SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of: January 2019 | Commission File Number: 1-8481 |
BCE Inc.
(Translation of Registrants name into English)
1, Carrefour Alexander-Graham-Bell, Verdun, Québec, Canada H3E 3B3,
(514) 870-8777
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F _________ | Form 40-F ____ X ____ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _________ | No ____ X ____ |
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____.
Only the Tenth Supplemental Trust Indenture dated as of January 1, 2019 between Bell Canada, as issuer, BCE Inc., as guarantor, and Computershare Trust Company of Canada, as trustee, furnished with this Form 6-K as Exhibit 99.3 is incorporated by reference in the registration statement filed by BCE Inc. with the Securities and Exchange Commission on Form F-10 (Registration Statement No. 333-223660). Except for the foregoing, no other document or portion of document furnished with this Form 6-K is incorporated by reference in BCE Inc.s registration statements. Notwithstanding any reference to BCE Inc.s Web site on the World Wide Web in the documents attached hereto, the information contained in BCE Inc.s site or any other site on the World Wide Web referred to in BCE Inc.s site is not a part of this Form 6-K and, therefore, is not furnished to the Securities and Exchange Commission.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BCE Inc.
(Signed) Michel Lalande |
Michel Lalande
Senior Vice-President, Corporate Secretary & General Counsel
January 9, 2019 |
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EXHIBIT INDEX
99.1 Bell Canada Certificate and Articles of Amalgamation
99.2 Fifty-Seventh Supplemental Trust Indenture dated as of January 1, 2019 between Bell Canada, as issuer, BCE Inc., as guarantor, and CIBC Mellon Trust Company, as trustee
99.3 Tenth Supplemental Trust Indenture dated as of January 1, 2019 between Bell Canada, as issuer, BCE Inc., as guarantor, and Computershare Trust Company of Canada, as trustee
99.4 Sixth Supplemental Indenture dated as of January 1, 2019 between Bell MTS Inc., Bell Canada, BCE Inc. and Computershare Trust Company of Canada, as trustee
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Exhibit 99.1
Exhibit 99.2
Dated as of January 1, 2019
BELL CANADA
and
BCE INC.
and
CIBC MELLON TRUST COMPANY -
COMPAGNIE TRUST CIBC MELLON
Trustee
FIFTY-SEVENTH SUPPLEMENTAL
TRUST INDENTURE
THIS FIFTY-SEVENTH SUPPLEMENTAL TRUST INDENTURE made as of January 1, 2019
BETWEEN |
BELL CANADA
, a corporation incorporated under the laws of Canada, herein called the
"Corporation"
and BCE INC. , a corporation incorporated under the laws of Canada, herein called the "Guarantor" and CIBC MELLON TRUST COMPANY / COMPAGNIE TRUST CIBC MELLON , a corporation governed by the Trust and Loan Companies Act (Canada), herein called the " Trustee " |
WHEREAS the Corporation currently has debentures, Series EG, EH, EJ, EO, EU and EZ issued and outstanding pursuant to a trust indenture between Bell Canada and the Trustee dated as of July 1, 1976, as from time to time supplemented, modified or changed (the "Original Trust Indenture") ;
AND WHEREAS by a Fifty-Third Supplemental Indenture to the Original Trust Indenture dated February 1, 2007, the Guarantor provided a guarantee of Bell Canadas payment obligations under the Original Trust Indenture;
AND WHEREAS effective January 1, 2019, Bell Canada amalgamated with its wholly-owned subsidiaries 8415552 Canada Inc. and Bell MTS Data Centres Inc. pursuant to the provisions of the Canada Business Corporations Act , with the result that the Corporation, as the amalgamated entity, became Bell Canadas successor;
AND WHEREAS pursuant to the provisions of the Original Trust Indenture and, in particular, of sections 8.01 and 10.01(d) thereof, it is desirable that the Corporation enter into and execute this Fifty-Seventh Supplemental Trust Indenture in favour of the Trustee to confirm the obligations of the Corporation.
NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby agreed and declared as follows:
ARTICLE 1
Interpretation
SECTION 1.01. Part of Original Trust Indenture. The Original Trust Indenture is a part of this Fifty-Seventh Supplemental Trust Indenture and by this reference is incorporated herein with the same effect as though at length set forth herein; and in this Fifty-Seventh Supplemental Trust Indenture, unless there is something in the subject or context inconsistent therewith, the expressions herein contained shall have the same meaning as corresponding expression in the Original Trust Indenture. All the provisions of the Original Trust Indenture,
except only so far as the same may be inconsistent with the express provisions of this Fifty-Seventh Supplemental Trust Indenture, shall apply to and have effect in connection with this Fifty-Seventh Supplemental Trust Indenture.
Solely for purposes of the incorporation by reference herein of the Original Trust Indenture (i) the word "Company" defined in Section 1.01 of the Original Trust Indenture shall be replaced by the word "Corporation" and (ii) whenever the word "Company" appears in the Original Trust Indenture, it shall be read as a reference to the word "Corporation''.
ARTICLE 2
Covenants of the Corporation
SECTION 2.01. Confirmation of Covenants. The Corporation hereby expressly covenants:
(1) To pay punctually when due the principal moneys, premium, if any, interest and other moneys payable under the Original Trust Indenture;
(2) To perform and observe punctually all the obligations of Bell Canada under the Original Trust Indenture and under and in respect of all outstanding Debentures; and (3) To observe and perform each and every covenant, stipulation, promise, undertaking, condition and agreement of Bell Canada contained in the Original Trust Indenture as fully and completely as if it had itself executed the Original Trust Indenture as Party of the First Part to the Original Trust Indenture and had expressly agreed therein to observe and perform the same. |
ARTICLE 3
Guarantee
SECTION 3.01. Confirmation of Guarantee . The Guarantor agrees that the Guarantee provided by the Guarantor pursuant to the Fifty-Third Supplemental Indenture to the Original Trust Indenture:
(1) Remains enforceable against it in accordance with its terms; and
(2) Continues to guarantee the full and timely payment when due, whether at stated maturity, by required payment, acceleration, declaration, demand or otherwise of all of the Guaranteed Obligations. |
ARTICLE 4
Execution
SECTION 4.01. Counterparts and Formal Date. This Fifty-Seventh Supplemental Trust Indenture may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear date as of January 1, 2019.
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IN WITNESS WHEREOF the parties hereto have declared that they have required that these presents be in the English language and have executed these presents under the hands of their proper officers in that behalf.
BELL CANADA
|
|
By: | (Signed) Curtis Millen |
Curtis Millen
Senior Vice-President, Corporate Strategy and Treasurer |
BCE INC.
|
|
By: | (Signed) Curtis Millen |
Curtis Millen
Senior Vice-President, Corporate Strategy and Treasurer |
CIBC MELLON TRUST COMPANY
COMPAGNIE TRUST CIBC MELLON, as Trustee |
|
By: | (Signed) Bret S. Derman |
Bret S. Derman
Authorized Signing Officer |
[Signature page Fifty-Seventh Supplemental Trust Indenture]
Exhibit 99.3
Dated as of January 1, 2019
BELL CANADA
and
BCE INC.
and
COMPUTERSHARE TRUST COMPANY OF CANADA/
SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA
Trustee
TENTH SUPPLEMENTAL
TRUST INDENTURE
THIS TENTH SUPPLEMENTAL TRUST INDENTURE made as of January 1, 2019
BETWEEN |
BELL CANADA
, a corporation incorporated under the laws of Canada, herein called the
"Corporation
"
and BCE INC. , a corporation incorporated under the laws of Canada, herein called the "Guarantor " and COMPUTERSHARE TRUST COMPANY OF CANADA/ SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA , a corporation governed by the Trust and Loan Companies Act (Canada), herein called "Trustee" |
WHEREAS the Corporation currently has subordinated debentures, Series 1 and Series 2 issued and outstanding pursuant to a trust indenture between Bell Canada and the Trustee dated as of April 17, 1996, as from time to time supplemented, modified or changed (the "Original Trust Indenture") ;
AND WHEREAS by a Sixth Supplemental Indenture to the Original Trust Indenture dated February 1, 2007, the Guarantor provided a guarantee of Bell Canadas payment obligations under the Original Trust Indenture;
AND WHEREAS effective January 1, 2019, Bell Canada amalgamated with its wholly-owned subsidiaries 8415552 Canada Inc. and Bell MTS Data Centres Inc. pursuant to the provisions of the Canada Business Corporations Act , with the result that the Corporation, as the amalgamated entity, became Bell Canadas successor;
AND WHEREAS pursuant to the provisions of the Original Trust Indenture and, in particular, of sections 8.01 and 10.01(d) thereof, it is desirable that the Corporation enter into and execute this Tenth Supplemental Trust Indenture in favour of the Trustee to confirm the covenants and obligations of the Corporation.
NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby agreed and declared as follows:
ARTICLE ONE
Interpretation
SECTION 1.01. Part of Original Trust Indenture. The Original Trust Indenture is a part of this Tenth Supplemental Trust Indenture and by this reference is incorporated herein with the same effect as though at length set forth herein; and in this Tenth Supplemental Trust
Indenture, unless there is something in the subject or context inconsistent therewith, the expressions herein contained shall have the same meaning as corresponding expression in the Original Trust Indenture. All the provisions of the Original Trust Indenture, except only so far as the same may be inconsistent with the express provisions of this Tenth Supplemental Trust Indenture, shall apply to and have effect in connection with this Tenth Supplemental Trust Indenture.
ARTICLE TWO
Covenants of the Corporation
SECTION 2.01. Confirmation of Covenants. The Corporation hereby expressly covenants:
(1) To pay punctually when due the principal moneys, premium, if any, interest and other moneys payable under the Original Trust Indenture;
(2) To perform and observe punctually all the obligations of Bell Canada under the Original Trust Indenture and under and in respect of all outstanding Debentures; and (3) To observe and perform each and every covenant, stipulation, promise, undertaking, condition and agreement of Bell Canada contained in the Original Trust Indenture as fully and completely as if it had itself executed the Original Trust Indenture as Party of the First Part to the Original Trust Indenture and had expressly agreed therein to observe and perform the same. |
ARTICLE THREE
Guarantee
SECTION 3.01. Confirmation of Guarantee. The Guarantor agrees that the Guarantee provided by the Guarantor pursuant to the Sixth Supplemental Indenture to the Original Trust Indenture:
(1) Remains enforceable against it in accordance with its terms; and
(2) Continues to guarantee the full and timely payment when due, whether at stated maturity, by required payment, acceleration, declaration, demand or otherwise of all of the Guaranteed Obligations. |
ARTICLE FOUR
Execution
SECTION 4.01. Counterparts and Formal Date. This Tenth Supplemental Trust Indenture may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear date as of January 1, 2019.
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IN WITNESS WHEREOF the parties hereto have declared that they have required that these presents be in the English language and have executed these presents under the hands of their proper officers in that behalf.
BELL CANADA
|
|
By: | (Signed) Curtis Millen |
Curtis Millen
Senior Vice-President, Corporate Strategy and Treasurer |
BCE INC.
|
|
By: | (Signed) Curtis Millen |
Curtis Millen
Senior Vice-President, Corporate Strategy and Treasurer |
COMPUTERSHARE TRUST COMPANY OF CANADA / SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA
|
|
By: | (Signed) Nathalie Gagnon |
Nathalie Gagnon
Corporate Trust Officer
|
|
By: | (Signed) Ana Kamami |
Ana Kamami
Associate Trust Officer |
[Signature page Tenth Supplemental Trust Indenture]
Exhibit 99.4
THIS SIXTH SUPPLEMENTAL INDENTURE made as of the 1 st day of January, 2019.
AMONG:
BELL MTS INC.
, a body corporate existing under the laws of the Province of Manitoba and having its registered office in the City of Winnipeg, in the Province of Manitoba
(hereinafter called Bell-MTS ) and BELL CANADA , a corporation incorporated under the laws of Canada having its registered office in the City of Verdun, in the Province of Québec (both prior to and following the Amalgamation (as defined below), hereinafter called Bell Canada) and BCE INC. , a corporation incorporated under the laws of Canada having its registered office in the City of Verdun, in the Province of Québec (hereinafter called the Guarantor ) and COMPUTERSHARE TRUST COMPANY OF CANADA , a company incorporated and existing under the laws of Canada duly authorized to carry on the business of a trust company (hereinafter called the Trustee ) |
RECITALS:
WHEREAS Bell-MTS, Bell Canada, the Guarantor and the Trustee are party to a trust indenture dated as of August 10, 2011 (the Initial Indenture ), which provides for the issuance of one or more series of Notes; AND WHEREAS a first supplemental indenture dated March 27, 2017 was entered into between Bell-MTS and the Trustee for the purpose of confirming certain obligations of Bell-MTS following the amalgamation of its predecessor entities, namely Manitoba Telecom Services Inc.
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(which was a party to the original Indenture) and 7515660 Manitoba Inc. (the First Supplemental Indenture) ;
AND WHEREAS a second supplemental indenture dated March 27, 2017 was entered into between Bell-MTS, Bell Canada, the Guarantor and the Trustee following the transfer by Bell-MTS of substantially all of its assets to Bell Canada to, amongst other things, (i) have Bell Canada covenant to observe and perform the obligations of Bell-MTS under the Indenture, (ii) confirm that Bell-MTS was not released from its obligations under the Indenture and that it remained a co-obligor on a joint and several basis with Bell Canada under the Indenture; and (iii) to provide for a guarantee by the Guarantor under the Indenture (the Second Supplemental Indenture );
AND WHEREAS a third supplemental indenture dated April 1, 2017 was entered into between Bell-MTS, Bell Canada, the Guarantor and the Trustee for the purpose of confirming certain obligations of Bell Canada following the amalgamation of Bell Canada with MTS Inc. (the Third Supplemental Indenture );
AND WHEREAS a fourth supplemental indenture dated April 1, 2017 was entered into between Bell-MTS, Bell Canada, the Guarantor and the Trustee for the purpose of confirming certain obligations of Bell Canada following the amalgamation of Bell Canada with 9331956 Canada Inc., 10085324 Canada Inc. and 10085332 Canada Inc. (the Fourth Supplemental Indenture );
AND WHEREAS a fifth supplemental indenture dated October 1, 2018 was entered into between Bell-MTS, Bell Canada, the Guarantor and the Trustee for the purpose of confirming certain obligations of Bell Canada following the amalgamation of Bell Canada with BCE Elix Inc. (together with the Initial Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the Indenture );
AND WHEREAS pursuant to the Indenture, $200,000,000 principal amount of 4.59% Notes (Series 9) due October 1, 2018 were issued by Bell-MTS on September 30, 2011 and $225,000,000 principal amount of 4.00% Notes (Series 10) due May 27, 2024 were issued by Bell-MTS on May 26, 2014;
AND WHEREAS the $200,000,000 principal amount of 4.59% Notes (Series 9) due October 1, 2018 were redeemed, prior to maturity, on April 16, 2018;
AND WHEREAS concurrently with the entering into of this Supplemental Indenture, in accordance with an internal corporate restructuring, Bell Canada amalgamated with 8415552 Canada Inc. and Bell MTS Data Centres Inc. (the Amalgamation );
AND WHEREAS Section 10.1(b) of the Indenture provides that, as a part of any amalgamation, every resulting successor of Bell Canada shall execute an indenture or indentures supplemental to the Indenture in favour of the Trustee whereby such successor covenants (i) to pay punctually when due the principal of, interest, if any, on and all other amounts owing under all the Notes; (ii) to perform and observe punctually all the obligations of Bell Canada under the Indenture and under and in respect of all Outstanding Notes; and (iii) to observe and perform each and every covenant, stipulation, promise, undertaking, condition and agreement of Bell Canada contained in the Indenture as fully and completely as if it had itself executed the Indenture as Bell Canada and had expressly agreed in the Indenture to observe and perform the same;
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AND WHEREAS Bell Canada has determined that no condition or event exists as to Bell Canada either at the time of or immediately after the Amalgamation and after giving effect thereto or immediately after Bell Canada shall become liable to pay the principal of, and interest, if any, on and all other amounts owing under all of the Notes and to perform every covenant under the Indenture on the part of Bell Canada to be performed or observed, that constitutes or would constitute a default or Event of Default under the Indenture;
AND WHEREAS Bell Canada has approved the terms and timing and manner of the Amalgamation as not being prejudicial to the interests of the Noteholders;
AND WHEREAS the foregoing recitals are made as representations and statements of fact by Bell Canada and not the Trustee;
NOW THEREFORE it is hereby covenanted, agreed and declared as follows:
ARTICLE 1
INTERPRETATION
1.1 | Supplemental Indenture |
This Supplemental Indenture is a supplemental indenture within the meaning of the Indenture. The Indenture and this Supplemental Indenture will be read together and have effect so far as practicable as though all of the provisions of the Indenture and Supplemental Indenture were contained in one instrument. If any provisions of the Indenture are inconsistent with the express provisions hereof, the provisions of the Indenture will be amended, varied, supplemented, modified, restated or replaced so as to be consistent with this Supplemental Indenture.
1.2 | Definitions |
All terms used but not defined in this Supplemental Indenture have the meanings ascribed to them in the Indenture as such meanings may be amended by this Supplemental Indenture. In the event of any inconsistency between the terms in the Indenture and this Supplemental Indenture, the terms in this Supplemental Indenture prevail.
1.3 | References to Sections, Articles and Schedules |
Unless otherwise provided, all references herein to Sections, Articles or Schedules are references to Sections, Articles and Schedules of or to this Supplemental Indenture.
ARTICLE 2
COVENANTS OF THE COMPANY
2.1 | Covenants of Bell Canada |
By its execution of this Supplemental Indenture, Bell Canada hereby acknowledges that, by operation of law, it is a party to the Indenture and, as such, confirms that it covenants in favour of the Trustee (i) to pay punctually when due the principal of, interest, if any, on and all other amounts owing under all the Notes, (ii) to perform and observe punctually all the obligations of Bell Canada under the Indenture and under and in respect of all Outstanding Notes; and (iii) to observe and perform each and every covenant, stipulation, promise, undertaking, condition and agreement of Bell Canada contained in the Indenture as fully and completely as if it had itself
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executed the Indenture as Bell Canada (prior to the Amalgamation) and had expressly agreed in the Indenture to observe and perform the same.
ARTICLE 3
MISCELLANEOUS
3.1 | Confirmation of Indenture |
The Indenture, as changed, altered, amended, modified or supplemented by this Supplemental Indenture, shall continue in full force and effect and is hereby confirmed.
3.2 | Counterparts |
This Supplemental Indenture may be simultaneously executed in several counterparts, each of which when so executed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.
3.3 | Language |
Each of the parties hereto hereby acknowledges that it has consented to and requested that this Supplemental Indenture and all documents relating hereto be drawn up in the English language only. Chacune des parties aux présentes reconnaît par les présentes quelle a demandé et consent à ce que le présent amendement et tous les documents sy rattachant, ne soient rédigés quen anglais.
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IN WITNESS whereof the parties hereto have duly executed this Supplemental Indenture as of the date first set out above.
BELL MTS INC.
|
|
Per: | (Signed) Curtis Millen |
Name: Curtis Millen
Title: Treasurer |
BELL CANADA
|
|
Per: | (Signed) Curtis Millen |
Name: Curtis Millen
Title: Senior Vice-President, Corporate Strategy and Treasurer |
BCE INC.
|
|
Per: | (Signed) Curtis Millen |
Name: Curtis Millen
Title: Senior Vice-President, Corporate Strategy and Treasurer |
COMPUTERSHARE TRUST COMPANY OF CANADA
|
|
Per: | (Signed) Nathalie Gagnon |
Name: Nathalie Gagnon
Title: Corporate Trust Officer
|
|
Per: | (Signed) Ana Kamami |
Name: Ana Kamami
Title: Associate Trust Officer |
[Signature page Sixth Supplemental Indenture]