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Broadcasting Decision CRTC 2019-14

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Reference: 2018-388

Ottawa, 21 January 2019

Bell Media Inc., on its own behalf and on behalf of 8384819 Canada Inc., and Bell Media Inc., on behalf of a corporation to be incorporated
Various locations

Public record for these applications: 2018-0483-1, 2018-0672-0, 2018-0673-8, 2018-0674-6, 2018-0675-4, 2018-0676-2 and 2018-0484-9
Public hearing in the National Capital Region
6 December 2018

Various radio and television stations – Corporate reorganization

  1. The Commission approves the applications by Bell Media Inc. (Bell Media), on its own behalf and on behalf of 8384819 Canada Inc., as well as the application by Bell Media, on behalf of a corporation to be incorporated, for authority to effect a multi-step corporate reorganization involving the assets of the radio and television services listed in the appendix to this decision. Bell Media also requested new broadcasting licences to continue the operation of these services under the same terms and conditions as those in effect under the current licences. The Commission did not receive any interventions regarding these applications.
  2. The corporate reorganization will be effected through a series of steps. First, a new share capital corporation will acquire the assets of the services currently operated by Bell Media Radio (Toronto) Inc. and 4382072 Canada Inc., partners in a general partnership carrying on business as Bell Media Radio G.P. Following an amalgamation, Bell Media will become the licensee of these undertakings. Next, Bell Media and 8384819 Canada Inc. will become partners in a new general partnership, which will replace the general partnerships currently carrying on business as Bell Media Windsor Radio Partnership, Bell Media Ontario Regional Radio Partnership, Bell Media Ottawa Radio Partnership, Bell Media Toronto Radio 2013 Partnership, Bell Media Canada Radio 2013 Partnership and Bell Media British Columbia Radio Partnership.
  3. The reorganization will simplify the structure of the company without changing the effective control of the licensees.
  4. Pursuant to the Direction to the CRTC (Ineligibility of Non-Canadians) (the Direction), no broadcasting licence may be issued and no amendment or renewals thereof may be granted to an applicant that is a non-Canadian. A non-Canadian is a person or entity that is not a Canadian.
  5. BCE Inc. exercises the effective control of Bell Media and 8384819 Canada Inc. The board of directors controls this public corporation with numerous shareholders. Given that the number of Canadian shareholders sits between 66.6% and 80%, the parent company cannot control or influence the programming decisions of its subsidiaries. To comply with the Direction, an independent programming committee is responsible for all programming decisions of broadcasting licensees. No director, executive staff member or employee of BCE Inc. is a member of the programming committee. Consequently, the new proposed licensees satisfy the Direction’s eligibility criteria.
  6. Upon surrender of the current licences, the Commission will issue new licences to Bell Media Inc., on its own behalf and on behalf of 8384819 Canada Inc., and to Bell Media Inc., on behalf of a corporation to be incorporated. The licences will be subject to the terms and conditions in effect under the current licences.
  7. The Commission directs Bell Media to file executed copies of all documents in support of this corporate reorganization by no later than 20 February 2019.

Reminder

  1. The new licensees will be responsible for any non-compliance for each of the acquired undertakings that may have occurred during the licence term preceding the issuance of the new licences.

Secretary General

This decision is to be appended to each licence.

Appendix to Broadcasting Decision CRTC 2019-14

Undertakings subject to the present transactions

Bell Media Radio (Toronto) Inc. and 4382072 Canada Inc., partners in a general partnership carrying on business as Bell Media Radio G.P.

British Columbia
Alberta
Saskatchewan
Manitoba
Ontario
Quebec

Bell Media and 8384819 Canada Inc., partners in a general partnership carrying on business as Bell Media Windsor Radio Partnership

Ontario

Bell Media and 8384819 Canada Inc., partners in a general partnership carrying on business as Bell Media Ontario Regional Radio Partnership

Ontario

Bell Media and 8384819 Canada Inc., partners in a general partnership carrying on business as Bell Media Ottawa Radio Partnership

Ontario

Bell Media and 8384819 Canada Inc., partners in a general partnership carrying on business as Bell Media Toronto Radio 2013 Partnership

Ontario

Bell Media and 8384819 Canada Inc., partners in a general partnership carrying on business as Bell Media Canada Radio 2013 Partnership

Nova Scotia
Quebec
Ontario
Manitoba

Bell Media and 8384819 Canada Inc., partners in a general partnership carrying on business as Bell Media British Columbia Radio Partnership

British-Columbia
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