Securities Law & Instruments


Headnote

Applicant deemed to have ceased to be offering its securities to the public under the Business Corporations Act (Ontario).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 1(6).

IN THE MATTER OF
THE BUSINESS CORPORATIONS ACT,
R.S.O. 1990, c. B.16, AS AMENDED
(the “OBCA”)

AND

IN THE MATTER OF
SIRIUS XM CANADA HOLDINGS INC.
(the “Applicant”)

ORDER
(Subsection 1(6) of the OBCA)

UPON the application of the Applicant to the Ontario Securities Commission (the “Commission”) for an order pursuant to subsection 1(6) of the OBCA to be deemed to have ceased to be offering its securities to the public;

AND UPON the Applicant having represented to the Commission that:

1.             The Applicant is an “offering corporation” as defined in the OBCA, and has an authorized capital consisting of an unlimited number of Class A voting shares (the “Class A Shares”), an unlimited number of Class B non-voting shares (the “Class B Shares”) and an unlimited number of Class A preferred shares issuable in series, designated as an unlimited number of Series 1 Class A preferred shares (the “Series 1 Preferred Shares”) and an unlimited number of Series 2 Class A preferred shares (the “Series 2 Preferred Shares”) of which 4,975,125 Class A Shares, 6,135,987 Class B Shares, 412,990,963 Series 1 Preferred Shares and 177,958,942 Series 2 Preferred Shares are issued and outstanding as of the date hereof.

2.             The Applicant has one debt security outstanding in the form of a promissory note issued to Sirius XM Radio Inc. (the “Promissory Note”).

3.             The Applicant has its head office at 400-135 Liberty Street, Toronto, Ontario, M6K 1A7.

4.             Effective May 25, 2017, in accordance with a plan of arrangement under section 182 of the OBCA (the “Arrangement”), the predecessor Sirius XM Canada Holdings Inc. (“Old XSR”) became a wholly-owned subsidiary of 2517835 Ontario Inc. (the “Purchaser”), a newly-formed subsidiary of Sirius XM Radio Inc. (“Sirius US”). Immediately following the Arrangement, Old XSR amalga-mated with the Purchaser, with the amalgamated company using the name “Sirius XM Canada Holdings Inc.”

5.             The Arrangement was approved at a special meeting of shareholders of Old XSR on August 30, 2016.

6.             The Arrangement was approved by the Ontario Superior Court of Justice (Commercial List) on September 6, 2016.

7.             The Class A subordinate voting shares of Old XSR, which traded under the symbol “XSR” on the Toronto Stock Exchange, were de-listed effective at the close of trading on May 26, 2017.

8.             Effective June 26, 2017, the aggregate principal amount of $200,000,000, representing all of the outstanding 5.625% Senior Unsecured Notes of the Applicant issued pursuant to the terms of the indenture dated as of April 23, 2014 between Old XSR, Sirius XM Canada Inc. and TSX Trust Company, were redeemed by the Applicant.

9.             The Applicant has no outstanding securities other than the Promissory Note, and the Class A Shares, the Class B Shares, the Series 1 Preferred Shares, the Series 2 Preferred Shares of which:

a)            all of the outstanding Class A Shares are beneficially owned, directly or indirectly, by Obelysk Media Inc., Slaight Com-munications Inc. and Sirius US;

b)            all of the outstanding Class B Shares are beneficially owned, directly or indirectly, by Sirius US;

c)             all of the outstanding Series 1 Preferred Shares are beneficially owned, directly or indirectly, by Sirius XM Holdings Inc. and Sirius US; and

d)            all of the outstanding Series 2 Preferred Shares are beneficially owned, directly or indirectly, by Sirius US.

10.          The Applicant has no intention to seek public financing by way of an offering of securities.

11.          On June 28, 2017, the Applicant was granted an order that it is not a reporting issuer in Ontario pursuant to subclause 1(10)(a)(ii) of the Securities Act (Ontario), and is not a reporting issuer or the equivalent in any other jurisdiction of Canada in accordance with the simplified procedure set out in National Policy 11-206 Process for Cease to be a Reporting Issuer Applications.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS HEREBY ORDERED by the Commission pursuant to subsection 1(6) of the OBCA that the Applicant is deemed to have ceased to be offering its securities to the public.

DATED at Toronto on this 30th day of June, 2017.

“Mark J. Sandler”
Commissioner
Ontario Securities Commission

“Deborah Leckman”
Commissioner
Ontario Securities Commission