ARCHIVED - Broadcasting Notice of Consultation CRTC 2010-543
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Additional reference: 2010-543-1
Ottawa, 3 August 2010
Notice of hearing
28 September 2010
Montréal, Quebec
Deadline for submission of interventions/comments: 2 September 2010
The Commission will hold a hearing commencing on 28 September 2010 at 9:00 a.m., at Le Nouvel Hôtel & Spa, 1740 René-Lévesque West Boulevard, Montréal, Quebec.
[Broadcasting interventions/comments form]
Overview
Various locations in British Columbia, Alberta, Ontario and Quebec
Application Nos. 2010-1092-5, 2010-1198-1, 2010-1199-9, 2010-1202-0, 2010-1203-8, 2010-1204-6, 2010-1205-4
The Commission received an application by Corus Entertainement Inc. (Corus), on behalf of its wholly owned subsidiaries 591991 B.C. Ltd. (B.C. Ltd.) and Metromedia CMR Broadcasting Inc. (Metromedia), for authority to effect a change in their ownership and control, from Corus to Cogeco inc. (Cogeco) (the proposed transaction).
Subject to the approval of the above application, the closing of the proposed transaction would be preceded by a multi-step reorganization within Corus and Cogeco, to facilitate the transfer of B.C. Ltd. and Metromedia’s shares to Cogeco, and to anticipate the possible divestiture scenarios required by the Commission.
To that effect, the Commission has received applications by Corus to effect a corporate reorganization involving the transfer of certain shares of its subsidiaries to a new corporation to be incorporated and wholly owned by Corus, and the transfer of the assets of certain broadcasting undertakings to new corporate entities to be incorporated and wholly owned by B.C. Ltd. and Metromedia respectively.
The Commission also received an application by Cogeco to effect a corporate reorganization involving a transfer of the assets of a broadcasting undertaking from Cogeco Diffusion inc. (Diffusion inc.) to a new corporate entity to be incorporated and wholly owned by Diffusion inc.
The steps of the proposed reorganization and transactions are as follows:
1. The Corus reorganization
Share transactions
- Corus would incorporate a new wholly owned corporate entity Newco;
- Corus would transfer 100% of its shares in Belcand Mount Royal Holdings Inc. (Belcand) to Newco;
- Belcand would amalgamate with Newco to form Amalco;
- Corus Premium Television Ltd. would transfer 100% of its shares in B.C. Ltd. to Amalco.
As a result of the above steps, Amalco, a wholly owned subsidiary of Corus, would hold 100% of the shares in each of B.C. Ltd., Corus Radio Company (Corus Radio) and Metromedia.
Finally, Corus would incorporate three new corporate entities: two of which to be wholly-owned by B.C. Ltd.: BC Newco1 and BC Newco2, and one to be wholly owned by Metromedia: Metromedia Newco.
Assets transactions
- BC Newco1 would acquire the assets of the radio broadcasting undertaking CFEL-FM Lévis/Québec from B.C. Ltd.;
- BC Newco2 would acquire the assets of the radio broadcasting undertaking CKOY-FM Sherbrooke from B.C. Ltd.;
- Metromedia Newco would acquire the assets of the radio broadcasting undertaking CHMP-FM Longueuil from Metromedia.
2. The Cogeco reorganization
- Diffusion inc. would incorporate a new corporation (Diffusion Newco) to be wholly owned by Diffusion inc., which would then acquire the radio programming undertaking CJEC-FM Québec from Diffusion inc.
3. Transfer of effective control of B.C. Ltd. and Metromedia to Cogeco (the proposed transaction)
- Transfer of the ownership and effective control of B.C. Ltd. and Metromedia through the transfer of all of their shares owned by Amalco to Cogeco or one of its wholly owned subsidiaries.
4. Transfer of effective control of certain corporations to be incorporated to a trustee
- Cogeco has also filed an application seeking authority to transfer effective control of BC Newco1, BC Newco2, Metromedia Newco and Diffusion Newco to a trustee pursuant to a Voting Trust Arrangement and for the nomination of a trustee.
Applicant and Locality
1. Corus Entertainment Inc.
Various locations in British Columbia, Alberta, Ontario and Quebec
Application Nos. 2010-1198-1, 2010-1199-9, 2010-1202-0, 2010-1203-8
2. Cogeco inc.
Québec, Quebec
Application No. 2010-1204-6
3. Corus Entertainment Inc.
Montréal, Longueuil, Saint-Jérôme, Trois-Rivières, Sherbrooke, Lévis, Québec and Gatineau (Quebec)
Application No. 2010-1092-5
4. Cogeco inc.
Lévis, Sherbrooke, Longueuil and Québec (Quebec)
Application No. 2010-1205-4
1. Various locations in British Columbia, Alberta, Ontario and Quebec
Application Nos. 2010-1198-1, 2010-1199-9, 2010-1202-0, 2010-1203-8
The Corus reorganization
Application by Corus Entertainment Inc. (Corus) on behalf of 591991 B.C. Ltd. (B.C. Ltd.), Corus Radio Company (Corus Radio) and Metromedia CMR Broadcasting Inc. (Metromedia) seeking authority to effect a multi-step corporate reorganization involving certain transfers of shares as well as transfers of assets of certain broadcasting undertakings to a new corporation to be incorporated.
B.C. Ltd. and Metromedia are licensees of commercial radio programming undertakings located in Quebec. Corus Radio is the licensee of commercial radio programming undertakings located in British Columbia, Alberta and Ontario.
Corus Radio and Metromedia are wholly owned by Belcand Mount Royal Holdings Inc. (Belcand) which in turn is wholly owned by Corus.
B.C. Ltd. is wholly owned by Corus Premium Television Ltd. (Corus Premium) which in turn is wholly owned by Corus.
Shares transactions (Application 2010-1198-1)
The share transactions would occur as follows:
-
Incorporation by Corus of a new wholly owned corporate entity Newco;
-
Transfer by Corus of its shares in Belcand to Newco;
-
Amalgamation of Belcand with Newco to form Amalco;
-
Transfer of Corus Premium’s shares in B.C. Ltd. to Amalco;
-
Incorporation of two new wholly owned subsidiaries of B.C. Ltd.: BC Newco1 and BC Newco2; and
-
Incorporation of a new wholly owned subsidiary of Metromedia: Metromedia Newco.
Assets transactions
The assets transactions would occur as follows:
-
(Application 2010-1199-9) - Acquisition by BC Newco1 of the assets of the radio programming undertaking CFEL-FM Lévis/Québec from B.C. Ltd.;
-
(Application 2010-1202-0) - Acquisition by BC Newco2 of the assets of the radio programming undertaking CKOY-FM Sherbrooke from B.C. Ltd.;
-
(Application 2010-1203-8) - Acquisition by Metromedia Newco of the assets of the radio programming undertaking CHMP-FM Longueuil from Metromedia.
BC Newco1, BC Newco2 and Metromedia Newco are also requesting new licences to continue the operation of the undertakings under the same terms and conditions as those in effect under the current licences.
The purpose of the proposed pre-closing reorganization is to facilitate the transfer of the shares in B.C. Ltd. and in Metromedia to Cogeco inc. (Cogeco) or one of its directly or indirectly owned and controlled subsidiaries (application 2010-1092-5).
Applicant's address:
5 Place Ville-Marie
Bureau 1700
Montréal, Québec
H3B 0B3
Fax: 514-874-9625
E-mail: licence@cogeco.com
Examination of application:
At the applicant’s address
And
1630 6e rue
Bureau 200
Trois-Rivières, Quebec
G8Y 5B8
3720 boul. industriel
Sherbrooke, Quebec
J1L 1Z9
1305 Chemin Ste-Foy,
4th floor
Québec, Quebec
G1S 4Y5
150 rue Edmonton,
Unit 4
Gatineau, Québec
J8Y 3S6
120 rue de la Gare,
St-Jérôme, Québec
J7Z 2C2
2. Québec, Quebec
Application No. 2010-1204-6
The Cogeco reorganization
Application by Cogeco inc. on behalf of a corporation to be incorporated (Cogeco) for authority to effect a corporate reorganization involving the acquisition by the applicant of the assets of the French-language commercial radio programming undertaking CJEC-FM Québec from Cogeco Diffusion inc.(Diffusion inc.)
The proposed reorganization would occur as follows:
- Incorporation by Diffusion inc. of a new wholly owned corporate entity Diffusion Newco;
- Acquisition by Diffusion Newco of the assets of the radio programming undertaking CJEC-FM Québec from Diffusion inc.
Diffusion Newco is also requesting a new broadcasting licence to continue the operation of this undertaking under the same terms and conditions as those in effect under the current licence.
The purpose of the proposed pre-closing reorganization is to facilitate the transfer of the shares in B.C. Ltd. and in Metromedia to Cogeco or one of its directly or indirectly owned and controlled subsidiaries (application 2010-1092-5).
This reorganization would not affect control of the undertaking which would continue to be exercised by Cogeco.
Applicant's address:
5 Place Ville-Marie,
Bureau 1700,
Montréal (Québec)
H3B 0B3
Fax: 514-874-9625
E-Mail: licence@cogeco.com
Examination of application:
1305 chemin Sainte-Foy
4th floor
Québec, Quebec
G1S 4Y5
3. Montréal, Longueuil, Saint-Jérôme, Trois-Rivières, Sherbrooke, Lévis, Québec and Gatineau, Quebec
Application No. 2010-1092-5
Transfer of shares and effective control
Application by Corus Entertainment Inc. (Corus) on behalf of 591991 B.C. Ltd. (B.C. Ltd.) and Metromedia CRM Broadcasting Inc. (Metromedia) for authority to transfer their shares and effective control from Corus to Cogeco inc. (Cogeco) or one of its wholly owned subsidiaries.
B.C. Ltd. is the licensee of the French-language commercial radio programming undertakings CFOM-FM Lévis, CFEL-FM Lévis/Québec, CHLT-FM and CKOY-FM Sherbrooke, CKAC-AM and CKAC-DR-2 Montréal, CJRC-FM and CJRC-DR-2 Gatineau, CHLN-FM Trois-Rivières and CKRS-FM Chicoutimi/Saguenay.[1]
Metromedia is the licensee of the French-language commercial radio programming undertakings CKOI-FM Montréal, CHMP-FM Longueuil, CIME-FM Saint-Jérôme and its transmitters CIME-FM-1 Val-Morin and CIME-FM-2 Mont-Tremblant, and of CFQR-FM Montréal, an English-language commercial radio programming undertaking.
Both B.C. Ltd and Metromedia are controlled by Corus.
Cogeco is a corporation controlled by Gestion Audem inc..
As a result of this proposed transaction, effective control of B.C. Ltd. and Metromedia would be exercised by Cogeco.
Corus has ascribed a total value for the transfer of shares and effective control of B.C. Ltd. and Metromedia of $80 million.
The applicant proposes a tangible benefits package of $7.2 million over a seven-year period.
Considering the size and scope of the proposed transaction, the Commission may wish to discuss, among other things, the following:
Common Ownership Policy
In the context of the proposed transaction, the Commission may wish to discuss the compliance of the proposal with the common ownership policy particularly in the markets of Quebec, Montréal and Sherbrooke, and may examine various related ownership issues.
Additional information may be placed on the public examination file as it becomes available. The Commission encourages interested parties to monitor the public examination file and the Commission’s web site for additional information that they may find useful when preparing their comments.
Applicant's address:
5 Place Ville-Marie
Bureau 1700
Montréal, Quebec
H3B 0B3
Fax: 514-874-9625
E-Mail: licence@cogeco.com
Examination of application:
At the applicant’s address
And
1630 6e rue,
Bureau 200
Trois-Rivières, Quebec
G8Y 5B8
3720 boul. industriel
Sherbrooke, Quebec
J1L 1Z9
1305 Chemin Ste-Foy
4th floor
Québec, Quebec
G1S 4Y5
150 rue Edmonton
Unit 4
Gatineau, Quebec
J8Y 3S6
120 rue de la Gare,
St-Jérôme, Quebec
J7Z 2C2
4 Lévis, Sherbrooke, Longueuil and Québec, Quebec
Application No. 2010-1205-4
Transfer of effective control to a trustee
Application by Cogeco inc. (Cogeco) for authority to transfer effective control of BC Newco1, BC Newco2, Metromedia Newco et Diffusion Newco to a trustee pursuant to the terms of a voting trust agreement.
The purpose of the proposed transfer of control to a trustee is to facilitate the transfer of the shares in 591991 B.C. Ltd. (B.C. Ltd.) and in Metromedia CMR Broadcasting Inc. (Metromedia) to Cogeco or one of its directly or indirectly owned and controlled subsidiaries (application 2010-1092-5).
The proposed voting trust agreement takes into consideration the specific elements of the proposed transaction and provides for potential divestiture scenarios involving the following radio undertakings:
- CFEL-FM Lévis/Québec, currently held by B.C. Ltd.;
- CKOY-FM Sherbrooke, currently held by B.C. Ltd.;
- CHMP-FM Longueuil, currently held by Metromedia; and
- CJEC-FM Québec, currently held by Diffusion inc.
The terms of the proposed trust arrangement and the nomination of the trustee would be finalized prior to the closing of the proposed transaction.
Applicant's address:
5 Place Ville-Marie,
Bureau 1700,
Montréal (Québec)
H3B 0B3
Fax: 514-874-9625
E-Mail: licence@cogeco.com
Examination of application:
At the licensee’s address
And
1630 6e rue
Bureau 200
Trois-Rivières, Quebec
G8Y 5B8
3720 boul. industriel,
Sherbrooke, Quebec
J1L 1Z9
1305 Chemin Ste-Foy,
4th floor,
Québec, Quebec
G1S 4Y5
150 rue Edmonton,
Unit 4,
Gatineau, Quebec
J8Y 3S6
120 rue de la Gare,
St-Jérôme, Quebec
J7Z 2C2
Public participation
Deadline for interventions
2 September 2010
The intervention must be received by the Commission and by the applicant on or before the above-mentioned date. The Commission cannot be held responsible for postal delays and will not notify a party whose intervention is received after the deadline date. The intervention will not be considered by the Commission and will not be part of the public file.
The intervention must include one of the following statements in either the first or the last paragraph:
- I request to appear at the public hearing.
- I do not want to appear at the public hearing.
Interventions will be considered by the Commission and will form part of the public record of the proceeding without further notification to intervening parties, provided the procedure set out below has been followed. Parties will be contacted only if their submissions raise procedural questions.
Written interventions should be submitted to the Secretary General of the Commission in only one of the following formats:
by using the
[Broadcasting interventions/comments form]
or
by mail to
CRTC, Ottawa, Ontario K1A 0N2
or
by fax at
819-994-0218
A true copy must be sent to the applicant, and proof that this has been done must accompany the intervention sent to the Commission.
The Commission advises those who file and serve by electronic mode to exercise caution when using e-mail for service of documents or notification, as it may be difficult to establish that service has occurred.
Parties must ensure that, before initiating service through electronic mode, they will be able to satisfy the Commission, upon request, that service of the notification was completed.
Submissions longer than five pages should include a summary.
Each paragraph of the submission should be numbered. In addition, where the intervention is filed by electronic means, the line ***End of document*** should be entered following the last paragraph of the document, as an indication that the document has not been damaged during electronic transmission.
Interventions should clearly identify the application referred to and indicate whether parties support or oppose the application, or, if they propose changes to it, include the facts and grounds for their proposal.
In the event that the application is brought to the oral phase of the hearing, and if parties wish to appear, they must provide reasons why their written interventions are not sufficient and why an appearance is necessary.
Parties may participate from the Commission’s regional offices via videoconferencing. Parties interested in doing so are asked to indicate the regional office where they wish to appear at the time they file their comments. A list of the Commission’s regional offices is included in this notice.
Persons requiring communications support such as assistance listening devices and sign language interpretation are requested to inform the Commission at least twenty (20) days before the commencement of the public hearing so that the necessary arrangements can be made.
Important notice
All information that parties provide as part of this public process, except information granted confidentiality, whether sent by postal mail, facsimile, e-mail or through the Commission’s website at www.crtc.gc.ca, becomes part of a publicly accessible file and will be posted on the Commission’s website. This information includes personal information, such as full names, e-mail addresses, postal/street addresses, telephone and facsimile numbers, and any other personal information parties provide.
The personal information that parties provide will be used and may be disclosed for the purpose for which the information was obtained or compiled by the Commission, or for a use consistent with that purpose.
Documents received electronically or otherwise will be put on the Commission’s website in their entirety exactly as received, including any personal information contained therein, in the official language and format in which they are received. Documents not received electronically will be available in PDF format.
The information that parties provide to the Commission as part of this public process is entered into an unsearchable database dedicated to this specific public process. This database is accessible only from the web page of this particular public process. As a result, a general search of the Commission’s website with the help of either its own search engine or a third-party search engine will not provide access to the information that was provided as part of this public process.
The Commission encourages interested parties to monitor the public examination file and the Commission’s website for additional information that they may find useful when preparing their interventions.
Examination of documents
An electronic version of the applications is available from the Commission’s website by selecting the application number within this notice.
A list of all interventions will also be available on the Commission’s website. An electronic version of all interventions submitted will be accessible from this list. To access the list, select “Lists of interventions/comments” under “Public Proceedings” from the Commission’s website.
Documents are also available during normal office hours at the local address provided in this notice and at the Commission offices and documentation centres directly involved with these applications, or, upon request, within two (2) working days, at any other Commission offices and documentation centres.
Location of Commission offices
Toll-free telephone: 1-877-249-2782
Toll-free TDD: 1-877-909-2782
Les Terrasses de la Chaudière
Central Building
1 Promenade du Portage, Room 206
Gatineau, Quebec
J8X 4B1
Tel.: 819-997-2429
Fax: 819-994-0218
Regional offices
Metropolitan Place
99 Wyse Road
Suite 1410
Dartmouth, Nova Scotia
B3A 4S5
Tel.: 902-426-7997
Fax: 902-426-2721
205 Viger Avenue West
Suite 504
Montréal, Quebec
H2Z 1G2
Tel.: 514-283-6607
55 St. Clair Avenue East
Suite 624
Toronto, Ontario
M4T 1M2
Tel.: 416-952-9096
Kensington Building
275 Portage Avenue
Suite 1810
Winnipeg, Manitoba
R3B 2B3
Tel.: 204-983-6306
Fax: 204-983-6317
2220 – 12th Avenue
Suite 620
Regina, Saskatchewan
S4P 0M8
Tel.: 306-780-3422
10405 Jasper Avenue
Suite 520
Edmonton, Alberta
T5J 3N4
Tel.: 780-495-3224
580 Hornby Street
Suite 530
Vancouver, British Columbia
V6C 3B6
Tel.: 604-666-2111
Fax: 604-666-8322
Secretary General
Footnote
[1] This transaction does not include radio station CKRS-FM. Currently before the Commission is an application by 7545398 Canada Inc., a wholly owned subsidiary of Corus, to acquire from B.C. Ltd. the assets of the French-language commercial radio programming undertaking CKRS-FM Chicoutimi/Saguenay (Item 16 on the 19 July 2010 Public Hearing, Broadcasting Notice of Consultation 2010-295).
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