Application for Authority to Effect a Change in Ownership or Control of a Licensed Broadcasting Undertaking (Assets) - Form 138

General instructions

Filing

File electronically via My CRTC Account by attaching the application to the Cover page. My CRTC Account allows you to securely submit documents to the Commission with a user ID and password. Therefore, a signature is not required when using My CRTC Account. Applicants who file their application in this manner are not required to submit a hard copy of the application and its related documents.

Applicants who cannot send their application electronically with My CRTC Account can contact the Commission at 1-877-249-CRTC (2782).

Instructions

The following questionnaire is in HTML format and may be downloaded to the word processing software of your choice. This enables you to complete the downloaded questionnaire by inserting your response in bold letters immediately following the question. You may add lines to the tables if necessary but do not alter or delete any text from the questionnaire.

The application must be divided into sections as set out in the questionnaire, and include the numbered questions followed by the corresponding response. Responses must be provided, at a minimum, in a size 10 font.

Naming convention for the electronic documents

The following documents should be submitted as separate electronic documents using the naming convention specified below. The document number (Doc#) indicates the ascending order in which the documents should appear on the public file.

The Commission may return the application if it has not been duly completed. The onus will be on the applicant to submit a clear application that provides all of the relevant information, identifies all regulatory issues raised in the application and provides supporting documentation.

1. General information

Location of undertaking:  __________________________________________
(for various locations, elaborate under section 4)

Type of transaction: Assets ( ) Assets and Control ( )

Type of undertaking (such as AM, FM, TV, Distribution, VOD, etc.):  __________________

1.1

Provide a brief description of your application:

1.2

List all the documents you request be treated as confidential:

1.3 Identification of the applicant (Purchaser acquiring the assets)

Individual (  ) Company to be incorporated (  )

Company (  ) Other (  ) Specify:  ____________________

Name:
Address:
Fax:
E-mail:

Contact person representing the applicant

(if there is no appointed agent under question 1.4)

Name:
Title:
Telephone:

Please indicate the E-Mail address and FAX number that should be specified in a Notice of Consultation.

E-mail:
Fax:

1.4 Appointment of agent

I, _________________________, the applicant, hereby appoint ___________________ as my agent for and on my behalf and in my name to sign, file and complete (if necessary) an application with the Canadian Radio-television and Telecommunications Commission and to sign and file a reply with respect thereto and I do hereby ratify, confirm, and adopt as my own act, such application and all replies made thereto.

Date:
At:
Signature:
Address of agent:
Title:
Telephone:
Fax:
E-mail:

1.5 Licensee subject to the transaction (the licensee of the undertaking involved prior to the proposed transaction)

Name:
Address:
Fax:
E-mail:

1.6 Declaration of the applicant or its appointed agent

I, ___________________________________ solemnly declare that:

1. I am the ___________________________ (representative/appointed agent) of the applicant named in this Application Brief and as such have knowledge of all matters declared therein.

2. The statements made in this application, or any document filed pursuant to any request for further information by the Commission, are (will be) to the best of my knowledge and belief true in all respects.

3. The opinions and estimates given in this application, or any document filed pursuant to any request for further information by the Commission, are (will be) based on facts as known to me.

4. I have examined the provisions of the Broadcasting Act and the broadcasting regulations relevant to this application.

And I have signed

Signature:
Date:

Witnessed by

Signature:
Name (Printed):
Date:
At:

1.7 Location(s) where the application may be examined

Set out the applicant’s website address or, if the application is not posted on their website, the email address where an electronic copy of the application may be requested:

Website:
Example: www.mycompany.com

Email:
Example: no-reply@no-reply.com

1.8 Same terms and conditions

The applicant confirms that the undertakings involved in the proposed transaction will continue to be operated by the licensee under the same terms and conditions as those in effect under the current licence(s)

Yes (  ) No (  )

(if an amendment is proposed, the applicant must complete a separate application brief.)

Date:
At:
Signature of Applicant/Licensee or its appointed agent:

1.9

It is mandatory that you file a Supplementary Brief identified as Appendix 1, ensuring that you provide details relating to all of the following:

• The rationale for the transaction, from the perspective of both, the vendor(s) and the purchaser(s); including the way in which the public interest would be met if the transaction is approved including but not limited to any proposed intangible benefits arising from the transaction;

• Any ownership issues that may arise from this proposed transaction (concentration of ownership, cross-media ownership, common ownership, sale of broadcasting undertakings within the first licence term, for example);

• The value of the transaction;

• Proposed tangible benefits:

  • The proposed tangible benefits as applicable to television undertakings to be purchased, the proposed tangible benefits must be incremental, non-self-serving and directed mainly to the production of Canadian programming. Information related to the application of tangible benefits is available in Broadcasting Regulatory Policy 2014-459 (the Policy). The Commission will expect that the applicant will address each of the criteria detailed in the Policy;
  • The proposed tangible benefits as applicable to radio undertakings to be purchased as set out in Broadcasting Regulatory Policy 2014-459 (the Policy), tangible benefits should be distributed as follows:
    • 3% to Radio Starmaker Fund or Fonds Radiostar
    • 1.5% to FACTOR or MUSICACTION
    • 1% at the discretion of the purchaser to any eligible Canadian content development (CCD) initiative as provided in Broadcasting Public Notice 2006-158
    • 0.5 % to the Community Radio Fund of Canada (CRFC)
• For any outstanding tangible benefit contributions by the undertakings to be acquired, provide:
  • The amount of tangible benefits and any other regulatory financial obligations that the undertaking(s) to be acquired have outstanding or in arrears.
  • The manner in which these contributions will be expended, the schedule under which this will be completed and where these expenses have been discussed as a part of the purchase agreement.
    
    Note that, for Canadian content development (CCD) in particular, the purchaser may be required to expend all payments found to be in arrears upon closing of the transaction.

1.10 Procedural request

The Canadian Radio-television and Telecommunications Commission Rules of Practice and Procedure allow an interested person to request that the Commission exercise a power under the Rules of Procedure or change the Rules of Procedure for a specific proceeding (sections 5 and 7). This is generally called a procedural request. You may consult the Implementation of new Rules of Practice and Procedure, Broadcasting and Telecom Regulatory Policy CRTC 2010-958, 23 December 2010, and the Guidelines on the CRTC Rules of Practice and Procedure, Broadcasting and Telecom Information Bulletin CRTC 2010-959, 23 December 2010, for more information.

Is the applicant requesting that the Commission make an exception to its Rules of Procedure in the treatment of this application?

Yes (  ) No (  )

If yes, please indicate which section of the Rules of Procedure you wish to vary, and provide a detailed rationale as to why this request should be granted:

2.  Ownership

Ownership Information

Appendix 2A:

All applicants must complete section a) of the appendix but MAY BE exempt from completing section b).

1. The Applicant

   The entity seeking authority to acquire the assets of a licensed undertaking, and to obtain a new licence to continue its operation.

2. The Shareholder Corporations

   The parent corporation, the corporations which form part of the control chain, and all corporations or legal entities listed in a table 2.2, holding directly or indirectly 10% or more of the voting interest of the corporation to which the table 2.2 pertains.

   You may be exempt from completing section b) if all ownership information for each of the entities that form part of the control chain has been supplied within the last 12 months from the date of this application and accepted as satisfactory by the Commission. You must also ensure that :

   • no changes have occurred since the last filing that would be subject to a notification requirement or prior approval by the Commission pursuant to the Regulations;

   • no amalgamation has occurred; and

   • the exemption statement in section a) of Appendix 2A has been completed.

Control statement and agreements

Append as Appendix 2B:

A statement regarding who will control the proposed licensee and by what means. If the control is to be held by a shareholder corporation, also advise who controls it and by what means.

If applicable, attach all related documents, such as Shareholders Agreement, Voting Trust Agreement, Local Management Agreement, Management Agreement, etc. Provide a draft document if the executed copy is not yet available.

Corporate documents

Append as Appendix 2C, a copy of all constituting documents (for example, Certificate and articles of Incorporation, Amendment or Amalgamation, By-Laws, Partnership Agreement, etc.), that are not already on file with the Commission:

For the applicant; if not yet incorporated, provide draft documents

For the parent corporation and for each corporation or other legal entity listed in table 2.2 of an Appendix 2A, holding directly or indirectly 20% or more of the voting interest of the corporation to which the table 2.2 pertains.

Appendix 2D

Append as Appendix 2D, a copy of the Purchase and Sale Agreement. Provide a draft document if the executed copy is not yet available.

3. Industry consolidation and cross-media ownership

3.1

Has the information in 3.2 been submitted to the Commission within the last 12 months:

Yes (  ) No (  )

If yes, provide reference to the application containing this information:

Application No.: __________________ Date filed:_____________________

If yes, proceed to section 4.

If no, complete question 3.2.

3.2

Complete the following table, providing a list of all entities involved in any of the areas listed below, for which any investment (equity and/or debt securities) is held by the applicant, its directors, a corporation which directly or indirectly controls the applicant and any shareholder holding 20% or more of the voting interest of the applicant. The table may be appended as Appendix 3.

Business classification code

1. Other CRTC licence holder and exempted undertakings

2. Daily newspaper

3. Non-daily newspaper or other media publisher

4. Production or distribution of programming material

5. Lessor of property, plant or equipment of applicant

6. Telecommunications company regulated under the Telecommunications Act

7. Company owning securities in any of categories (a) to (f)

3.3

Respond to the following questions, taking into consideration the various ownership interests identified in question 3.2, the increased consolidation in the broadcasting industry, and the trend towards cross-media ownership:

1. Provide details on the synergies expected from the multiple holdings following the transaction.

2. How will the applicant's ability to fulfill the objectives of the Broadcasting Act be affected by increased consolidation and/or cross-media ownership?

3. How will the applicant's provision of local programming be affected by increased consolidation and/or cross-media ownership?

4. What steps are being taken to ensure editorial independence between the various media interests?

4. Transmitters / service area

4.1

If applicable, provide a list of transmitters with their corresponding location or a list of the service area location(s).

Supporting document(s) to be appended:

Appendix 4
Service area maps

(refer to Broadcasting Information Bulletin CRTC 2009-384)

In the case of cable and MDS undertakings, you are required to submit maps that reflect the boundaries of the licensed service area(s) in one of the following formats:

• standard image (e.g., GIF, JPEG, TIFF, BMP)

• PDF file format

• GIS-compatible file format, electronically or on a CD-ROM

A map provided in a standard image or PDF file format must be in a scale that readily permits precise identification of the boundaries of the service area and depicts the location in relation to its surrounding areas. This map must provide a level of detail comparable to that contained in the paper map previously required by the Commission (1:50,000 NTS topographical map).

A map provided in a GIS-compatible file format must be created using a map datum of NAD83. The Commission will only accept the following GIS-compatible file extensions:

• MapInfo format (.tab)

• MapInfo Interchange format (.mid/.mif)

5. Funding, benefits and financial statements

5.1

Specify the funds available to finance the proposed transaction:

Equity:

Debt:

Total:

5.2

1. Specify the individual sources of financing for the funds identified in question 5.1 (for example, Bank loans, share capital, other loans). If any of these persons hold public office, by election or appointment, indicate the office held under the name of the person(s).

   Source	$

2. Where financing is to be provided, in whole or in part, through debt securities, provide the list of proposed debt holders, including names, citizenship or jurisdiction of incorporation (or other form of constitution), designation and description of debt securities held, and the principal amount of each one.

Questions 5.3, 5.4, 5.5 and 5.6 do not apply to distribution undertakings

5.3

Append as Appendix 5, the audited financial statements for the most recently completed fiscal year of the undertaking being acquired and, where available, any subsequent interim financial statements. If audited financial statements are not available, append non-audited financial statements for the period in question accompanied by the management attestation in the format set out in the Appendix in CRTC Circular No. 404, dated August 23, 1994. If the most recent financial statements were filed with the Commission as an attachment to the annual returns, there is no need to re-file the same statements – in that event please indicate this in your application.

5.4 Calculation of the Value of the Transaction (Amount subject to Tangible Benefits)

Please complete the following table:

Where leases are being assumed by the purchaser related to real property (buildings, studios and offices) and transmission facilities, please complete the following table:

5.5 Allocation of the Value of the Transaction / Amount Subject to Tangible Benefits

Where the transaction involves a mix of radio, television and other assets, please complete the following section:

Using the amount of the value of the transaction calculated in the table in section 5.5, and the percentages above, please complete the following table

5.6

The onus is placed firmly on the applicant to demonstrate that the tangible benefits it proposes meet the public interest. In addition to the information required in your Supplementary Brief, provide the amount of the proposed tangible benefits resulting from this transaction.

6. Inclusion of designated groups

Employment equity

Information relating to employment equity is available in Public Notices CRTC 1992-59 and 1997-34.

The Commission requires responses to questions regarding Employment Equity on behalf of the licensee following the transaction as a whole, with reference to all of its employees in aggregate, that is, employees at all undertakings for which the licensee, following the transaction, holds licences.

6.1

If the application is approved, will the licensee following the transaction maintain the undertaking's existing Employment Equity Policy or implement its own?

6.2

Is the licensee following the transaction subject to the 1996 Employment Equity Act (applicable to federally-regulated employers with 100 or more employees)?

Yes (  ) No (  )

If yes, proceed to question 6.7, "On-air Presence".

If no, proceed to question 6.3.

6.3

Outline examples of any measures (including hiring and training, apprenticeship programs, work arrangements, etc.) that you have or will put in place for the designated groups (women, Aboriginal peoples, persons with disabilities and visible minorities).

Questions 6.4 to 6.6 - Applicable if between 25 and 99 employees only:

6.4

How do you or will you communicate details of your employment equity policies to managers and staff?

6.5

Have you assigned, or will you assign, a senior level person to be responsible for tracking progress and monitoring results?

Yes (  ) No (  )

If yes, what authority does or will that person have to ensure goals are achieved?

6.6

What financial resources do you have or will you put in place to promote employment equity in the workplace (for example, funds for daycare, access for persons with disabilities, etc.)?

On-air presence

Information relating to on-air presence and voice-overs is available in Public Notices CRTC 1994-69 and 1995-98.

25 or more employees only:

6.7

Outline policies and procedures in place, or plans in this regard, to ensure the representation of members of the four designated groups in on-air positions, including voice-overs, where applicable. These policies, procedures and plans should include references to programs produced by the licensee following the transaction, as well as to acquired programming and advertising.

100 or more employees only:

6.8

Provide the total number and percentage of on-air employees, including voice-overs, (full-time, part-time and temporary) from each designated group, as well as the total number of ALL on-air employees who were employed in the last year, in which reports were submitted to Human Resources Development Canada.

Licensees are not required to provide data for each of the four job categories identified individually in the above-mentioned public notices, but rather for the four categories identified in aggregate.

7. Request for documents to be designated as confidential

Sections 30 to 34 of the Canadian Radio-television and Telecommunications Commission Rules of Practice and Procedure set out a process by which parties to Commission proceedings may file information on the record of a public proceeding in confidence.

A party filing information can “designate” it as confidential at the time it is filed with the Commission (section 31) if it falls into one of the following categories:

1. Information that is a trade secret
2. Financial, commercial, scientific or technical information that is confidential and that is treated consistently in a confidential manner by the person who submitted it; or
3. Information the disclosure of which could reasonably be expected:
   1. To result in material financial loss or gain to any person;
   2. To prejudice the competitive position of any person; or
   3. To affect contractual or other negotiations of any person.

At the time that the party files the information it designates as confidential, it must provide an abridged version of the document along with an explanation of how the information falls into a category of information listed in section 31. The party must provide a detailed rationale to explain why the disclosure of the information is not in the public interest (section 32(1)).

The confidential version of the document must be filed separately and must be marked “CONFIDENTIAL” on each page. If the document is filed electronically, each file containing confidential information must include “CONFIDENTIAL” in the file name.

The abridged version of the document and the reasons for the designation of information as confidential will be placed on the public record of the proceeding.

Please consult the Implementation of new Rules of Practice and Procedure, Broadcasting and Telecom Regulatory Policy CRTC 2010-958, 23 December 2010, and the Procedures for filing confidential information and requesting its disclosure in Commission proceedings, Broadcasting and Telecom Information Bulletin CRTC 2010-961, 23 December 2010, for complete process for filing confidential information.

7.1 Request for documents to be designated as confidential

Are you requesting for some information to be designated as confidential?

Yes (  ) No (  )

If yes, you must provide a detailed rationale to explain why the disclosure of the information is not in the public interest:

Book of supporting documents

Documents should be submitted in an accessible format (Broadcasting and Telecom Information Bulletin CRTC 2015-242)

CRTC 138 (2015-06-11) - Ownership Assets

***End of Document ***

Date modified:

2015-06-11