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Bell Aliant Region Communications Inc. -- s. 1(11)(b)
Headnote
Application for an order designating applicants to be reporting issuers -- Conversion transaction effected by way of plan of arrangement under the Canada Business Corporation Act pursuant to an arrangement agreement -- Predecessor of the Application was Bell Aliant Holding LP, an income fund -- Upon completion of the Conversion Transaction, the Applicant became a reporting issuer under the securities laws of each of the provinces of Canada other than Ontario following an exchange of securities with another issuer, since one of the parties in the Arrangement (Bell Aliant Holdings LP) was a reporting issuer at the time of the arrangement -- In Ontario, in relation to a successor under a plan of arrangement, the definition of reporting issuer requires that the predecessor reporting issuer be a "company" -- The Applicant did not become a reporting issuer in Ontario as it did not meet the definition of a reporting issuer under the securities legislation of Ontario, since the predecessor reporting issuer was not a "company" -- Requested order harmonizes regulatory treatment of the Applicant across Canada and is consistent with the principles underlying the definition of "reporting issuer" in the securities legislation of Ontario.
Statutes Cited
Securities Act, R.S.O. 1990, c.S.5, as am., s. 1(11).
IN THE MATTER OF
THE SECURITIES ACT,
R.S.O. 1990, CHAPTER S.5, AS AMENDED
(the Act)
AND
IN THE MATTER OF
BELL ALIANT REGIONAL COMMUNICATIONS INC.
ORDER
(Clause 1(11)(b) of the Act)
UPON the application of Bell Aliant Regional Communications Inc. (the Applicant) to the Ontario Securities Commission (the Commission) for an order pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law;
AND UPON considering the application and the recommendations of the staff of the Ontario Securities Commission (the Commission);
AND UPON the Applicant representing to the Commission as follows:
1. In July 2006, Bell Aliant Regional Communications Income Fund (the Fund) was formed under a plan of arrangement involving the former Aliant Inc., its shareholders and Bell Canada.
2. The principal operating entity of the Fund, Bell Aliant Regional Communications, Limited Partnership (Bell Aliant LP), distributed medium term notes (MTNs) to the public under shelf prospectuses filed in all of the provinces of Canada. Under exemption orders granted by the securities commissions in each province of Canada, Bell Aliant LP was able to rely on the continuous disclosure of its parent entity, Bell Aliant Regional Communications Holdings, Limited Partnership (Bell Aliant Holdings LP), a holding entity in the Fund structure, as the financial results of Bell Aliant LP were consolidated into the financial statements of Bell Aliant Holdings LP. Bell Aliant Holdings LP was a reporting issuer in all provinces of Canada, either under applicable securities legislation or under a decision of certain of the securities regulators (including Ontario) dated November 24, 2006.
3. On October 31, 2006, the Minister of Finance (Canada) announced proposals to change the Canadian federal income tax rules governing "specified investment flow-through" entities, including income trusts such as the Fund, which changes became effective beginning in 2011.
4. As a result, the Fund and certain of its subsidiaries implemented a transaction to convert the Fund's income trust structure into a corporation, Bell Aliant Inc. (the Conversion Transaction) by way of a court-approved plan of arrangement (the Arrangement) pursuant to Section 192 of the Canada Business Corporations Act (the CBCA). The Conversion Transaction was completed on January 1, 2011.
5. As part of the Conversion Transaction, certain of the Fund's direct and indirect subsidiaries were wound up to simplify the corporate structure. Bell Aliant Holdings LP transferred its assets to a subsidiary which amalgamated with Bell Aliant Regional Communications Holdings Inc. (Bell Aliant Holdings GP) and the "pre-Conversion Transaction" Bell Aliant Regional Communications Inc. to form the Applicant. Bell Aliant LP remains in existence as the principal operating entity through which Bell Aliant Inc. provides a wide range of voice and data communications services as well as technology services and value-added business solutions to customers across Atlantic Canada, Ontario and Québec, and as the issuer of MTNs.
6. The Applicant is a corporation amalgamated pursuant to the CBCA on January 1, 2011.
7. As of January 1, 2011, the Applicant, as the successor to Bell Aliant Holdings LP, is the parent of Bell Aliant LP and the financial results of Bell Aliant LP are consolidated into the financial statements of the Applicant.
8. As a result of the varying definitions of "reporting issuer" contained in Canadian securities legislation, upon completion of the Conversion Transaction, the Applicant became a reporting issuer in each of the provinces of Canada other than Ontario (collectively, the Other Jurisdictions) and accordingly, it has been a reporting issuer in the Other Jurisdictions for more than 12 months.
9. The Applicant did not become a reporting issuer in Ontario as it did not meet the definition of a reporting issuer under the securities legislation of Ontario, since none of the predecessor reporting issuers was a "company".
10. On December 13, 2011, Bell Aliant LP filed a preliminary short form base shelf prospectus (the Preliminary Prospectus) in Ontario and the Other Jurisdictions to qualify the distribution from time to time of MTNs. A final short form base shelf prospectus dated January 16, 2012 was filed in Ontario and the Other Jurisdictions.
11. In connection with the filing of the Preliminary Prospectus, the Applicant filed an undertaking with the Commission to file an application to be a reporting issuer in Ontario.
11. As of the date hereof, the Applicant is not on the default list of the securities regulatory authority in any of the Other Jurisdictions.
AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;
IT IS HEREBY ORDERED pursuant to clause 1(11)(b) of the Act that the Applicant is a reporting issuer for the purposes of Ontario securities law.
DATED this 24th day of January, 2012.
"James Turner"
"Christopher Portner"