Slide 1: BCE to Privatize Affiliate Bell Aliant
BCE to Privatize Affiliate Bell Aliant Analyst Conference Call July 23, 2014
Slide 2: Safe Harbour Notice
Safe Harbour Notice Certain statements made in this presentation are forward-looking statements. These statements include, without limitation, statements relating to the proposed acquisition by BCE Inc. (”BCE”) of all of the issued and outstanding common shares of Bell Aliant Inc. (“Bell Aliant”) th
Slide 3: George Cope, President & Chief Executive Officer
George Cope President & Chief Executive Officer BCE and Bell Canada 3
Slide 4: Transaction overview
Transaction overview • Acquiring Bell Aliant’s public minority common shares for $3.95B or $31 per common share – Represents 11.6% premium to Bell Aliant’s weighted-average closing share price on the TSX for the 20-day period ending July 22, 2014 – Bell Aliant Q3 dividend that would otherwise have b
Slide 5: Transaction supports a number of Bell's strategic imperatives
Transaction supports a number of Bell’s strategic imperatives • FCF accretion enables accelerated broadband investment across Canada Invest in Broadband • Investment of $2.1B in Atlantic Canada over next 5 years Networks & Services • Improves efficiency of capital spend allocation • Significantly
Slide 6: Maintaining a high mix of growth services
Maintaining a high mix of growth services BCE revenue mix(1) Pro forma BCE revenue mix(2) Wireless Wireless Wireline 31% Wireline Voice 30% Wireless voice Business 20% voice Business 10% 30% 18% 9% 20% Consumer ~82% Consumer ~80% 9% 10% Wireline Wireline Broadband Broadband Media Media & TV & TV 14%
Slide 7: Building on Bell Aliant's strong legacy in Atlantic Canada
Building on Bell Aliant’s strong legacy in Atlantic Canada • $2.1B planned investment in Atlantic regions over next 5 years to enable the continued rollout of broadband wireline and wireless for consumers and business users • Bell Aliant to maintain regional headquarters in Halifax with significant
Slide 8: Karen Sheriff, President & Chief Executive Officer, Bell Aliant
Karen Sheriff President & Chief Executive Officer Bell Aliant 8
Slide 9: Significant value crystallized for Bell Aliant shareholders
Significant value crystallized for Bell Aliant shareholders • Transaction creates immediate value – $31 offer price represents 11.6% premium to Bell Aliant’s weighted-average closing share price on the TSX for the 20-day period ending July 22, 2014 – Attractive valuation multiple of ~8.3x LTM EBITDA
Slide 10: Siim Vanaselja, Executive Vice-President & Chief Financial Officer
Siim Vanaselja Executive Vice-President & Chief Financial Officer BCE and Bell Canada 10
Slide 11: Key transaction details
Key transaction details • $3.95B total value for Bell Aliant public • Bell Aliant public minority shareholders to minority common shares receive ~61M BCE common shares – Represents a $410M premium to the 20-day – Bell Aliant shareholders to own ~7% of pro forma volume weighted average price as of Ju
Slide 12: Financing structure overview
Financing structure overview Estimated financing structure ($M) • $3.95B funding requirement for Uses acquisition of public minority common Bell Aliant net debt rollover(1) 2,888 shares Bell Aliant preferred shares 618 • ~$1B of debt to fund cash component BCE equity rollover stake (100.4M shares @
Slide 13: Strong investment grade credit profile maintained
Strong investment grade credit profile maintained Bell credit profile(1) • Balanced transaction financing structure Standalone Pro forma • Strong investment grade credit profile preserved – Significant additional debt capacity available within Net debt(2) $17.0B ~$21.2B current investment grade rati
Slide 14: Significant free cash flow benefit
Significant free cash flow benefit FCF accretion(1) ($M) • Run-rate annual FCF accretion after dividends of ~$200M, excluding integration costs Bell Aliant standalone FCF ~500 • ~$100M in expected pre-tax annual synergies Bell Aliant dividends to Bell ~(190) Incremental FCF acquired ~310 • Enables c
Slide 15: Next steps
Next steps Mid-August • Mailing of Bell tender offer and Bell Aliant director circulars • Tender offer expiration • Take-up and payment by BCE of tendered shares if more than 50% of public minority shares tendered 2nd half of September • Offer may be extended if less than 90% of shares tendered • Ex