,497) | | | | | | (726) | | | | | | (6,223) | | |
Interest income
|
| | | | (10,300) | | | | | | — | | | | | | (10,300) | | |
Benefits paid
|
| | | | 10,294 | | | | | | 726 | | | | | | 11,020 | | |
Remeasurements | | | | | | | | | | | | | | | | | | | |
Return on plan assets, excluding interest income
|
| | | | (24,100) | | | | | | — | | | | | | (24,100) | | |
Administrative costs
|
| | | | 493 | | | | | | — | | | | | | 493 | | |
Fair value of plan assets, December 31, 2020
|
| | | | (354,385) | | | | | | — | | | | | | (354,385) | | |
Accrued benefit liabilities, December 31, 2020
|
| | | $ | 22,070 | | | | | $ | 25,914 | | | | | $ | 47,984 | | |
Change in benefit obligations | | | | | | | | | | | | | | | | | | | |
Benefit obligation, January 1, 2019
|
| | | $ | 293,969 | | | | | $ | 21,330 | | | | | $ | 315,299 | | |
Current service cost
|
| | | | 5,701 | | | | | | 116 | | | | | | 5,817 | | |
Interest expense
|
| | | | 11,241 | | | | | | 815 | | | | | | 12,056 | | |
Remeasurements | | | | | | | | | | | | | | | | | | | |
Actuarial losses arising from plan experience
|
| | | | 1,773 | | | | | | 235 | | | | | | 2,008 | | |
Actuarial losses from change in demographic assumptions
|
| | | | — | | | | | | 16 | | | | | | 16 | | |
Actuarial losses from changes in financial assumptions
|
| | | | 28,531 | | | | | | 1,940 | | | | | | 30,471 | | |
Benefits paid
|
| | | | (9,483) | | | | | | (758) | | | | | | (10,241) | | |
Contributions by plan participants
|
| | | | 1,091 | | | | | | — | | | | | | 1,091 | | |
Foreign exchange
|
| | | | — | | | | | | (186) | | | | | | (186) | | |
Benefit obligation, December 31, 2019
|
| | | | 332,823 | | | | | | 23,508 | | | | | | 356,331 | | |
| | |
Pension
|
| |
Other
|
| |
Total
|
| |||||||||
Change in fair value of plan assets | | | | | | | | | | | | | | | | | | | |
Fair value of plan assets, January 1, 2019
|
| | | | (283,064) | | | | | | — | | | | | | (283,064) | | |
Contributions by plan participants
|
| | | | (1,091) | | | | | | — | | | | | | (1,091) | | |
Contributions by employer
|
| | | | (5,736) | | | | | | (758) | | | | | | (6,494) | | |
Interest income
|
| | | | (10,717) | | | | | | — | | | | | | (10,717) | | |
Benefits paid
|
| | | | 9,483 | | | | | | 758 | | | | | | 10,241 | | |
Remeasurements
|
| | | | | | | | | | | | | | | | | | |
Return on plan assets, excluding interest income
|
| | | | (33,629) | | | | | | — | | | | | | (33,629) | | |
Administrative costs
|
| | | | 497 | | | | | | — | | | | | | 497 | | |
Fair value of plan assets, December 31, 2019
|
| | | | (324,257) | | | | | | — | | | | | | (324,257) | | |
Accrued benefit liabilities, December 31, 2019
|
| | | $ | 8,566 | | | | | $ | 23,508 | | | | | $ | 32,074 | | |
|
| | |
Pension
|
| |
Other
|
| ||||||
2021
|
| | | $ | 11,519 | | | | | $ | 901 | | |
2022
|
| | | $ | 12,096 | | | | | $ | 936 | | |
2023
|
| | | $ | 12,790 | | | | | $ | 972 | | |
2024
|
| | | $ | 13,558 | | | | | $ | 1,008 | | |
2025
|
| | | $ | 14,433 | | | | | $ | 1,044 | | |
2026 to 2030
|
| | | $ | 80,999 | | | | | $ | 6,620 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| ||||||
Equity securities | | | | | | | | | | | | | |
Canada
|
| | | | 22.9% | | | | | | 22.3% | | |
United States
|
| | | | 19.7% | | | | | | 19.8% | | |
International (other than United States)
|
| | | | 14.3% | | | | | | 14.1% | | |
Fixed income instruments | | | | | | | | | | | | | |
Canada
|
| | | | 41.0% | | | | | | 41.2% | | |
Cash and cash equivalents | | | | | | | | | | | | | |
Canada
|
| | | | 2.1% | | | | | | 2.6% | | |
| | |
Pension
|
| |
Other
|
| |
Pension
|
| |
Other
|
|
As at December 31,
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2019
|
|
Actuarial benefit obligation | | | | | | | | | | | | | |
Discount rate
|
| |
2.60%
|
| |
2.00% to 2.60%
|
| |
3.20%
|
| |
2.95% to 3.20%
|
|
Benefit costs for the year ended | | | | | | | | | | | | | |
Discount rate
|
| |
3.20%
|
| |
2.95% to 3.20%
|
| |
3.90%
|
| |
3.90% to 4.00%
|
|
Future salary growth
|
| |
2.50%
|
| |
N/A
|
| |
2.50%
|
| |
N/A
|
|
Health care cost trend rate
|
| |
N/A
|
| |
3.49% to 5.49%
|
| |
N/A
|
| |
3.49% to 5.49%
|
|
Other medical trend rates
|
| |
N/A
|
| |
4.00% to 4.56%
|
| |
N/A
|
| |
4.00% to 4.56%
|
|
| | |
Pension
|
| |
Other
|
| ||||||||||||||||||
As at December 31, 2020
|
| |
1% increase
|
| |
1% decrease
|
| |
1% increase
|
| |
1% decrease
|
| ||||||||||||
Discount rate
|
| | | $ | (53,058) | | | | | $ | 67,549 | | | | | $ | (3,486) | | | | | $ | 4,351 | | |
Future salary growth
|
| | | $ | 10,423 | | | | | $ | (9,165) | | | | | | N/A | | | | | | N/A | | |
Medical and dental trend rates
|
| | | | N/A | | | | | | N/A | | | | | $ | 2,222 | | | | | $ | (1,839) | | |
| | |
Pension
|
| |
Other
|
| ||||||||||||||||||
As at December 31, 2019
|
| |
1% increase
|
| |
1% decrease
|
| |
1% increase
|
| |
1% decrease
|
| ||||||||||||
Discount rate
|
| | | $ | (45,385) | | | | | $ | 57,745 | | | | | $ | (2,751) | | | | | $ | 3,576 | | |
Future salary growth
|
| | | $ | 9,856 | | | | | $ | (8,874) | | | | | | N/A | | | | | | N/A | | |
Medical and dental trend rates
|
| | | | N/A | | | | | | N/A | | | | | $ | 2,018 | | | | | $ | (1,531) | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Cash
|
| | | $ | 687,967 | | | | | $ | 542,537 | | | | | $ | 342,874 | | |
Short-term investments(1)
|
| | | | 130,411 | | | | | | 484,685 | | | | | | 425,559 | | |
Cash and cash equivalents
|
| | | $ | 818,378 | | | | | $ | 1,027,222 | | | | | $ | 768,433 | | |
Years ended December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Income taxes paid
|
| | | $ | (53,842) | | | | | $ | (101,952) | | | | | $ | (109,193) | | |
Income taxes received
|
| | | | 399 | | | | | | 6,497 | | | | | | 2,885 | | |
| | | | $ | (53,443) | | | | | $ | (95,455) | | | | | $ | (106,308) | | |
Years ended December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Interest paid
|
| | | $ | (188,969) | | | | | $ | (195,671) | | | | | $ | (207,339) | | |
Interest received
|
| | | | 8,997 | | | | | | 19,559 | | | | | | 11,802 | | |
Capitalized interest
|
| | | | — | | | | | | — | | | | | | 19,120 | | |
| | | | $ | (179,972) | | | | | $ | (176,112) | | | | | $ | (176,417) | | |
| | |
Indebtedness
|
| |
Satellite
performance incentive payments |
| |
Lease
liabilities |
| |||||||||
Balance as at January 1, 2020
|
| | | $ | 3,712,799 | | | | | $ | 46,951 | | | | | $ | 28,582 | | |
Cash outflows
|
| | | | (453,592) | | | | | | (9,031) | | | | | | (1,793) | | |
Loss on repayment (Note 23)
|
| | | | 2,284 | | | | | | — | | | | | | — | | |
Amortization of deferred financing costs, prepayment options and loss on repayment
|
| | | | 428 | | | | | | — | | | | | | — | | |
Non-cash additions
|
| | | | — | | | | | | — | | | | | | 2,788 | | |
Interest paid
|
| | | | — | | | | | | — | | | | | | (1,649) | | |
Interest accrued
|
| | | | — | | | | | | — | | | | | | 1,349 | | |
Other
|
| | | | — | | | | | | 182 | | | | | | (91) | | |
Impact of foreign exchange
|
| | | | (74,767) | | | | | | (528) | | | | | | (135) | | |
Balance as at December 31, 2020
|
| | | $ | 3,187,152 | | | | | $ | 37,574 | | | | | $ | 29,051 | | |
| | |
Indebtedness
|
| |
Satellite
performance incentive payments |
| |
Lease
liabilities |
| |||||||||
Balance as at January 1, 2019
|
| | | $ | 3,724,228 | | | | | $ | 58,913 | | | | | $ | 369 | | |
Cash outflows
|
| | | | (3,743,465) | | | | | | (9,644) | | | | | | (1,252) | | |
Cash inflows
|
| | | | 3,786,082 | | | | | | — | | | | | | — | | |
Write-off of deferred financing costs, interest rate floor,
prepayment option and net gain on repricing/ repayment (Note 23) |
| | | | 107,065 | | | | | | — | | | | | | — | | |
Amortization of deferred financing costs, interest rate
floor, prepayment options and net gain on repricing/ repayment |
| | | | 22,461 | | | | | | — | | | | | | — | | |
Debt issue costs
|
| | | | (28,082) | | | | | | — | | | | | | — | | |
Debt issue costs accrued
|
| | | | (573) | | | | | | | | | | | | | | |
Prepayment option at inception — Senior Notes
|
| | | | 17,829 | | | | | | — | | | | | | — | | |
Prepayment option at inception — Senior Secured Notes
|
| | | | 10,562 | | | | | | — | | | | | | — | | |
Cumulative effect adjustment
|
| | | | — | | | | | | — | | | | | | 26,851 | | |
Non-cash additions
|
| | | | — | | | | | | — | | | | | | 2,775 | | |
Interest paid
|
| | | | — | | | | | | — | | | | | | (984) | | |
Interest accrued
|
| | | | — | | | | | | — | | | | | | 1,288 | | |
Other
|
| | | | — | | | | | | 296 | | | | | | (236) | | |
Impact of foreign exchange
|
| | | | (183,308) | | | | | | (2,614) | | | | | | (229) | | |
Balance as at December 31, 2019
|
| | | $ | 3,712,799 | | | | | $ | 46,951 | | | | | $ | 28,582 | | |
| | |
Indebtedness
|
| |
Satellite
performance incentive payments |
| |
Capital leases
|
| |||||||||
Balance as at January 1, 2018
|
| | | $ | 3,543,377 | | | | | $ | 62,961 | | | | | $ | 369 | | |
Debt repricing costs
|
| | | | (10,190) | | | | | | — | | | | | | — | | |
Cash outflows
|
| | | | (94,951) | | | | | | (9,037) | | | | | | (29) | | |
Amortization of deferred financing costs, interest rate floor, prepayment option and net gain on repricing/repayment
|
| | | | 22,497 | | | | | | — | | | | | | — | | |
Loss on voluntary payment (Note 23)
|
| | | | 2,828 | | | | | | — | | | | | | — | | |
Gain on repricing (Note 24)
|
| | | | (6,901) | | | | | | — | | | | | | — | | |
Cumulative effect adjustment (Note 23)
|
| | | | (36,072) | | | | | | — | | | | | | — | | |
Other
|
| | | | — | | | | | | 191 | | | | | | — | | |
Impact of foreign exchange
|
| | | | 303,640 | | | | | | 4,798 | | | | | | 29 | | |
Balance as at December 31, 2018
|
| | | $ | 3,724,228 | | | | | $ | 58,913 | | | | | $ | 369 | | |
As at December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Trade and other receivables
|
| | | $ | (4,173) | | | | | $ | (16,113) | | | | | $ | 22,056 | | |
Financial assets
|
| | | | 161 | | | | | | (3,897) | | | | | | (210) | | |
Other assets
|
| | | | (7,286) | | | | | | (13,183) | | | | | | 371 | | |
Trade and other payables
|
| | | | 1,860 | | | | | | 1,685 | | | | | | (4,695) | | |
Financial liabilities
|
| | | | (651) | | | | | | (2,125) | | | | | | (1,026) | | |
Other liabilities
|
| | | | 25,107 | | | | | | 19,691 | | | | | | 72,317 | | |
| | | | $ | 15,018 | | | | | $ | (13,942) | | | | | $ | 88,813 | | |
Years ended December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Satellites, property and other equipment
|
| | | $ | 2,963 | | | | | $ | 29,234 | | | | | $ | 3,795 | | |
Intangible assets
|
| | | $ | — | | | | | $ | (3,263) | | | | | $ | 3,635 | | |
| | |
2021
|
| |
2022
|
| |
2023
|
| |
2024
|
| |
2025
|
| |
Thereafter
|
| |
Total
|
| |||||||||||||||||||||
Property leases
|
| | | $ | 1,141 | | | | | $ | 1,079 | | | | | $ | 1,065 | | | | | $ | 1,051 | | | | | $ | 969 | | | | | $ | 12,455 | | | | | $ | 17,760 | | |
Capital commitments
|
| | | | 32,055 | | | | | | 35,057 | | | | | | 86,785 | | | | | | — | | | | | | — | | | | | | — | | | | | | 153,897 | | |
Other operating commitments
|
| | | | 32,681 | | | | | | 6,483 | | | | | | 5,000 | | | | | | 4,244 | | | | | | 3,808 | | | | | | 11,438 | | | | | | 63,654 | | |
| | | | $ | 65,877 | | | | | $ | 42,619 | | | | | $ | 92,850 | | | | | $ | 5,295 | | | | | $ | 4,777 | | | | | $ | 23,893 | | | | | $ | 235,311 | | |
Company
|
| |
Country
|
| |
Method of Consolidation
|
| |
% voting rights
|
| |||
Infosat Communications LP
|
| |
Canada
|
| |
Fully consolidated
|
| | | | 100 | | |
Telesat Spectrum General Partnership
|
| |
Canada
|
| |
Fully consolidated
|
| | | | 100 | | |
Telesat LEO Holdings Inc.
|
| |
Canada
|
| |
Fully consolidated
|
| | | | 100 | | |
Telesat Technology Corporation
|
| |
Canada
|
| |
Fully consolidated
|
| | | | 100 | | |
Telesat Spectrum Corporation
|
| |
Canada
|
| |
Fully consolidated
|
| | | | 100 | | |
Company
|
| |
Country
|
| |
Method of Consolidation
|
| |
% voting rights
|
| |||
Telesat Spectrum Holdings Corporation
|
| |
Canada
|
| |
Fully consolidated
|
| | | | 100 | | |
Skynet Satellite Corporation
|
| |
United States
|
| |
Fully consolidated
|
| | | | 100 | | |
Telesat Network Services, Inc.
|
| |
United States
|
| |
Fully consolidated
|
| | | | 100 | | |
The SpaceConnection Inc.
|
| |
United States
|
| |
Fully consolidated
|
| | | | 100 | | |
Telesat Satellite LP
|
| |
United States
|
| |
Fully consolidated
|
| | | | 100 | | |
Telesat LEO Inc.
|
| |
United States
|
| |
Fully consolidated
|
| | | | 100 | | |
Telesat US Services, LLC
|
| |
United States
|
| |
Fully consolidated
|
| | | | 100 | | |
Infosat Able Holdings, Inc.
|
| |
United States
|
| |
Fully consolidated
|
| | | | 100 | | |
Telesat Brasil Capacidade de Satélites Ltda.
|
| |
Brazil
|
| |
Fully consolidated
|
| | | | 100 | | |
Telesat (IOM) Limited
|
| |
Isle of Man
|
| |
Fully consolidated
|
| | | | 100 | | |
Telesat International Limited
|
| |
United Kingdom
|
| |
Fully consolidated
|
| | | | 100 | | |
Year ended December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Short-term benefits (including salaries)
|
| | | $ | 13,058 | | | | | $ | 11,051 | | | | | $ | 16,853 | | |
Special payments (1)
|
| | | | 710 | | | | | | 948 | | | | | | 2,904 | | |
Post-employment benefits
|
| | | | 2,180 | | | | | | 2,773 | | | | | | 2,510 | | |
Share-based payments
|
| | | | 12,373 | | | | | | 15,649 | | | | | | 29,016 | | |
| | | | $ | 28,321 | | | | | $ | 30,421 | | | | | $ | 51,283 | | |
| | |
Sale of goods and services, interest income
|
| |
Purchase of goods and services, interest expense
|
| ||||||||||||||||||||||||||||||
Years ended December 31,
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2019
|
| |
2018
|
| ||||||||||||||||||
Revenue
|
| | | $ | 133 | | | | | $ | 133 | | | | | $ | 128 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Operating expenses
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 6,712 | | | | | $ | 6,645 | | | | | $ | 6,456 | | |
| | |
Amounts owed by related parties
|
| |
Amounts owed to related parties
|
| ||||||||||||||||||
At December 31,
|
| |
2020
|
| |
2019
|
| |
2020
|
| |
2019
|
| ||||||||||||
Current receivables/payables
|
| | | $ | — | | | | | $ | — | | | | | $ | 105 | | | | | $ | 204 | | |
(in Canadian dollars)
|
| |
Note
|
| | | | | | | |||
Assets | | | | | | | | | | | | | |
Current assets
|
| | | | | | | | | | | | |
Cash
|
| | | | | | | | | $ | 500 | | |
Shareholder’s equity
|
| | | | | | | | | | | | |
Share capital
|
| | | | 4 | | | | | $ | 500 | | |
(in Canadian dollars)
|
| |
Note
|
| | | | | | | |||
Assets | | | | | | | | | | | | | |
Current assets
|
| | | | | | | | | | | | |
Cash
|
| | | | | | | | | $ | 600 | | |
Partners’ capital
|
| | | | | | | | | | | | |
Partners’ capital
|
| | | | 4 | | | | | $ | 600 | | |
| | |
Number of
partnership units |
| |
Stated
value |
| ||||||
General partnership units
|
| | | | 50 | | | | | $ | 500 | | |
Class X LP units
|
| | | | 10 | | | | | | 100 | | |
Partners’ capital
|
| | | | | | | | | $ | 600 | | |
Class
|
| |
Voting For Directors
|
| |
All Other Votes
|
| |
Second Tabulation Votes
|
|
Class A Shares
|
| |
1 vote per share
|
| ||||||
Class B Shares
|
| | 1 vote per share; provided that any voting power of a single holder in excess of one-third of the outstanding voting power of the Telesat Corporation Shares and Telesat Partnership Units (via the Special Voting Shares) and the Golden Share Canadian Votes (described below under “— Golden Share Mechanic”) will effectively be transferred to the Golden Share. | | | 1 vote per share | | |||
Class C Fully Voting Common Shares | | |
1 vote per share
|
| ||||||
Class C Limited Voting Common Shares
|
| | No votes | | |
1 vote per share
|
| | ||
Class A Units (voted via the Class A Special Voting Share) | | |
1 vote per unit
|
| ||||||
Class B Units (voted via the Class B Special Voting Share)
|
| | 1 vote per unit; provided that any voting power of a single holder in excess of one-third of the outstanding voting power of the Telesat Corporation Shares and Telesat Partnership Units (via the Special Voting Shares) and the Golden Share Canadian Votes (described below under “— Golden Share Mechanic”) will effectively be transferred to the Golden Share. | | | 1 vote per unit | | |||
Class C Units (voted via the Class C Special Voting Share)
|
| | Limited votes to ensure compliance with restrictions applicable to PSP Investments pursuant to its constating legislation. | | | 1 vote per unit | | |||
Golden Share
|
| |
A number of votes equal to the sum of:
•
A number of votes such that the votes cast by the holders of Class A Shares and Class A Units, Class C Shares and Class C Units, and the Golden Share represent a simple majority of the votes cast; and
•
The number of votes transferred from the Class B Shares and Class B Units, if applicable.
|
| | No votes | |
LORAL
|
| |
TELESAT CORPORATION
|
| |
TELESAT PARTNERSHIP
|
|
Governing Law | | | | | | | |
Delaware. | | | British Columbia. | | | Ontario. | |
Authorized Capital | | | | | | | |
Preferred: 10,000,000 shares, 50,000 designated as Series A Junior Participating Preferred Stock (“Series A Preferred Stock”), five (5) shares designated as Series B Preferred Stock (“Series B Preferred Stock”), and the remainder undesignated. | | | Preferred: An unlimited number of Class A Preferred Shares. | | | Preferred. If any New Shares are issued by Telesat Corporation, Telesat Corporation will (either immediately before or after such issuance) cause Telesat Partnership to create a corresponding new class of New Units that has corresponding distribution rights to such New Shares. | |
Common: 70,000,000 shares, of which 50,000,000 shares are designated as Loral Voting Common Stock and 20,000,000 shares are designated as Loral Non-Voting Common Stock. | | | Common: An unlimited number of Class A Shares, Class B Shares, Class C Fully Voting Shares, and Class C Limited Voting Shares. | | | Common: An unlimited number of Telesat Partnership GP Units, Class A Units, Class B Units, Class C Units and Class D Units. See “Description of Telesat Partnership Units and GP Units.” | |
LORAL
|
| |
TELESAT CORPORATION
|
| |
TELESAT PARTNERSHIP
|
|
| | | Non-Economic Shares. An unlimited number of Super Voting Shares, and 1 each of the Class A Special Voting Share, the Class B Special Voting Share, the Class C Special Voting Share and the Golden Share. See “Description of Telesat Corporation Shares.” | | | | |
Outstanding Capital | | | | | | | |
Preferred: No shares of Series A Preferred Stock outstanding. See the section “Shareholder Rights Plan” of Loral’s 8-K filed November 25, 2020, which is incorporated herein by reference.
5 shares of Series B Preferred Stock. See the section “Subscription Agreement for Series B Preferred Stock” of Loral’s 8-K filed November 25, 2020, which is incorporated herein by reference.
|
| |
Preferred: None.
|
| |
Preferred: None.
|
|
Common: 21,427,078 shares of Loral Voting Common Stock outstanding, and 9,505,673 shares of Loral Non-Voting Common Stock outstanding.
As of November 30, 2020, the Loral record date, there were (i) 21,427,078 shares of Loral Voting Common Stock outstanding, (ii) 9,505,673 shares of Loral Non-Voting Common Stock outstanding and (iii) five shares of Series B preferred stock outstanding.
|
| |
Common: The number of Telesat Corporation Shares outstanding after giving effect to the Transaction will not be determinable until immediately prior to the Closing. Each share of Loral common stock will be exchangeable for 1 Telesat Public Share, and each existing Telesat share will be exchangeable for 0.4136 Telesat Corporation Shares, other than Telesat shares held by Telesat’s individual stockholders who elect not to exchange such shares (if any), the Director Voting Shares and other de minimis exceptions.
Non-Economic Shares. 1 each of the Class A Special Voting Share, the Class B Special Voting Share, the Class C Special Voting Share and the Golden Share.
|
| |
Common: The number of Telesat Partnership GP Units and Telesat Partnership Units outstanding after giving effect to the Transaction will not be determinable until immediately prior to the Closing. Each share of Loral common stock will be exchangeable for 1 Partnership Unit.
Under the Transaction Agreement, Red Isle will receive Class C Shares and Class C Units in connection with the Transaction. Similarly, MHR will elect to receive Class B Units in connection with the Transaction, pursuant to the Voting Support Agreement.
|
|
LORAL
|
| |
TELESAT CORPORATION
|
| |
TELESAT PARTNERSHIP
|
|
Conversion and Exchange Rights | | | | | | | |
None. | | |
Prior to the consummation of an Unwind Transaction:
A Class A Share will automatically convert into one Class B Share if acquired by a non-Canadian.
A Class B Share may be converted into one Class A Share if the holder can demonstrate to Telesat Corporation that such holder is Canadian.
Class C Shares may be converted between Fully Voting and Limited Voting as determined by PSP Investments and will be converted into Class A Shares or Class B Shares upon acquisition by a person other than PSP Investments or Red Isle. See “Description of Telesat Corporation Shares — Conversion of Telesat Corporation Shares”.
Upon consummation of an Unwind Transaction:
Each Class B Share will immediately be converted into one Class A Share (and the Golden Share will be redeemed). See “Description of Telesat Corporation Shares — Meetings and Voting Rights — Unwind of Canadian Structure”.
|
| |
From and after the Lock-Up Period, a holder of Telesat Partnership Units will have an Exchange Right to exchange such Telesat Partnership Units for an equal number of Telesat Corporation shares of the applicable class. A holder may convert prior to the expiration of the Lock-Up Period in order to participate in a Telesat Control Transaction.
The Telesat Partnership Units will also be subject to mandatory exchange under certain circumstances. See “Description of Telesat Partnership Units and GP Units — Exchange Right”.
|
|
Voting Rights | | | | | | | |
Voting Common Stock: 1 vote per share.
Non-Voting Common Stock: No voting rights, except as provided by the DGCL or if voting as a separate class on amendments to provisions of the Loral Charter that provide for the equal treatment of the Loral Non-Voting Common Stock and the Loral Voting Common Stock. |
| |
Telesat Corporation Shares: 1 vote per share, except that Class C Limited Voting Shares do not vote in elections of directors, and subject to the Non-Canadian Voting Limitation (except in Second Tabulation matters).
Special Voting Shares. A number of votes equal to the number of Telesat Partnership Units of the corresponding class for which voting instructions are given.
Golden Share: A number of votes so that the votes of Canadian
|
| |
Voting on Partnership Matters
The holders of Telesat Partnership Units will have the right to receive notice of and to attend any meeting of partners of Telesat Partnership.
So long as any Telesat Partnership Units are outstanding, Class D Units will not have any voting rights.
Voting on Telesat Corporation Matters via the Special Voting Shares
|
|
LORAL
|
| |
TELESAT CORPORATION
|
| |
TELESAT PARTNERSHIP
|
|
| | |
holders of Telesat Corporation shares and Telesat Partnership Units are a majority of the votes cast, plus voting rights transferred as a result of the Non-Canadian Voting Limitation.
See “Description of Telesat Corporation Shares — Meetings and Voting Rights — Golden Share Mechanic” and “— Voting of the Special Voting Shares and the Golden Share”.
|
| | Each holder of a Telesat Partnership Unit on the record date for any meeting or shareholder consent at which holders of Telesat Corporation Shares are entitled to vote will be entitled to vote on an as-if-exchanged basis by virtue of the Special Voting Shares as described above under “Description of Telesat Corporation Shares — Meetings and Voting Rights — Voting Matters” and “— Voting of the Special Voting Shares and the Golden Share”. | |
Dividend Rights | | | | | | | |
The DGCL generally provides that, subject to certain restrictions, the directors of every corporation may declare and pay dividends upon the shares of its capital stock either out of its surplus or, in case there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and the preceding fiscal year.
The holders of Loral Voting Common Stock and Loral Non-Voting Common Stock, subject to the DGCL and the preferences and other rights of holders of any series of preferred stock, are entitled to share ratably in any dividends when and as declared by the board of directors out of legally available funds.
|
| |
Under the BCBCA, Telesat Corporation may (unless the Telesat Corporation Articles provide otherwise) (i) pay a dividend by issuing shares or warrants of the corporation; or (ii) pay a dividend in money or property unless there are reasonable grounds for believing that: (a) the company is insolvent, or (b) the payment of the dividend would render the company insolvent.
Under the Telesat Corporation Articles, Telesat Corporation will make distributions pro rata to the Telesat Corporation Shares as described under “Description of Telesat Corporation Shares — Dividend Entitlements”.
|
| |
Distributions will be made first to Telesat Corporation to pay certain expenses and tax liabilities described in the Partnership Agreement and then, after payment of any deferred distributions described below (or above under “Description of Telesat Partnership Units — Dividend Rights”), to the partners in accordance with their percentage interests, pro rata.
Telesat Partnership is also required to make certain mandatory tax distributions; provided, however, that Telesat Corporation may defer such distribution, which shall then accumulate at the rate of 10% per annum compounded daily, and shall be paid prior and in preference to any pro rata distribution to the holders of Telesat Partnership Units. If a holder of Telesat Partnership Units exchanges their Telesat Partnership Units for Telesat Public Shares, the holder will continue to be entitled to any unpaid deferred distribution. See “Description of Telesat Partnership Units and GP Units — Dividend Rights”.
|
|
LORAL
|
| |
TELESAT CORPORATION
|
| |
TELESAT PARTNERSHIP
|
|
Size of the Board of Directors | | | | | | | |
The Loral Board may consist of up to seven members. The Loral Board currently has six members. | | | The Telesat Corporation Board will initially be comprised of ten directors. Following such time as no principal shareholder or its assignee has the right to designate director nominees, the number of directors shall be set by resolution of the shareholders or as adjusted by the Telesat Corporation Board from time to time, subject to the provisions of the BCBCA. See “Post-Closing Governance — Composition of the Telesat Corporation Board and Committees”. | | | Telesat Partnership is managed by Telesat Corporation, its sole general partner and does not have a separate board of directors or equivalent body. | |
Classification of the Board of Directors | | | | | | | |
Loral has three classes of directors serving staggered three-year terms, with each of Class I and Class II consisting of two directorships and Class III consisting of three directorships. | | | The Telesat Corporation Board is not classified. | | | Not applicable. | |
Special Rules Regarding Director Nominations | | | | | | | |
None. | | |
The Telesat Corporation Articles provide that prior to an Unwind Event a majority of the Telesat Corporation Board must be Canadian, and will be initially comprised of 10 members, as follows:
•
the Chief Executive Officer of Telesat Corporation,
•
three directors designated by PSP Investments and its affiliates,
•
three directors designated by MHR and its affiliates, and
•
three independent directors designated by the Nominating Committee, who will qualify as Specially Designated Directors.
Pursuant to the Investor Rights Agreements, the number of designees each of PSP Investments and MHR will be entitled to designate to the board
|
| | Not applicable. | |
LORAL
|
| |
TELESAT CORPORATION
|
| |
TELESAT PARTNERSHIP
|
|
| | | of directors of Telesat Corporation will be reduced to two, one and zero, respectively upon PSP Investments or MHR, respectively, owning less than 25%, 15% or 5% of the Telesat Corporation Shares and the Telesat Partnership Units (on an “as-if-exchanged” basis) outstanding as of the Closing. The number of independent directors that the Nominating Committee may designate will be increased by one each time the number of designees PSP Investments or MHR is entitled to designate is so reduced. See “Post-Closing Governance — Composition of the Telesat Corporation Board and Committees — Director Independence”. | | | | |
Election of Directors | | | | | | | |
Plurality vote. | | |
Plurality vote.
Under the Investor Rights Agreements, each of MHR and PSP Investments are obligated to vote, and cause its respective controlled affiliates to vote, for the Telesat Corporation nominees in the same proportion as votes are cast by all other holders entitled to vote on the matter (excluding, for the purposes of this calculation, any votes to be cast pursuant to the terms of the Investor Rights Agreements). See “Description of Telesat Corporation Shares — Approval of Matters — MHR and PSP Investments Approvals”.
|
| |
Not applicable.
Holders of Telesat Partnership Units will vote on the election of the Telesat Corporation Board on an as-if-exchanged basis.
|
|
Removal of Directors | | | | | | | |
Under the Loral Charter, a director, other than a director elected solely by the holders of any series of preferred stock, may be removed from office only for cause and only by the vote of at least two-thirds in voting power of the outstanding stock entitled to vote in an election of directors.
The Loral Board currently does |
| | Under the Telesat Corporation Articles, the removal of any director from office requires a resolution that is approved by a vote of at least 75% of the voting power represented by the outstanding Telesat Corporation Shares and Special Voting Shares, voting together as a single class. | | |
Telesat Corporation cannot be removed as general partner.
Holders of Telesat Partnership Units will vote on any removal of a member of the Telesat Corporation Board on an as-if-exchanged basis through the Special Voting Shares.
|
|
LORAL
|
| |
TELESAT CORPORATION
|
| |
TELESAT PARTNERSHIP
|
|
not have any directors elected solely by the holders of any series of preferred stock. | | | | | | | |
Filling of Vacancies on the Board of Directors | | | | | | | |
Under the DGCL, a majority of the directors in office can fill any vacancy or newly created directorship. The Loral Charter provides that, subject to the rights of the holders of shares of any series of preferred stock then outstanding, newly created directorships resulting from an increase in the authorized number of directors or vacancies on the board may be filled only by a majority of the directors then in office (even though less than a quorum is then in office) or by the sole remaining director and any director elected to fill a vacancy may hold office for a term that coincides with the term of the class to which such director was elected. | | | Under the BCBCA and the Telesat Corporation Articles, a vacancy among the directors created by the removal of a director may be filled by the board of directors, provided that each of PSP Investments and MHR will have the exclusive right to fill vacancies of any directorship for which it has the right to designate a director, as provided the Investor Rights Agreements. | | | Not applicable. | |
Corporate and Business Opportunities | | | | | | | |
None. | | |
Under the BCBCA and applicable common law, directors have a fiduciary obligation to act in the best interests of a corporation, including with respect to business opportunities.
Under the Telesat Corporation Articles, Telesat Corporation (including on behalf of its subsidiaries) renounces any interest in certain enumerated business opportunities, other than business opportunities first discovered by, or offered to, a director of Telesat Corporation in his or her capacity as such. However, a director and/or his or her related parties may pursue a business opportunity first offered to such director in his or her capacity as a director of Telesat Corporation if the opportunity is disclosed to Telesat Corporation and has been separately offered to
|
| | Under the Partnership Agreement, Telesat Corporation, in its capacity as general partner of Telesat Partnership, owes the same duties to Telesat Partnership and the holders of Partnership Units as the board of directors of a British Columbia company owes to such company and its shareholders pursuant to sections 142(1)(a) and 142(1)(b) of the BCBCA and additional non-waivable duties as provided under the Limited Partnership Act (Ontario). However, the Partnership Agreement provides that, if the general partner is a person other than Telesat Corporation or its successor: (i) it is not a breach of the general partner’s duties to engage in business interests and activities in preference to or to the exclusion of Telesat Partnership (or its | |
LORAL
|
| |
TELESAT CORPORATION
|
| |
TELESAT PARTNERSHIP
|
|
| | | such director and/or his or her related parties in a different capacity and they have informed Telesat Corporation of the opportunity (collectively the “Renunciation of Business Opportunities”). The Telesat Corporation Articles further provide that Telesat Corporation’s directors and certain related parties have not renounced the enumerated business opportunities and have no obligation to communicate or offer such opportunities to Telesat Corporation or its subsidiaries. See the section entitled “Risk Factors — The Telesat Corporation Articles will include a renunciation of certain business opportunities which could enable related parties to benefit from business opportunities that might otherwise be available to Telesat Corporation”. | | | subsidiaries); (ii) the general partner has no obligation to present business opportunities to Telesat Partnership (or its subsidiaries) and (iii) the doctrine of corporate opportunity does not apply to the general partner. | |
Forum Selection | | | | | | | |
None. | | | Under the Telesat Corporation Articles, unless Telesat Corporation consents in writing to the selection of an alternative forum, the British Columbia courts will be the sole and exclusive forum for: (1) derivative actions, (2) claims for breach of fiduciary duty, (3) claims under the BCBCA or the Telesat Corporation Articles, and (4) claims relating to the relationship between Telesat Corporation and its subsidiaries. To the extent a shareholder files a foreign action with respect to any such matters, the shareholder will be deemed to have consented to (i) the personal jurisdiction of the British Columbia courts and (ii) service on a shareholder being made by service on such shareholder’s counsel (in lieu of such shareholder). | | | The partners consent to the non-exclusive jurisdiction of the courts of Ontario. | |
LORAL
|
| |
TELESAT CORPORATION
|
| |
TELESAT PARTNERSHIP
|
|
Ability to Call Special Meetings | | | | | | | |
Under the DGCL, a Loral meeting of stockholders may be called by the board of directors or by any other person authorized to do so in the corporation’s certificate of incorporation or bylaws.
Under the Loral Charter and Loral’s amended and restated bylaws, the chairman of the board of directors, the chief executive officer and president, three or more members of the board of directors or the chief executive officer and president, at the request of a majority of the voting power of the then outstanding shares of capital stock then entitled to vote, may call at any time, a special meeting of stockholders.
|
| |
Under the BCBCA, shareholders who hold in the aggregate at least 1/20 of the issued shares of Telesat Corporation that carry the right to vote at general meetings may requisition a general meeting for the purpose of transacting any business that may be transacted at a general meeting. Upon meeting the technical requirements set out in the BCBCA for making such a requisition, the directors of the corporation must call a general meeting to be held not more than four months after the date on which the requisition was received. If they do not call such meeting within 21 days after receiving the requisition, the requisitioning shareholders, or any one or more of them holding, in the aggregate, more than 1/40 of the issued shares of the company that carry the right to vote at general meetings may send notice of a general meeting to be held to transact the business stated in the requisition.
In addition, the Telesat Corporation Articles provide that the Telesat Corporation Board may call special meetings of shareholders at any time.
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The general partner may call a general meeting of partners at any time and place as it deems appropriate in its absolute discretion. Holders of Telesat Partnership Units will not have the ability to requisition a meeting of partners.
Holders of Telesat Partnership Units will have the same right on an as-if-exchanged basis to requisition a meeting as holders of Telesat Corporation shares.
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Action by Written Consent | | | | | | | |
The DGCL provides that, except as otherwise stated in a corporation’s certificate of incorporation, stockholders may act by written consent without a meeting.
The Loral Charter provides that, subject to the rights of holders of any series of preferred stock, any action required or permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of a
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Under the BCBCA, shareholder action may be taken by a consent resolution, which is deemed to be a proceeding at a meeting of such shareholders and to be valid and effective as if passed at a meeting of shareholders.
A consent resolution requires the consent in writing of all shareholders entitled to vote on the resolution, except where the consent resolution is an “ordinary resolution”. An ordinary resolution may be passed if, after being submitted to all shareholders entitled to vote at
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Pursuant to the Partnership Agreement, an ordinary resolution includes a written resolution signed by partners holding in the aggregate more than 50% of the aggregate number of Telesat Partnership Units entitled to vote thereon (excluding Telesat Partnership Units held by Telesat Corporation and its subsidiaries) or at any adjournment of that meeting, called in accordance with the Partnership Agreement.
The holders of Telesat
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TELESAT CORPORATION
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TELESAT PARTNERSHIP
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meeting. | | | a general meeting, it is consented to in writing by holders of shares carrying at least a special majority of the votes entitled to be cast on the resolution. A special majority is typically 2/3 unless the articles of the company set the threshold for passing a special resolution at a higher level, up to 3/4, which the Telesat Corporation Articles do not. As such, 2/3 constitutes a special majority of the shareholders of Telesat Corporation. | | | Partnership Units will have the ability to participate in a written consent on an as-if-exchanged basis through the Special Voting Shares. | |
Advance Notice Requirements for Equityholder Proposals | | | | | | | |
Loral’s amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors other than nominations made by or at the direction of the board of directors. | | | The Telesat Corporation Articles contain the advance notice provisions summarized under “Description of Telesat Corporation Shares — Advance Notice Requirements”. | | | Not applicable. | |
Amendment of Governing Documents | | | | | | | |
The DGCL generally provides that amendments to a certificate of incorporation must be approved by the board of directors and then adopted by the vote of a majority of the outstanding voting power entitled to vote thereon, unless the certificate of incorporation requires a greater vote.
Under the Loral Charter, in addition to any affirmative vote of the holders of any particular class or series of the capital stock of Loral required by law or by the Loral Charter, the affirmative vote of the holders of not less than 80% in voting power of the outstanding shares then entitled to vote upon the election of directors generally, voting together as a single class, is required for the alteration, amendment, or repeal of (i) indemnification obligations of
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The Telesat Corporation Articles may only be amended with:
•
the approval required by the BCBCA (including, in certain cases, the class or series approval rights noted below),
•
so long as either MHR and/or PSP Investments is a 5% Holder, in the case of certain provisions of the Articles more fully described above under “Description of Telesat Corporation Shares — Approval of Matters — MHR and PSP Investments Approvals”, the vote of either a majority of the Specially Designated Directors then in office or at least a simple majority of the votes cast by the holders of Telesat Corporation Shares and Special Voting Shares, voting together as a single class, but
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The Partnership Agreement may only be amended with the consent of all of the following: (i) a majority of the shareholders of Telesat Corporation, (ii) a majority of the holders of Telesat Partnership Units, (iii) a majority of the shareholders of Telesat Corporation (other than Red Isle and any MHR entity and their respective affiliates and associates), and (iv) a majority of the holders of Telesat Partnership Units (other than those beneficially owned by Red Isle and any MHR entity and their respective affiliates and associates).
Any amendments to the rights, privileges, restrictions and conditions attaching to the Telesat Partnership Units will require (i) in the case of amendments that would increase or decrease the economic rights
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LORAL
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TELESAT CORPORATION
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TELESAT PARTNERSHIP
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Loral toward officers and directors set forth in the Loral Charter, and (ii) the provision providing for the 80% amendment threshold.
Under the DGCL, stockholders of a corporation entitled to vote and, if so provided in the certificate of incorporation, the directors of the corporation, each have the power, separately, to adopt, amend and repeal the bylaws of a corporation.
Loral’s amended and restated bylaws may be amended only by its board of directors or upon the vote of holders of at least 80% of the votes entitled to be cast by the outstanding capital stock in the election of the board of directors.
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excluding shares of Telesat Corporation beneficially owned by PSP Investments, MHR, or their respective affiliates or associates and Special Voting Shares to the extent that the vote thereof is directed by PSP Investments, MHR, or their respective affiliates or associates, and
•
prior to the occurrence of an Unwind Transaction, the approval of a simple majority of the votes cast by the holders of Telesat Corporation Shares and Special Voting Shares, voting together as a single class.
Under the BCBCA, most changes to a company’s notice of articles or articles require the passage of the type of resolution specified by the BCBCA or, if the BCBCA does not specify the type of resolution, by the type of resolution specified by the company’s articles.
Where the Telesat Corporation Articles contain a right or special right attached to issued shares, any change that will prejudice or interfere with those rights must be consented to by a special separate resolution of the holders of that class or series of shares.
See “Telesat Corporation Shares — Corporate Approvals”.
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of a Telesat Partnership Unit relative to the applicable class of Telesat Public Shares, approval by (a) an ordinary resolution passed by holders of the applicable class of Telesat Partnership Units, (b) a majority of the applicable class of Telesat Public Shares and (c) the general partner, (ii) in the case of any amendment (x) not covered by (i) and (y) that would affect the rights, privileges, restrictions or conditions attaching to certain of the Telesat Partnership Unit in a manner adverse to those holders of Telesat Partnership Units relative to other holders, with the approval of the holders of the adversely affected Telesat Partnership Units and the general partner, or (iii) in the case of any other amendment that would affect the rights privileges, restrictions or conditions attaching to the Telesat Partnership Units, until the Special Board Date, with the approval of a majority of the Specially Designated Directors then in office.
In addition, Telesat Corporation has the unilateral right to make certain technical amendments of the Partnership Agreement.
See “Description of Telesat Partnership Units and GP Units — Amendments to the Partnership Agreement”.
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Anti-Takeover Statutes | | | | | | | |
Section 203 of the DGCL prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the date the person became an interested stockholder, unless the “business combination” or the transaction in which the person became an interested stockholder is approved in a prescribed manner. | | | The BCBCA provides that if a person (“acquiring person”) makes an offer to acquire shares, or any class of shares, to shareholders of a company and, within four months after the making of the acquisition offer, the offer is accepted by shareholders that hold at least 9/10 of the shares or the shares of the class involved (other than those already held by the acquiring person), the acquiring | | | Not applicable. | |
LORAL
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TELESAT CORPORATION
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TELESAT PARTNERSHIP
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Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An “interested stockholder” is defined generally as a person who, together with affiliates and associates, owns or within three years prior to the determination of interested stockholder status, did own, 15% or more of a corporation’s voting stock.
Loral is subject to section 203 of the DGCL.
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person may, within five months of making the offer, send written notice to any offeree who did not accept the offer stating that the acquiring person wishes to acquire the shares of that offeree. The delivery of such a notice by the acquiring person obligates it to acquire such shares for the same price and on the same terms contained in the acquisition offer unless a court orders otherwise.
If an acquiring person does not send a notice to an offeree who did not accept the offer within one month of becoming entitled to do so, the acquiring person must send a written notice to the offeree stating that the offeree may require the acquiring person to acquire the shares of the offeree involved in the acquisition offer on the same terms and conditions as the acquisition offer, within three months of the notice.
Pursuant to applicable Canadian securities laws, an offer to acquire outstanding voting securities or equity securities of a class made to one or more persons, where the securities subject to the offer to acquire, together with the offeror’s securities, constitute in the aggregate 20% or more of the outstanding securities of such class of securities on the date of the offer to acquire constitutes a “take-over bid” for purposes of the applicable Canadian provincial securities laws. Absent relying on an exemption, such offer to acquire would need to be made by way of a formal take-over bid to all shareholders.
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Mergers and Similar Transactions
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Under the DGCL, the approval of the board of directors and the holders of a majority of the shares entitled to vote is required for a merger, consolidation or sale of all of substantially all of a | | | Under the BCBCA, a corporation may amalgamate with another corporation that is not wholly owned by it or under common ownership with if it enters into an amalgamation | | | For so long as Telesat Partnership Units remain outstanding, Telesat Corporation will not (i) propose or recommend a formal offer for Telesat Corporation Shares unless holders of Telesat Partnership | |
LORAL
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TELESAT CORPORATION
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TELESAT PARTNERSHIP
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corporation’s assets.
The DGCL further provides that a “short-form merger” may be consummated by an acquirer that owns at least 90% of the shares of the target company without approval of the board of the target company or a separate shareholder vote.
The DGCL also sets out certain circumstances where a company may effect a short-form merger if the acquirer owns a sufficient number of shares to approve the merger (typically a majority of the outstanding shares) following the completion of a tender offer.
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agreement with the counterparty that complies with certain statutory requirements and if the amalgamation agreement is adopted by a 2/3 resolution (if not otherwise specified in the company’s articles) of shareholders, including shareholders that otherwise do not have the right to vote.
Shareholders of classes or series of shares that have attached to them rights and restrictions that would be prejudiced or interfered with by the adoption of the amalgamation agreement must provide their class or series approval to the agreement by way of a special separate resolution. In addition, approval of the British Columbia court or filings with the registrar must be made as prescribed by the BCBCA that ensure the interests of creditors of the amalgamating corporations are not prejudiced.
A corporation may also propose an arrangement with shareholders and others that, among other things, alters the notice of articles or articles of the corporation, alters special rights and restrictions attaching to shares, provides for the amalgamation of one or more corporations or transfers all or any part of the property of the corporation to another corporation in exchange for money or other property of the other corporation. In order for an arrangement to become effective, shareholders must approve of it by a 2/3 resolution (if not otherwise specified in the company’s articles), including shareholders that otherwise do not have the right to vote. Separate classes and series of shares with whom an arrangement is proposed will have separate class votes. Court
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Units are entitled to participate in the offer to the same extent as the holders of Telesat Corporation Shares or (ii) propose or recommend a formal offer for Telesat Partnership Units unless holders of Telesat Corporation Shares are entitled to participate in the offer to the same extent and on an equitably equivalent basis as the holders of Telesat Partnership Units.
So long as any Telesat Partnership Units are outstanding, Telesat Corporation will not consummate a transaction in which all or substantially all of its undertaking, property and assets would become the property of any other person or, in the case of an amalgamation, arrangement or merger, of the continuing corporation resulting therefrom. This does not apply to a transaction if such other person or continuing corporation by operation of law, becomes bound by the Partnership Agreement and the Trust Voting Agreement or, if not so bound, executes an agreement to evidence the assumption of all of the rights and obligations of the general partner under the Partnership Agreement, approval is received by either a majority of the Specially Designated Directors or at least a simple majority of the votes of the Telesat Corporation Shares and such transaction is on terms and conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of any party to the Partnership Agreement.
Nothing in the Partnership Agreement prevents Telesat Corporation from amalgamating or merging with any wholly owned direct or indirect
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approval will also be required.
A disposal of substantially all of the undertaking of the corporation requires authorization of shareholders by way of a 2/3 resolution (if not otherwise specified in the company’s articles), unless carried out in the ordinary course of business.
Prior to the occurrence of an Unwind Transaction, taking an action to effect an amalgamation, merger or other combination of Telesat Corporation with another person or to consolidate, recapitalize or reorganize Telesat Corporation or to continue Telesat Corporation under the laws of another jurisdiction requires the following approval:
•
the approval required by the BCBCA, and
•
the vote of a majority of the Telesat Corporation Shares and the Special Voting Shares, voting together as a single class.
In addition, until such time as neither MHR nor PSP Investments is a 5% holder, and where the consideration to be received by holders of Telesat Corporation Shares in such transaction is equity securities not listed on certain designated exchanges, either the approval of a majority of the Specially Designated Directors, or simple majority of the shares held by holders not affiliated with a party with the right to designate a director nominee.
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| | subsidiary provided that all assets of such a subsidiary are transferred either to Telesat Corporation, to another wholly owned subsidiary of Telesat Corporation, or are distributed among the subsidiary’s shareholders. | |
Preemptive Rights | | | | | | | |
None. | | | None. | | | None. | |
Exculpation of Directors and Officers | | | | | | | |
As permitted by the DGCL, the Loral Charter provides that its directors will not be personally liable to Loral or its stockholders | | | The Telesat Corporation Articles provide that, to the extent permitted by law, directors and officers of Telesat Corporation | | | Under the Partnership Agreement, Telesat Partnership will not be personally liable for returning any limited partner’s | |
LORAL
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TELESAT CORPORATION
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TELESAT PARTNERSHIP
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for monetary damages for breach of fiduciary duty as a director, except for liability:
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for any breach of the director’s duty of loyalty;
•
for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
•
under Section 174 of the DGCL, relating to unlawful payment of dividends or unlawful stock purchase or redemption of stock; or
•
for any transaction from which the director derives an improper personal benefit.
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| | will not be held liable for the acts of any other director, officer or employee, for any loss, damage or expense resulting to Telesat Corporation through the insufficiency or deficiency of title to any property or assets, or for losses/damages arising from the bankruptcy or insolvency or tortious act of any party who may hold or misappropriate assets of Telesat Corporation, unless such indemnified party would be held liable due to their failure to act honestly and in good faith with a view to the best interests of Telesat Corporation or to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. | | |
capital contribution to Telesat Partnership.
None of Telesat Partnership’s general partner, its officers, directors, shareholders, employees or agents will be liable for damages or otherwise to Telesat Partnership or its limited partners for an action taken or failure to act on behalf of Telesat Partnership within the scope of the authority given to the general partner of Telesat Partnership under the Partnership Agreement or by law, unless the act or omission was performed or omitted in breach of the general partner’s duties.
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LORAL
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TELESAT CORPORATION
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TELESAT PARTNERSHIP
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Directors’ and Officers’ Indemnification | | | | | | | |
Loral’s directors and officers are indemnified to the fullest extent authorized by the DGCL, including the right to be advanced defense expenses.
Loral maintains director and officer liability insurance for the benefit of all of the directors and officers of Loral for liability incurred by them in such capacity.
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The Telesat Corporation Articles require Telesat Corporation to indemnify directors and officers of Telesat Corporation, former directors or officers of Telesat Corporation or other individuals who, at Telesat Corporation’s request, act or acted as directors or officers or in a similar capacity of another entity and such person’s heirs and legal representatives to the extent permitted by the BCBCA.
In accordance with the Telesat Corporation Articles, it is expected that Telesat Corporation will purchase director and officer liability insurance for the benefit of all of the directors and officers of Telesat Corporation for liability incurred by them in such capacity. It is also anticipated that Telesat Corporation will enter into indemnification agreements under which it will hold such indemnitees harmless to the fullest extent permitted by the BCBCA for liabilities arising out of their nexus with Telesat Corporation and Telesat Corporation will advance all defense expenses.
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Under the Partnership Agreement, in most circumstances, Telesat Partnership will indemnify any party that is or has been a general partner of Telesat Partnership or any of its affiliates, or any current or former officer, director, employee, partner, agent or trustee of such general partner or its affiliates (or any person taking action at the direction of such a person), and such indemnity will apply in the circumstances described above under “Exculpation of Directors and Officers — Telesat Partnership”.
This indemnification will be made only out of the assets of Telesat Partnership and will only be available if the Telesat Partnership indemnitee acted honestly and in good faith, with a view to the best interests of Telesat Partnership.
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Equityholder Rights Plan | | | | | | | |
In order to protect the integrity of the stockholder vote on the Transaction, the Loral Board has adopted the Loral Stockholder Rights Plan, which would be triggered if a person or group of persons acquires or announces the intention to acquire shares of Loral Voting Common Stock such that, after giving effect to such acquisition, such person or group of persons would own more than 15% of the shares of Loral Voting Common Stock held by Loral stockholders who are not affiliated with MHR or any party to the Transaction | | |
Telesat Corporation is not expected to adopt a shareholder rights plan upon the Closing.
The Telesat Corporation board of directors could adopt a shareholder rights plan without prior shareholder approval at any future time but, if the Telesat Public Shares are listed on the TSX, would be required to seek approval of shareholders (simple majority) at the next meeting of shareholders of Telesat Corporation in accordance with the requirements of the TSX. Securities regulators in Canada
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| | Not applicable. | |
LORAL
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TELESAT CORPORATION
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TELESAT PARTNERSHIP
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Agreement or certain of their respective affiliates as provided in the Transaction Agreement, or for those Loral stockholders already over such 15% threshold, if such stockholder increases its ownership of such shares in Loral by 0.001% or more. The Loral Stockholders Rights Plan will expire immediately on the first to occur of: receipt of the Requisite Stockholder Vote, termination of the Transaction Agreement and November 22, 2021. See “The Transaction — Loral Stockholder Rights Plan”. | | | will generally not permit a reporting issuer to utilize a shareholder rights plan to prevent shareholders from tendering to a formal take-over bid made to all shareholders. | | | | |
Oppression Remedy | | | | | | | |
The DGCL does not provide for an oppression remedy. | | |
The BCBCA provides an oppression remedy that enables a court to make an order, whether interim or final, if an application is made to a court by a shareholder in a timely manner and it appears to the court that there are reasonable grounds for believing (i) that the affairs of the company are being or have been conducted, or the powers of the directors are being or have been exercised, in a manner that is oppressive to one or more shareholders, or (ii) that some act of the company has been done or is threatened, or that some resolution of the shareholders or of the shareholders holding shares of a class or series of shares has been passed or is proposed, that is unfairly prejudicial to one or more of the shareholders. The term shareholder includes a beneficial owner of a share of the company and any other person whom the court considers to be an appropriate person to make an application.
The oppression remedy provides the court with very broad and flexible powers to intervene in corporate affairs to protect shareholders. While conduct that
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| | Not applicable. | |
LORAL
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TELESAT CORPORATION
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TELESAT PARTNERSHIP
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| | | is in breach of fiduciary duties of directors or that is contrary to the legal rights of a shareholder will normally trigger the court’s jurisdiction under the oppression remedy, the exercise of that jurisdiction does not depend on a finding of a breach of those legal and equitable rights. | | | | |
Quorum of Shareholders | | | | | | | |
Loral’s amended and restated bylaws provide that the holders of at least a majority in voting power of the capital stock of Loral entitled to vote at any meeting of shareholders, present in person or represented by proxy, constitute a quorum for the transaction of business at all meetings of Loral stockholders. If a quorum is not present, the chairman of the meeting or the holders of at least a majority in voting power of the capital stock of Loral present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting. | | | The Telesat Corporation Articles provide that the quorum for any meeting shall be the presence in person or by proxy of shareholders holding shares representing no less than a majority of the votes entitled to be cast at the meeting. | | | A quorum at any meeting of partners will consist of one or more partners present in person or by proxy holding a majority of the voting power which may be exercised at such meeting. | |
Inspection of Corporate Records | | | | | | | |
Under the DGCL, any stockholder may inspect Loral’s stock ledger, a list of its stockholders, and its other books and records for a proper purpose during usual business hours. Moreover, under the DGCL and Loral’s amended and restated bylaws, Loral must make available, before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, showing the address of each stockholder and the number of registered shares in the name of each stockholder. The list must be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten days prior to the meeting on a reasonably accessible electronic | | | Under the BCBCA, a company must keep the company records listed in Section 42 of the BCBCA, including its charter documents, minutes and resolutions of shareholders and directors and certain registers. A company must keep different records available for inspection and copying by certain classes of persons, including current directors, former directors, shareholders, former shareholders, qualifying debentures and members of the public. If the company is a public company, any person may, without charge, inspect all of the records except minutes or resolutions of the directors and committees of the board and certain other specific documents. | | |
The general partner is required to keep appropriate books and records with respect to Telesat Partnership’s business at the principal office of Telesat Partnership. The general partner will forward to the limited partners all reports and financial statements that may be required under applicable securities legislation.
Subject to the right of the general partner to keep Telesat Partnership information confidential, each limited partner shall have the right, for a purpose reasonably related to that limited partner’s own interest as a limited partner in Telesat Partnership, to receive the following:
•
a current list of the name and
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LORAL
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TELESAT CORPORATION
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TELESAT PARTNERSHIP
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network (provided that the information required to gain access to such list is provided with notice of the meeting) or during normal business hours, at the principal place of business of Loral. The list must also be produced at the time and place of the meeting during the whole time thereof. | | | Further, companies may, by ordinary resolution, impose restrictions on the times during which a person, other than a current director, may inspect their records, but those restrictions must comply with the inspection times prescribed by regulation. | | |
last known address of each limited partner;
•
copies of the Partnership Agreement, the declaration of limited partnership and the current record of the partners of Telesat Partnership;
•
copies of all documents filed by Telesat Partnership with a securities regulatory authority in Canada;
•
copies of minutes of meetings of the partners; and
•
any other information regarding the affairs of Telesat Partnership as is just and reasonable.
Pursuant to the Partnership Agreement, Telesat Corporation agrees that holders of Telesat Partnership Units shall have the right to inspect its books and records as set forth in Section 46, 48, 196(4) and (5), 436(2) and 428(1) of the BCBCA.
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| | | | | A-73 | | | |
| | | | | A-77 | | | |
| | | | | A-79 | | | |
| | | | | A-79 | | | |
| | | | | A-80 | | | |
| | | | | A-80 | | | |
| | | | | A-80 | | | |
| | | | | A-82 | | | |
| | | | | A-85 | | | |
| | | | | A-85 | | | |
| | | | | A-85 | | | |
| | | | | A-86 | | | |
| | | | | A-86 | | | |
| | | | | A-87 | | | |
| | | | | A-88 | | | |
| | | | | A-88 | | | |
| | | | | A-88 | | | |
| | | | | A-89 | | | |
| | | | | A-89 | | | |
| | | | | A-90 | | | |
| | | | | A-90 | | | |
| | | | | A-90 | | | |
| | | | | A-91 | | | |
| | | | | A-91 | | | |
| | | | | A-91 | | | |
| | | | | A-91 | | |
| | | | | A-92 | | | |
| | | | | A-93 | | | |
| | | | | A-93 | | | |
| | | | | A-93 | | | |
| | | | | A-93 | | | |
| | | | | A-93 | | | |
| | | | | A-93 | | | |
| | | | | A-94 | | | |
| | | | | A-94 | | | |
| | | | | A-94 | | | |
| | | | | A-94 | | | |
| | | | | A-95 | | | |
| | | | | A-95 | | |
|
Schedule 1:
Individual Transit Stockholders
|
|
|
Schedule 2:
Sample Statement
|
|
|
Exhibit A:
Form of Voting Director Contribution Agreement
|
|
|
Exhibit B:
Form of Stockholder Contribution Agreement
|
|
|
Exhibit C:
Form of Optionholder Exchange Agreement
|
|
|
Exhibit D:
Voting Support Agreement
|
|
|
Exhibit E:
Form of Trust Agreement
|
|
|
Exhibit F:
Form of Trust Voting Agreement
|
|
|
Exhibit G:
Form of Amended and Restated Topco Organizational Documents
|
|
|
Exhibit H:
Form of Topco Post-Closing Investor Rights Agreements
|
|
|
Exhibit I:
Form of Registration Rights Agreement
|
|
|
Exhibit J:
Form of Canadian LP Partnership Agreement
|
|
|
Exhibit K:
Form of Leo Amended and Restated Certificate of Incorporation
|
|
|
Exhibit L:
Accounting Principles
|
|
|
Exhibit M:
Form of Leo Shareholder Rights Plan
|
|
| |
Number of Options
|
| | |
Number of Tandem SARs
|
| | |
Exercise Price Per
Option/SAR (CAD $) |
| |
| | | | | | | | | | | | |
| |
Number of Options
|
| | |
Number of Tandem SARs
|
| | |
Exercise Price Per
Option/SAR (CAD $) |
| |
| | | | | | | | | | | | |
| |
Number of RSUs
|
| |
| | | | |
| |
Number of RSUs
|
| |
| | | | |
Name
|
| |
Address for Notice
|
| |
Voting
Common Stock |
| |
Non-Voting
Common Stock |
| ||||||
MHR Institutional Partners LP
|
| |
1345 Ave of the Americas
42nd Floor New York, NY 10105 |
| | | | 2,123,874 | | | | | | — | | |
MHRA LP
|
| | 1345 Ave of the Americas 42nd Floor New York, NY 10105 | | | | | 205,476 | | | | | | — | | |
MHRM LP
|
| | 1345 Ave of the Americas 42nd Floor New York, NY 10105 | | | | | 305,541 | | | | | | — | | |
MHR Institutional Partners II LP
|
| | 1345 Ave of the Americas 42nd Floor New York, NY 10105 | | | | | 960,033 | | | | | | 540,200 | | |
MHR Institutional Partners IIA LP
|
| | 1345 Ave of the Americas 42nd Floor New York, NY 10105 | | | | | 2,418,660 | | | | | | 1,360,934 | | |
MHR Institutional Partners III LP
|
| | 1345 Ave of the Americas 42nd Floor New York, NY 10105 | | | | | 1,211,467 | | | | | | 6,389,497 | | |
MHR Capital Partners Master Account II
Holdings LLC |
| | 1345 Ave of the Americas 42nd Floor New York, NY 10105 | | | | | 1,115,347 | | | | | | 1,089,120 | | |
MHR Capital Partners Master Account LP | | | 1345 Ave of the Americas 42nd Floor New York, NY 10105 | | | | | 34,732 | | | | | | — | | |
MHR Capital Partners (100) Account LP
|
| | 1345 Ave of the Americas 42nd Floor New York, NY 10105 | | | | | 154,289 | | | | | | 125,922 | | |
TOTAL
|
| | | | | | | 8,529,419 | | | | | | 9,505,673 | | |
LIENS:
|
| | | | | | | | | | | | | | | |
| | |
Page
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| | | | F-1 | | | |
| | | | F-1 | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
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| | | | F-3 | | | |
| | | | F-3 | | | |
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| | | | F-4 | | | |
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| | | | F-8 | | | |
| | | | F-8 | | | |
| | | | F-8 | | | |
| | | | F-10 | | | |
| | | | F-10 | | | |
| | | | F-10 | | | |
| | | | F-11 | | | |
| | | | F-11 | | | |
| | | | F-12 | | | |
| | | | F-12 | | | |
| | | | F-12 | | | |
| | | | F-12 | | |
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| | | | F-13 | | | |
| | | | F-13 | | | |
| | | | F-13 | | | |
| | | | F-13 | | | |
| | | | F-13 | | | |
| | | | F-13 | | | |
| | | | F-14 | | | |
| | | | F-14 | | | |
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|
| | ||
| | | | F-14 | | | |
| | | | F-14 | | | |
| | | | F-14 | | |
|
WITNESS
|
| |
[SETTLOR]
|
|
| | |
Page
|
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| | | | G-1 | | | |
| | | | G-1 | | | |
| | | | G-3 | | | |
| | | | G-4 | | | |
| | | | G-4 | | | |
| | | | G-4 | | | |
| | | | G-4 | | | |
| | | | G-4 | | | |
| | | | G-4 | | | |
| | | | G-5 | | | |
| | | | G-5 | | | |
| | | | G-6 | | | |
| | | | G-6 | | | |
| | | | G-6 | | | |
| | | | G-7 | | | |
| | | | G-7 | | | |
| | | | G-7 | | | |
| | | | G-7 | | | |
| | | | G-8 | | | |
| | | | G-9 | | | |
| | | | G-9 | | | |
| | | | G-9 | | | |
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| | | | G-10 | | | |
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| | | | G-10 | | | |
| | | | G-10 | | | |
| | | | G-10 | | | |
| | | | G-10 | | | |
| | | | G-11 | | | |
| | | | G-11 | | | |
| | | | G-11 | | | |
| | | | G-11 | | | |
| | | | G-11 | | |
| | | | | H-1 | | | |
| | | | | H-9 | | | |
| | | | | H-10 | | | |
| | | | | H-10 | | | |
| | | | | H-11 | | | |
| | | | | H-11 | | | |
| | | | | H-11 | | | |
| | | | | H-12 | | | |
| | | | | H-14 | | | |
| | | | | H-15 | | | |
| | | | | H-17 | | | |
| | | | | H-19 | | | |
| | | | | H-22 | | | |
| | | | | H-23 | | | |
| | | | | H-23 | | | |
| | | | | H-26 | | | |
| | | | | H-27 | | | |
| | | | | H-27 | | | |
| | | | | H-28 | | | |
| | | | | H-29 | | | |
| | | | | H-29 | | | |
| | | | | H-33 | | | |
| | | | | H-34 | | | |
| | | | | H-35 | | | |
| | | | | H-36 | | | |
| | | | | H-40 | | |
| Company Name: | | | Telesat Corporation | |
| Translations of Company Name | | | n/a | |
| Incorporation Number: | | | BC1270976 | |
| DATED: •. | | | | |
|
Signature of Incorporator
Name of Incorporator: Henry Intven |
| | | |
| | |
Page
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| | | | I-1 | | | |
| | | | I-1 | | | |
| | | | I-5 | | | |
| | | | I-5 | | | |
| | | | I-5 | | | |
| | | | I-6 | | | |
| | | | I-7 | | | |
| | | | I-7 | | | |
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| | | | I-8 | | | |
| | | | I-9 | | | |
| | | | I-9 | | | |
| | | | I-9 | | | |
| | | | I-10 | | | |
| | | | I-10 | | | |
| | | | I-10 | | | |
| | | | I-12 | | | |
| | | | I-12 | | | |
| | | | I-12 | | | |
| | | | I-12 | | | |
| | | | I-13 | | | |
| | | | I-13 | | | |
| | | | I-13 | | | |
| | | | I-13 | | | |
| | | | I-14 | | | |
| | | | I-14 | | | |
| | | | I-14 | | | |
| | | | I-15 | | | |
| | | | I-15 | | | |
| | | | I-16 | | | |
| | | | I-16 | | | |
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| | | | I-17 | | | |
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| | | | I-17 | | | |
| | | | I-17 | | | |
| | | | I-18 | | |
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| | | | J-1 | | | |
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| | | | J-5 | | | |
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| | | | J-6 | | | |
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| | | | J-9 | | | |
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| | | | J-10 | | | |
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| | | | J-12 | | | |
| | | | J-12 | | | |
| | | | J-12 | | | |
| | | | J-12 | | | |
| | | | J-13 | | | |
| | | | J-13 | | | |
| | | | J-13 | | | |
| | | | J-13 | | | |
| | | | J-14 | | | |
| | | | J-14 | | | |
| | | | J-14 | | | |
| | | | J-15 | | | |
| | | | J-15 | | | |
| | | | J-16 | | | |
| | | | J-16 | | | |
| | | | J-16 | | | |
| | | | J-17 | | | |
| | | | J-17 | | | |
| | | | J-17 | | | |
| | | | J-18 | | | |
| | | | J-18 | | |
| Section 96(1)(a) | | | the offer, transfer, sale, renunciation or delivery is to: | |
| | | |
(i)
persons whose ordinary business, or part of whose ordinary business, is to deal in securities, as principal or agent;
|
|
| | | |
(ii)
the South African Public Investment Corporation;
|
|
| | | |
(iii)
persons or entities regulated by the Reserve Bank of South Africa;
|
|
| | | |
(iv)
authorised financial service providers under South African law;
|
|
| | | |
(v)
financial institutions recognised as such under South African law;
|
|
| | | |
(vi)
a wholly-owned subsidiary of any person or entity contemplated in (c), (d) or (e), acting as agent in the capacity of an authorised portfolio manager for a pension fund, or as manager for a collective investment scheme (in each case duly registered as such under South African law); or
|
|
| | | |
(vii)
any combination of the person in (i) to (vi); or
|
|
| Section 96(1)(b) | | | the total contemplated acquisition cost of the securities, for any single addressee acting as principal is equal to or greater than ZAR1,000,000 or such higher amount as may be promulgated by notice in the Government Gazette of South Africa pursuant to section 96(2)(a) of the South African Companies Act. | |
| | | | | L-2 | | | |
| | | | | L-2 | | | |
| | | | | L-11 | | | |
| | | | | L-11 | | | |
| | | | | L-11 | | | |
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| | | | | L-12 | | | |
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| | | | | L-13 | | | |
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| | | | | L-20 | | | |
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| | | | | L-27 | | | |
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| | | | | L-35 | | | |
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| | | | | L-38 | | | |
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| | | | | L-38 | | | |
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| | | | | L-40 | | | |
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| | | | | L-42 | | | |
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| | | | | L-44 | | | |
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| | | | | L-48 | | | |
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| | | | | L-49 | | |
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| | | | | L-50 | | | |
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| | | | | L-51 | | | |
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| | | | | L-51 | | | |
| | | | | L-51 | | | |
| | | | | L-51 | | |
| | | |
TELESAT CORPORATION
in its own capacity and as General Partner of the Partnership and agent and attorney for the Leo Electing Stockholders |
|
| | | |
|
|
| | | |
Name:
Title: |
|
| | | | RED ISLE PRIVATE INVESTMENTS INC. | |
| | | |
|
|
| | | |
Name:
Title: |
|
| | | |
|
|
| | | |
Name:
Title: |
|
| | | |
PUBLIC SECTOR PENSION INVESTMENT BOARD
solely for the limited purposes described herein |
|
| | | |
|
|
| | | |
Name:
Title: |
|
| | | |
|
|
| | | |
Name:
Title: |
|
| | | |
John Cashman
|
|
| | | |
Colin Watson
|
|
| | | |
Henry Intven
|
|
|
(Signature of Record Holder) |
| |
(Name of Record Holder) |
| |
(Date) |
|
Canadian Broker Name: |
|
Canadian Broker Address: |
|
Canadian Broker CUID: |
|
Canadian Broker Account Number: |
|
Canadian Broker Phone Number: |
|
Signature of Record Holder: |
|
U.S. Broker Name: |
|
U.S. Broker Address: |
|
U.S. Broker DTC Number: |
|
Account Number: |
|
U.S. Broker Contact Name: |
|
U.S. Broker Phone Number: |
|
Signature of Record Holder: |
|
| | |
Page
|
| |||
| | | | N-1 | | | |
| | | | N-4 | | | |
| | | | N-5 | | | |
| | | | N-6 | | | |
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| | | | N-7 | | | |
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|
| |
LionTree Advisors LLC
660 Madison Avenue, 15th Floor New York, NY 10065 |
|
|
|
| |
STRICTLY CONFIDENTIAL
|
|
| | | | Very truly yours, | | ||||||
| | | | TELESAT CANADA | | ||||||
| | | | By: | | |
/s/ Christopher S. DiFrancesco
|
| |||
| | | | | | | Name: | | | Christopher S. DiFrancesco | |
| | | | | | | Title: | | | Vice President, General Counsel and Secretary | |
| LORAL SPACE & COMMUNICATIONS INC. | | |||||||||
| By: | | |
/s/ Avi Katz
|
| | |||||
| | | | Name: Avi Katz | | | | | |||
| | | | Title: President, General Counsel and Secretary | | | |||||
| PUBLIC SECTOR INVESTMENT PENSION BOARD | | |||||||||
| By: | | |
/s/ David Morin /s/ Selin Bastin
|
| | |||||
| | | | Name: David Morin/Selin Bastin | | | |||||
| | | | Title: Authorized Signatories | | |
(b)
|
(1)
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That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form. |
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Name
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Title
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Date
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/s/ Daniel Goldberg
Daniel Goldberg
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| | Chief Executive Officer and Executive Director (Principal Executive Officer) of Telesat Corporation and Telesat Partnership LP | | |
June 24, 2021
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/s/ Andrew Browne
Andrew Browne
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| | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of Telesat Corporation and Telesat Partnership LP | | |
June 24, 2021
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*
Henry Intven
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| | Director of Telesat Corporation | | |
June 24, 2021
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*By:
/s/ Daniel Goldberg
Attorney-in-fact
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement No. 333-255518 on Form F-4/A of our reports dated March 8, 2021 relating to the consolidated financial statements of Loral Space & Communications Inc. and subsidiaries and the effectiveness of Loral Space & Communications Inc. and subsidiaries internal control over financial reporting, appearing in the Annual Report on Form 10-K of Loral Space & Communications Inc. and subsidiaries for the year ended December 31, 2020. We also consent to the reference to us under the heading "Experts" in such Registration Statement.
/s/ Deloitte & Touche LLP
New York, New York
June 24, 2021
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use in this Registration Statement on Form F-4 of our report dated March 3, 2021, relating to the financial statements of Telesat Canada and to the reference to us under the heading “Experts” in such Registration Statement.
We also consent to the use in this Registration Statement on Form F-4 of our report dated February 11, 2021, relating to the financial statements of Telesat Corporation and to the reference to us under the heading “Experts” in such Registration Statement.
We also consent to the use in this Registration Statement on Form F-4 of our report dated February 11, 2021, relating to the financial statements of Telesat Partnership LP and to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Deloitte LLP | |
Chartered Professional Accountants | |
Licensed Public Accountants | |
Toronto, Canada | |
June 24, 2021 |
Exhibit 99.1
Consent of LionTree Advisors LLC
We hereby consent to (i) the inclusion of our opinion letter dated November 23, 2020, to the Board of Directors, and the Special Committee of the Board of Directors, of Loral Space & Communications Inc. (“Loral”) as Annex Q to the proxy statement/prospectus which forms a part of Amendment No. 2 to the registration statement on Form F-4 of Telesat Corporation and Telesat Partnership LP (collectively, “Registrants”), filed with the Securities and Exchange Commission as of the date hereof (the “Registration Statement”) relating to the proposed transactions involving Loral, the Registrants, Telesat Canada, Telesat CanHold Corporation, Lion Combination Sub Corporation, Public Sector Pension Investment Board, and Red Isle Private Investments Inc. and (ii) all references to such opinion in the sections captioned “Summary—Opinion of LionTree Advisors LLC,” “The Transaction—Background of the Transaction,” “The Transaction—Recommendation of the Special Committee to the Loral Board and the Special Committee’s Reasons for Making its Recommendation,” “The Transaction—Recommendation of the Loral Board and its Reasons for the Transaction,” and “The Transaction—Opinion of LionTree Advisors LLC” of such proxy statement/prospectus. The foregoing consent applies only to the Registration Statement being filed with the Securities and Exchange Commission as of the date hereof and not to any amendments or supplements thereto, and our opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to in whole or in part in any other registration statement (including any subsequent amendments to the above-mentioned Registration Statement), proxy statement or any other document, except in accordance with our prior written consent.
In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “expert” as used in the Securities Act, or the rules and regulations of the Securities and Exchange Commission thereunder.
/s/ LionTree Advisors LLC | |
New York, New York | |
June 24, 2021 |
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By Hand or by Courier:
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By Mail:
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100 University Avenue, 8th Floor, North Tower
Toronto, Ontario M5J 2Y1 |
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P.O. Box 7021
31 Adelaide St E Toronto, ON M5C 3H2 Attention: Corporate Actions |
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By Email Transmission:*
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depositoryparticipant@computershare.com
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*(Email transmission is permitted only if all of the following conditions are met: (1) the Loral Common Shares to be exchanged are not represented by certificates; (2) the undersigned is not utilizing the Special Issuance Instructions; and (3) a Medallion Signature Guarantee is not required)
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For Questions:
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Toll Free: 1-800-564-6253
Email: corporateactions@computershare.com |
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ELECTION FORM CHECKLIST
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| | STEP | | | | | PAGE | | | |
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Step 1 — Complete Election Table, including the forms below if applicable
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Form NR301, Form NR302 or Form NR303 (if you are not Canadian and you made a Telesat Partnership Election with respect to all or any portion of your Deposited Shares).
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Declaration of Canadian residency for purposes of the the Income Tax Act (Canada) (if you are Canadian and you made a Telesat Partnership Election with respect to all or any portion of your Deposited Shares).
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Declaration of Canadian status (“Canadian Status Declaration”) (if you made an election to exchange your Loral Common Shares for Class A Units and/or Class A Shares).
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Step 2 — Signatures
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Provide the requested Stockholder information.
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Guarantor Signature (if applicable).
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Step 3 — If applicable: (a) Complete Special Issuance Instructions (if Telesat Corporation
Shares and/or Telesat Partnership Units are to be issued to an individual or entity that is different from that of the registered holder), or (b) Complete Special Delivery Instructions (if Telesat Corporation Shares and/or Telesat Partnership Units are to be issued to the registered holder at an address different from the registered address) |
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Step 4 — Complete Form W-9 or Form W-8 (as applicable)
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Step 5 — Statement of Lost Certificates (if you hold your Deposited Shares in certificated form
and such certificates have been lost, stolen or destroyed, you will need to complete and sign the Statement of Lost Certificates) |
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*
As further described herein and in the Proxy Statement/Prospectus (defined below), only Canadian holders may elect to receive Class A Shares and/or Class A Units (see Instruction 12 below).
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ELECTION TABLE
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Deposited Shares
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Election Choices
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Name(s) and Address(es) of Registered Holder(s)(1)
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Certificate Number(s) or Computershare Holder ID(2)
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Number of Loral Common Shares Deposited
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Telesat Partnership Election
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Telesat Corporation Election
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Class A Units(3), (4)
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| | | Class B Units(3) | | | | Class A Shares(4) | | | | Class B Shares | | | |||||||||||||
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| | LORAL STOCKHOLDERS THAT MAKE A TELESAT PARTNERSHIP ELECTION: | | |
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Holders that are Not Residents of Canada. A holder (other than a holder that is a resident of Canada for the purposes of the Income Tax Act (Canada)) must complete and return with this Election Form Canada Revenue Agency Form NR301 (for use by non-residents other than partnerships or hybrid entities), Form NR302 (for use by partnerships) or Form NR303 (for use by hybrid entities) as applicable (See Instruction 11 below).
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Holders that are Residents of Canada. A holder that is a resident of Canada for the purposes of the Income Tax Act (Canada) must complete the following declaration:
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(name of Holder) declares that (i) it is a resident of Canada for the purposes of the Income Tax Act (Canada), (ii) its social insurance number/business number/trust identification number is: and (iii) it will forthwith advise Telesat Corporation, as general partner of Telesat Partnership, of any change in its residential status.
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| | ALL LORAL STOCKHOLDERS THAT MAKE A TELESAT PARTNERSHIP ELECTION MUST EITHER PROVIDE CANADA REVENUE AGENCY FORM NR301, NR302 OR NR303 OR COMPLETE THE DECLARATION OF CANADIAN TAX RESIDENCE ABOVE. A LORAL STOCKHOLDER THAT DOES NOT PROVIDE THE APPLICABLE FORM OR DECLARATION WILL BE TREATED AS A NON-RESIDENT OF CANADA THAT IS NOT ENTITLED TO TREATY BENEFITS. | | |
| | CANADIAN STATUS DECLARATION | | |
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LORAL STOCKHOLDERS THAT ELECT TO EXCHANGE LORAL COMMON SHARES FOR CLASS A UNITS AND/OR CLASS A SHARES:
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Pursuant to the Articles of Telesat Corporation and formation documents of Telesat Partnership, the Class A Units or Class A Shares, as applicable, may only be beneficially owned or controlled, directly or indirectly, by Canadians (as defined in the Investment Canada Act and as set forth below).
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To facilitate compliance with these restrictions when issuing the Class A Units or Class A Shares in consideration for the Deposited Shares pursuant to the Transaction, the undersigned hereby certifies that it has made reasonable inquiries as to the “Canadian” status of the registered holder and the beneficial owner of the Deposited Shares and has read the definitions of “Canadian” set out in Instruction 12 below and hereby declares that the Transaction Consideration will be (check one box based on the definitions set out below):
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☐
owned and controlled by a Canadian
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☐
owned and controlled by a Non-Canadian
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| | IF YOU DO NOT COMPLETE THIS CANADIAN STATUS DECLARATION OR IF IT IS DETERMINED BY TELESAT CORPORATION, TELESAT PARTNERSHIP OR THEIR TRANSFER AGENT THAT YOU INCORRECTLY INDICATED (THROUGH INADVERTENCE OR OTHERWISE) THAT YOU ARE CANADIAN, YOU WILL BE DEEMED TO BE A PERSON THAT IS A NON-CANADIAN HOLDER AND SHALL RECEIVE CLASS B SHARES OF TELESAT CORPORATION. | | |
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Stockholder Signature/Information
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| | Dated: , 2021 | | | | | |
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Signature of Stockholder or authorized
representative (see Instructions 2 and 4 below) |
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Name of Stockholder (please print or type)
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Address of Stockholder
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Phone
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Name of authorized representative, if applicable
(please print or type) |
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Guarantor Signature/Information
(if required under Instruction 3 below) |
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Authorized Signature
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Name of Guarantor (please print or type)
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Address of Guarantor
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Special Issuance Instructions
(See Instructions 5 and 9 below) |
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| | To be completed ONLY if the Transaction Consideration is to be issued to a name that is different from the name or address of the registered holder(s). | | | |||||||||
| | Issue ☐ Class A Telesat Partnership Units to: | | | |||||||||
| | Issue ☐ Class B Telesat Partnership Units to: | | | |||||||||
| | Issue ☐ Class A Telesat Corporation Shares to: | | | |||||||||
| | Issue ☐ Class B Telesat Corporation Shares to: | | | |||||||||
| | Name(s): | | |
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| | Address: | | |
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| | Phone: | | |
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Special Delivery Instructions
(See Instruction 6 below) |
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| | To be completed ONLY if the Transaction Consideration is to be issued to the registered holder(s) at an address that is different from the address reflected above in the section entitled “Step 2. Stockholder and Guarantor Information and Signatures”. | | | |||||||||
| | Name(s): | | |
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| | Address: | | |
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| | Phone: | | |
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Stockholder Signature/Information
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| | Dated: , 2021 | | | | | |
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Signature of Stockholder or authorized
representative (see Instructions 2 and 4 below) |
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Name of Stockholder (please print or type)
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Name of authorized representative, if applicable
(please print or type) |
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Guarantor Signature/Information
(if required under Instruction 3 below) |
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Authorized Signature
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Name of Guarantor (please print or type)
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By Hand or by Courier:
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By Mail:
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100 University Avenue, 8th Floor, North Tower
Toronto, Ontario M5J 2Y1 |
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P.O. Box 7021
31 Adelaide St E Toronto, ON M5C 3H2 Attention: Corporate Actions |
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By Email Transmission:*
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depositoryparticipant@computershare.com
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*(Email transmission is permitted only if all of the following conditions are met: (1) the Loral Common Shares to be exchanged are not represented by certificates; (2) the undersigned is not utilizing the Special Issuance Instructions; and (3) a Medallion Signature Guarantee is not required)
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For Questions:
|
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Toll Free: 1-800-564-6253
Email: corporateactions@computershare.com |
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