Bell Aliant Regional Communications Holdings, Limited Partnership - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications -- Application related to i) recent reorganization of corporate reporting issuer by its controlling shareholders, ii) conversion of reporting issuer into an income trust by way of a plan of arrangement, and iii) establishment of a new finance subsidiary -- As a consequence of the plan of arrangement, newly established parent entity (Holdings LP) to corporate reporting issuer became a reporting issuer in certain jurisdictions by operation of law -- Holdings LP deemed to be reporting issuer in other jurisdictions to ensure consistency of regulatory treatment across Canada -- corporate reporting issuer deemed to have ceased to be a reporting issuer since its filings will largely duplicate filings of Holdings LP and will provide little additional benefit to investors -- See also related application by finance subsidiary for continuous disclosure relief and related relief based on continuous disclosure filings of principal credit supporter, Holdings LP.
Applicable Legislative Provisions
Securities Act, R.S.O. 1990, c. S.5, as am., ss. 83, 83.1.
November 24, 2006
IN THE MATTER OF
THE SECURITIES LEGISLATION OF
SASKATCHEWAN, ONTARIO, NEW BRUNSWICK
AND NEWFOUNDLAND AND LABRADOR
(the "Jurisdictions")
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
BELL ALIANT REGIONAL COMMUNICATIONS
HOLDINGS, LIMITED PARTNERSHIP
MRRS DECISION DOCUMENT
Background
The local securities regulatory authority or regulator (the "Decision Maker") in each of the Jurisdictions has received an application from Bell Aliant Regional Communications Holdings, Limited Partnership ("Holdings LP") for a decision (the "Deemed Reporting Issuer Relief") under the securities legislation of the Jurisdictions (the "Legislation") that Holdings LP be deemed or declared to be a reporting issuer or equivalent in each of the Jurisdictions.
Under National Policy 12-201 Mutual Reliance Review System for Exemptive Relief Applications ("MRRS"):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) this MRRS decision document evidences the decision of each Decision Maker.
Interpretation
Defined terms contained in National Instrument 14-101 Definitions have the same meaning in this decision unless they are defined in this decision.
Representations
This decision is based on the following facts represented by Holdings LP:
The Arrangement
1. Bell Aliant Regional Communications, Limited Partnership ("Bell Aliant LP"), Holdings LP and Bell Aliant Regional Communications Income Fund (the "Fund") are each successor issuers to Aliant Inc. ("Aliant") and its wholly-owned subsidiary, Aliant Telecom Inc. ("Aliant Telecom" and, together with Aliant, "Old Aliant"), and were created in connection with a reorganization of Old Aliant pursuant to a plan of arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act.
2. On July 7, 2006, Old Aliant, BCE Inc. ("BCE") and Bell Canada completed the implementation of the Arrangement, which involved an exchange of certain business operations between Bell Canada and Old Aliant and the conversion of Old Aliant to an income trust.
3. The Arrangement resulted in
(i) the combination of Old Aliant's wireline telecommunications operation in Atlantic Canada, information technology operation and other operations with Bell Canada's wireline telecommunications operation in certain of its regional territories in Ontario and Québec (the "Rural Wireline Operations");
(ii) the transfer of Bell Canada's 63.4% indirect interest in NorthernTel, Limited Partnership and Télébec, Limited Partnership (collectively the "Bell Nordiq Partnerships") to Old Aliant;
(iii) the transfer of Old Aliant's wireless operations and its interest in DownEast Ltd. to Bell Canada; and
(iv) the conversion of Old Aliant to an income trust with the outstanding common shares of Old Aliant (other than a number of shares held by BCE) being exchanged for units of the Fund on a one for one basis.
4. The Arrangement resulted in the creation of a number of entities held directly and indirectly, in whole or in part by the Fund, each of which is a general partner or other holding entity created to facilitate the operation of the combined business by Bell Aliant LP and the distribution of cash derived from the operations and activities of Bell Aliant LP and the Bell Nordiq Partnerships to the unitholders.
The Fund
5. The Fund is an unincorporated, open-ended trust governed by the laws of the Province of Ontario. The Fund was established on March 30, 2006 under a declaration of trust, as amended and restated on July 6, 2006 (the "Declaration of Trust"), in connection with the Arrangement.
6. The Fund is a reporting issuer or equivalent in each of the Jurisdictions.
7. The beneficial interests in the Fund are divided into interests of two classes, designated as "Units" and "Special Voting Units". An unlimited number of Units and Special Voting Units are issuable pursuant to the Declaration of Trust.
8. Each Unit is transferable and represents an equal undivided beneficial interest in any distributions from the Fund and in the net assets of the Fund in the event of a termination or winding up of the Fund. Each Unit entitles the holder thereof to one vote at all meetings of holders of Units and Special Voting Units (collectively, "Voting Unitholders").
9. Special Voting Units are not entitled to any beneficial interest in any distribution from the Fund or in the net assets of the Fund in the event of a termination or winding up of the Fund. Each Special Voting Unit entitles the holder thereof to one vote at any meeting of Voting Unitholders (subject to customary anti-dilution adjustments).
10. The Units of the Fund are listed on the Toronto Stock Exchange under the symbol "BA.UN". As of September 30, 2006, 124,118,633 Units were issued and outstanding representing a 55.3 % voting interest in the Fund.
Holdings LP
11. Holdings LP is a limited partnership established under the laws of the Province of Quebec on June 29, 2006. The head office of Holdings LP is located at 6 South Maritime Centre, 1505 Barrington Street, P.O. Box 880 Central, Halifax, Nova Scotia.
12. Holdings LP is a successor issuer to each of Aliant and Aliant Telecom and upon completion of the Arrangement it became a reporting issuer in the provinces of Nova Scotia, British Columbia and Alberta.
13. As a result of the varying definitions of "reporting issuer" contained in Canadian securities legislation, Holdings LP did not automatically, upon completion of the Arrangement, become a reporting issuer in the provinces of Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick or Newfoundland and Labrador.
14. Holdings LP is authorized to issue Class 1 exchangeable limited partnership units (the "Holdings Class 1 Exchangeable LP Units") and Class 2 limited partnership units (the "Holdings Class 2 LP Units").
15. As at September 30, 2006, there were 28,168,803 Holdings Class 1 Exchangeable LP Units and 124,121,177 Holdings Class 2 LP Units outstanding. BCE indirectly holds all of the Holdings Class 1 Exchangeable LP Units and Bell Aliant Holdings Trust ("Holdings Trust"), a wholly-owned subsidiary of the Fund, holds all of the Holdings Class 2 LP Units.
16. Bell Aliant Regional Communications Holdings Inc. ("Holdings GP") is the general partner of Holdings LP.
Bell Aliant LP
17. Bell Aliant LP is a limited partnership established in connection with the Arrangement under the laws of the Province of Manitoba on July 5, 2006. The head office of Bell Aliant LP is located at 6 South Maritime Centre, 1505 Barrington Street, P.O. Box 880 Central, Halifax, Nova Scotia.
18. As part of the Arrangement, substantially all of the business, operations and assets of Old Aliant and its operating subsidiaries were transferred to Bell Aliant LP and Bell Aliant LP continues to carry on the business previously carried on by Old Aliant and its subsidiaries, other than the wireless operations, which were transferred to Bell Canada.
19. Bell Aliant LP is a successor issuer to each of Aliant and Aliant Telecom and became a reporting issuer in certain provinces of Canada upon completion of the Arrangement. Bell Aliant LP became a reporting issuer or equivalent in each of the Jurisdictions upon receiving a final MRRS document on September 15, 2006 for the short form base shelf prospectus offering up to $3.0 billion principal amount of medium term notes.
Wireline GP
20. Bell Aliant Regional Communications, Inc ("Wireline GP") is a corporation incorporated under the Canada Business Corporations Act and was formed by the amalgamation of:
(i) Aliant and Aliant Telecom and certain other subsidiaries pursuant to articles of amalgamation on July 1, 2006; and
(ii) 6591710 Canada Inc. on July 7, 2006 pursuant to the articles of arrangement filed on July 5, 2006 in connection with the Arrangement.
21. Wireline GP is a successor issuer to each of Aliant and Aliant Telecom and is a reporting issuer or equivalent in each of the Jurisdictions.
22. Wireline GP is the general partner of Bell Aliant LP.
23. Wireline GP had applied for relief to cease to be a reporting issuer in all of the jurisdictions in Canada in which it was a reporting issuer as a result of the Arrangement, other than in British Columbia where it filed the notice required under the Legislation of that province to voluntarily surrender its reporting issuer status effective on October 10, 2006. The relief deeming Wireline GP to have ceased to be a reporting issuer in all such jurisdictions was granted on November 9, 2006.
Decision
Each of the Decision Makers is satisfied that the tests contained in the Legislation that provides the Decisions Makers with jurisdiction to make decisions herein have been met.
THE DECISION of the Decision Makers under the Legislation is that the Deemed Reporting Issuer Relief is granted.