CJOT-FM and CKQB-FM Application
Total Page：16
File Type：pdf, Size：1020Kb
Via GCKey April 16th, 2013 Mr. John Traversy Secretary General Canadian Radio-television and Telecommunications Commission Ottawa, Ontario K1A 0N2 Dear Mr. Traversy: Re: Application to transfer ownership and effective control of CKQB-FM and CJOT-FM Ottawa to Corus Entertainment Inc. We are pleased to file an application by 8324433 Canada Inc., a wholly owned subsidiary of Corus Entertainment Inc. (Corus), on behalf of Bell Media Inc. and its designated trustee, for authority to transfer ownership and effective control of CKQB-FM and CJOT-FM, two English-language Category 2 commercial radio stations operating in Ottawa, Ontario, through the acquisition by Corus of the voting interests currently held by Astral Media Inc. (Astral) in these two stations. Please note that Bell Media Inc. has appointed the undersigned to act as its agent with respect to this application. Corus has filed via GCKey the following documents: For each station, an application for authority to effect a change in ownership or control of a licensed broadcasting undertaking (Shares)– Form 139; Appendix 1 – Supplementary Brief; Appendix 2B – Control Statement; Appendix 2C – Corporate Documents; Appendix 2D – Purchase and Sale Agreement – Confidential and Abridged versions; and Appendix 5 – Financial Statements – Confidential and Abridged versions. 2 The present application flows from a series of agreements between Corus and BCE Inc. (Bell) and Astral Media Inc. (Astral) to acquire either through shares or assets a variety of licensed programming undertakings. These binding agreements between the parties and each company as publicly traded companies (Corus, Bell and Astral) were made known to the public on March 4th, 2013, the date upon which these agreements were signed. The agreements that are the subject of this application are subject to two important conditions (among others): 1. The transaction between Bell and Astral that are the subject of this application are conditional upon the approval of the transfer applications that will be heard at an upcoming Commission public hearing on May 6th, 2013 (see Broadcasting Notice of Consultation CRTC 2013 106, Items 1-3) are approved; and 2. Once the above applications are approved, that Bell and Astral move to close the transaction. Pursuant to sections 31 and 32 of the Canadian Radio-television and Telecommunications Commission Rules of Practice and Procedure (the “Rules”), Corus is designating the financial information in Appendix 5 as well as Schedule 1.1(gg), Schedule 1.1(kk), Schedule 1.1(ssss), Schedule 1.1(tttt), Schedule 3.2(1)(f)(iii), Schedule 3.2(1)(i), Schedule 3.2(1)(i), Schedule 3.2(1)(m), Schedule 3.2(1)(o)(ii), Schedule 3.2(1)(q), and Schedule 4.11 of the Agreement in Appendix 2D as confidential. The sections that have been redacted contain competitively sensitive information whether for the current year or future years that could detrimentally impact Corus and certain individuals if released. This information has been disaggregated for the purposes of this report in a manner that it would not be for other filings, whether to the Commission or for securities purposes. Corus trusts that the application is in proper form; however, should you have any questions please contact the undersigned. Thank you for your attention to this matter. Sincerely, Sylvie Courtemanche Vice President, Government Relations Corus Entertainment Inc. ***End of document*** The linked image cannot be displayed. The file may have been moved, renamed, or deleted. Verify that the link points to the correct file and location. The linked image cannot be displayed. The file may have been moved, renamed, or deleted. Verify that the link points to the correct file and location. Application for authority to effect a change in ownership or control of a licensed broadcasting undertaking (Shares) - Form 139 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 conventions 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. Table 1 - Naming convention for the electronic documents Document Electronic file name The Covering Letter (if any) APP - Doc1 - Cover Letter The Application Form APP - Doc2 - Application form Appendix 1 APP - Doc3 - Appendix 1 - Supplementary brief Appendix 2A APP - Doc4 - Appendix 2A - Ownership Information APP - Doc5 - Appendix 2B - Control Statement and Appendix 2B Agreements (or draft) Appendix 2C APP - Doc6 - Appendix 2C - Corporate Documents (or draft) APP - Doc7 - Appendix 2D - Purchase and Sale Agreement Appendix 2D (or draft) Appendix 3 APP - Doc8 - Appendix 3 - Consolidation & Cross-Media Appendix 5 APP - Doc9 - Appendix 5 - Financial Statements NOT WEB - APP - Doc xx - Confdoc - "brief description of the Each confidential document document" Each abridged version of each APP - Doc - ABRIDGED VERSION - "same description of confidential document document for which confidentiality is requested" The Commission may return the application if it has not been duly completed or if the required technical documentation has not been filed with the Department of Industry. 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. Canadian Radio-television and Telecommunications Commission Application for authority to effect a change in ownership or control of a licensed broadcasting undertaking (Shares) 1. General information Location of undertaking: Ottawa, Ontario (for various locations, elaborate under section 4) Type of transaction: Shares ( X ) Shares and control ( ) Type of undertaking (such as AM, FM, TV, Distribution, VOD, etc.): CJOT-FM is a Category 2 commercial FM radio station operating in Ottawa, Ontario. 1.1 Provide a brief description of your application: This is an application by 8324433 Canada Inc., a wholly owned subsidiary of Corus Entertainment Inc. (Corus) on behalf of Bell Media Inc. (Bell) for authority to transfer the ownership and effective control of CJOT-FM, a Category 2 commercial radio station operating in Ottawa, Ontario known as “BOOM FM”, through the acquisition by Corus of the voting interests currently held by Astral Media inc. (Astral) in CJOT-FM. A similar proposal involving the acquisition by Corus of Astral’s voting interests in CKQB-FM Ottawa is the subject of a separate application filed concurrently. CJOT-FM is licensed to Astral Media Radio inc., a wholly owned subsidiary of Astral. This application to transfer Astral’s voting interests in CJOT-FM forms part of a larger series of transfers between Bell and Astral (the Astral/Bell transfer) and is subject to Commission approving the Astral/Bell transfer or substantially in accordance with the application filed by Bell on January 31st, 2013. The proposed transfer of ownership and effective control of CJOT-FM would flow as follows: Corus has incorporated 8324433 Canada Inc., which is 100% owned by Corus Entertainment Inc. At closing, 8324433 Canada Inc. will hold the licences of CKQB-FM and CJOT-FM. Following the Commission’s approval of the transfers outlined above, Corus intends to exercise effective control of CJOT-FM and to integrate this station within the Corus Radio operations. 1.2 List all the documents you request be treated as confidential: Appendix 2D – Purchase and Sale Agreement Schedule 1.1(gg), Schedule 1.1(kk), Schedule 1.1(ssss), Schedule 1.1(tttt), Schedule 3.2(1)(f)(iii), Schedule 3.2(1)(i), Schedule 3.2(1)(i), Schedule 3.2(1)(m), Schedule 3.2(1)(o)(ii), Schedule 3.2(1)(q), Schedule 4.11 Appendix 5 – Financial Statements 1.3 Identification of the licensee subject to the transaction (herein after the applicant) Name: Bell Media Inc. Address: 299 Queen Street West, Toronto, Ontario M5V 2Z5 Fax: (416) 384-4580 E-mail: [email protected] Contact person representing the applicant (if there is no appointed agent under question 1.4) Name: Kevin Goldstein Title: Vice President, Regulatory Affairs Telephone: (416) 384-5155 Please indicate the E-Mail address and FAX number that should be specified in a Notice of Consultation. Fax: (416) 479-7015 E-mail: [email protected] 1.4 Appointment of agent I, Kevin Goldstein, the applicant, hereby appoint Sylvie Courtemanche 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: April 16, 2013 At: Toronto, Ontario Signature: Address of agent: 25 Dockside Drive, Toronto, Ontario M5A 0B5 Title: Vice-President, Government Relations, Corus Entertainment Inc.