It’s official: Rogers is finally buying Shaw.

The last approval necessary for the deal to go through was given this morning, with industry minister François-Philippe Champagne signing off on the transfer of wireless spectrum from Shaw to Videotron. The companies say they have given themselves an extra week to close the deal (and once that happens I’ll have a lot of changes to make to the media ownership chart).

Champagne’s approval comes with a lot of conditions, and rather than just have them make promises, he had them sign contracts (Videotron, Rogers) with provisions for fines if they break their commitments.

Here’s what those contracts say:

Rogers

• Must spend $1 billion building out its network to give more people 50 megabit download/10 megabit upload internet access in rural areas, at the same price as urban areas
• Must “consult with Indigenous communities to create Indigenous-owned and operated internet service providers” using Rogers networks.
• Must spend at least $2.5 billion on 5G coverage in western Canada within five years
• Must spend at least $3 billion more on its network aside from that $2.5 billion above
• Must offer low-cost internet access to more low-income Canadians, and promote that offering
• Must establish its “Western Canadian Headquarters” in Calgary (what qualifies as headquarters is not defined) and keep it there for 10 years
• Must “create 3,000 new jobs in western Canada” and maintain them for 10 years
• Must keep prices the same (or better) for Shaw Mobile customers for five years (Shaw Mobile customers stay with Rogers as they’re bundled with Shaw cable)
• Must report annually on its progress on these commitments, and post that report to its website.

If Rogers “materially” breaches these conditions, it can be fined up to $100 million a year, or $1 billion total. These are maximum fines, no matter how many conditions are breached.

Exceptions to the fines include:

• They can’t apply before the deadlines (so a “within five years” commitment can only be fined after those five years, and only for the remaining five years)
• They can’t apply after 10 years
• They can’t apply in case of “force majeure” including labour disruption, natural disaster or supply chain issues

Quebecor/Videotron

• Must keep Freedom Mobile’s pricing (or better), and offer 10% more data, for five years
• Must offer Freedom pricing at “similar” rates to Videotron’s offer in Quebec
• Must extend service to Manitoba (via a virtual network) within three years, at prices similar to Quebec
• Must “maintain an equivalent number of direct and indirect jobs for skilled workers”
• Must offer new plans in Freedom Mobile’s markets at least 20% below Big Three plans as they existed on Feb. 10.
• Must offer 5G in its markets within two years
• Must confidentially share business plans with the industry department upon request
• Must publish yearly reports on its progress (excluding confidential info)

Videotron has a similar fine structure as Rogers, but it only applies as of Year 3, and has a limit of $25 million total per year, or up to $200 million total. And for whatever reason (Videotron’s lawyers not as good?) its “force majeure” clause is more restrictive, and doesn’t include things like supply chain problems or employee lockouts.

In both cases, the agreement expires after 10 years, so in April 2033, none of these commitments will apply anymore.

What this means

As a recap, Rogers will acquire all Shaw’s cable assets in western Canada, plus the Shaw Direct satellite TV service, Shaw Mobile (customers but not spectrum) and other Shaw assets. Videotron will acquire Freedom Mobile, which serves B.C., Alberta and southern/eastern Ontario, including all its spectrum holdings.

The broadcasting assets involved are minimal, consisting only of the community channels and video-on-demand licences associated with Shaw Cable. Shaw sold the rest of its broadcasting assets to Corus, which continues to operate as a separate company controlled by the Shaw family.

The government is requiring Videotron also expand to Manitoba within three years, because its last major wireless merger (Bell buying MTS) failed to produce a maintain fourth player in that province. Bell sold some MTS subscribers to Telus and others to Xplornet, which created Xplornet Mobile out of the deal, but Xplornet Mobile shut down last year.

So within three years, Videotron will be the fourth wireless player in B.C., Alberta, Manitoba, southern/eastern Ontario and Quebec. That leaves Saskatchewan (SaskTel), northern Ontario (TBayTel) and Atlantic Canada (Eastlink) covered by smaller regional players.

Videotron won’t have wireline networks outside Quebec, which limits its ability to bundle. It acquired VMedia, a third-party internet and TV access provider who provides services using incumbent telecom companies’ networks, as a way to offer a bundle package in the rest of the country. We’ll see how successful they are.

Winners and losers

At first glance, this seems like bad news for a lot of people who don’t like concentration in Canada’s telecom space. It definitely makes Rogers a bigger player overall, which further distorts the disparity between the big guys and the smaller and midsize guys.

For wireless customers in the Freedom territory, it’s a bit of a win, because prices will stay the same or even go down. If the alternative was Freedom shutting down like Xplornet did, that would have been much worse. And Videotron has a much more solid foundation.

For TV subscribers, the difference in competition is relatively low since Rogers and Shaw don’t overlap. The exception is Shaw Direct, which means in theory a Rogers cable TV subscriber in southern Ontario won’t have a satellite service competing for their business because it’s also owned by the same company.

For broadcasters not owned by Rogers, they face a much larger opponent at the bargaining table. If Rogers wasn’t a must-have for any cable TV channel wanting carriage in Canada, it is now. Rogers will be able to demand conditions that are more favourable to itself.

One big loser will be Global News. The CRTC policy that effectively killed community TV funding allows TV providers to funnel money to related local TV stations. When Shaw Cable and Shaw Direct become Rogers, that funding of about $13 million a year will stop flowing to Global News and start flowing to Rogers’ CityNews. Global will then become an “independent” TV broadcaster and be eligible for the Independent Local News Fund, but funding for that fund was established based on the number of independent stations at the time, and it doesn’t have $13 million extra to give to Global. This means not only will Global get less money, but all other independent TV stations (NTV, CHEK, CHCH, and stations owned by Pattison, Stingray, RNC Media, Télé Inter-Rives, Thunder Bay and Miracle Channel) will also get less until the CRTC or federal government can sort out what to do about it.