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ARCHIVED - Broadcasting Decision CRTC 2010‑807

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Additional Reference: 2010-807

Route reference: 2010-551

Ottawa, 29 October 2010

Bell Aliant Regional Communications Inc., the general partner, as well as limited partner with Bell Aliant Regional Communications Holdings Inc.  and 6583458 Canada Inc. (the limited partners), carrying on business as Bell Aliant Regional Communications, Limited Partnership

Halifax, Dartmouth, Bedford and Sackville, Nova Scotia; Fredericton and surrounding areas, Saint John and Moncton, New Brunswick; St. John’s, Paradise and Mount Pearl, Newfoundland and Labrador
Application 2010-0913‑4, received 1 June 2010

Province of Quebec
Application 2010-0924-1, received 1 June 2010

Public Hearing in Saskatoon, Saskatchewan
6 October 2010

Terrestrial broadcasting distribution and video-on-demand undertakings – Corporate reorganization (acquisition of assets)

The Commission approves applications for a corporate reorganization to simplify the structure of the Bell Aliant group of companies through two corporate restructuring transactions. This reorganization will not affect the effective control of the broadcasting undertakings involved, which will continue to be exercised by BCE Inc.  

Introduction

1.  The Commission received applications by Bell Aliant Regional Communications Inc., as general partner of Bell Aliant Regional Communications, Limited Partnership (Bell Aliant LP) for authority to implement a corporate restructuring involving (i) the terrestrial broadcasting distribution undertakings (BDUs) held by Bell Aliant Regional Communications Inc., the general partner, as well as limited partner with Bell Canada and 6583458 Canada Inc. (the limited partners), carrying on business as Bell Aliant Regional Communications Limited Partnership (collectively the current partners), and (ii) the regional video-on-demand undertaking held by Câblevision du Nord de Québec inc.

2.  The purpose of the reorganization is to simplify the structure of the Bell Aliant group of companies. This reorganization will not affect the effective control of the broadcasting undertakings, which will continue to be exercised by BCE Inc., a public corporation controlled by its board of directors.

3.  The Commission received an opposing intervention from an individual that did not directly relate to the applications. The intervention and the applicant’s reply can be found on the Commission’s website at www.crtc.gc.ca under “Public Proceedings.”

4.  As part of the Bell Aliant Arrangement discussed below, Bell Aliant Regional Communications Income Fund would be wound up into a new corporation named Bell Aliant Inc. Immediately after completion of the Bell Aliant Arrangement, the former fund unitholders – Bell Canada and BCE Inc. – would be the sole shareholders of Bell Aliant Inc. The restructuring would also involve various transfers of shares and units affecting the ownership chain of the licensees and resulting in the transfer of broadcasting assets in the manner set out below:

The Bell Aliant Arrangement (Application 2010-0913-4)

5.  The Commission approves the application by Bell Aliant Regional Communications Inc., the general partner, as well as limited partner with Bell Aliant Regional Communications Holdings Inc. and 6583458 Canada Inc. (the limited partners), carrying on business as Bell Aliant Regional Communications, Limited Partnership (new Bell Aliant LP), for authority to acquire the assets of the broadcasting distribution undertakings held by the current partners, and for a new Class 1 regional broadcasting licence to continue the operation of the broadcasting distribution undertakings under the same terms and conditions as those in effect in the current licence.

6.  The transaction will be effected as follows:

7.  Upon surrender of the current broadcasting licence, the Commission will issue a new licence to Bell Aliant Regional Communications Inc., the general partner, as well as limited partner with Bell Aliant Regional Communications Holdings Inc. and 6583458 Canada Inc. (the limited partners), carrying on business as Bell Aliant Regional Communications, Limited Partnership. The licence will expire 31 August 2012 and will be subject to the same terms and conditions as those in effect under the current licence.

8.  Upon receipt of corporate documents supporting the amalgamation of Bell Holdings GP with 7538332 Canada Inc. and Bell Aliant GP., to continue as Bell Aliant Regional Communications Inc., the Commission will update the above licence to reflect the amalgamation. The licensee will then be Bell Aliant Regional Communications Inc., the general partner, as well as limited partner with 6583458 Canada Inc. (the limited partners), carrying on business as Bell Aliant Regional Communications, Limited Partnership.

The Télébec Transaction (Application 2010-0924-1)

9.  The Commission approves the application by Bell Aliant Regional Communications Inc., the general partner, as well as limited partner with Bell Aliant Regional Communications Holdings Inc. and 6583458 Canada Inc. (the limited partners), carrying on business as Bell Aliant Regional Communications, Limited Partnership (new Bell Aliant LP), for authority to effect a corporate reorganization affecting the direct ownership of Câblevision du Nord de Québec inc. (CNQ), licensee of a regional video-on-demand undertaking, as well as  resulting in the insertion of temporary partners in new Bell Aliant LP.

10.  The steps for this corporate reorganization will be as follows:

11.  The applicant indicated that the purpose of the corporate reorganization is to simplify the corporate structure by winding up Télébec into Bell Aliant GP.

12.  The applicant indicated that the Télébec Transaction is separate from the Bell Aliant Arrangement, and the final decision to implement the Télébec Transaction had not been made. As such, the applicant requested approval of the implementation at the option of new Bell Aliant LP. The applicant further indicated that it would inform the Commission as to which steps would be implemented following the approval.

13.  The Télébec transaction includes the addition of Télébec, NorthernTel and Nordiq LP Subco as partners in new Bell Aliant LP. Upon notification by the applicant of completion of one or more of the steps listed above, the Commission will issue a new licence to all partners, carrying on business as Bell Aliant Regional Communications, Limited Partnership. The licence will expire 31 August 2012 and be subject to the same terms and conditions as those in effect under the current licence.

Reminder

  1. The Commission reminds the applicant that it must file, within 60 days of this decision, the executed versions of all related documents not already on file with the Commission, or request an extension of time to file these documents.

Secretary General

*This decision is to be appended to each licence.

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