S&C Advises Bell Canada in Renewal of Medium Term Notes Program

September 30, 2016

S&C advised Bell Canada in the renewal of its Canadian dollar-denominated medium term notes program, pursuant to a shelf registration statement on Form F-10 and a prospectus supplement filed in Canada under Canadian securities laws and in the United States under the Multijurisdictional Disclosure System. The original program is believed to have been the first of its kind, allowing Bell to make offerings of up to C$3 billion of MTN Debentures through a number of Canadian dealers and their U.S. affiliates acting as agents in both Canada and the United States. The renewed program, which is scheduled to remain in force until October 2018, maintains the features of the original program and allows Bell to offer up to C$4 billion of new MTN Debentures, consistent with the 2013 renewal program. The MTN debentures, which are governed by Quebec law, will again be fully and unconditionally guaranteed by Bell's parent company, BCE Inc.

In addition, in connection with the filing of their registration statement on Form F-10, Bell and BCE entered into a new senior debt indenture, governed by New York law, permitting the issuance of U.S. dollar-denominated debt securities of Bell Canada guaranteed by BCE. Such securities would be issued pursuant to a supplement to the base prospectus apart from the MTN program.

Bell is Canada's largest communications company, offering landline and cellular telephone services, high-speed internet, satellite and fiber-optic TV, as well as business information and communications technology services. Affiliate Bell Media is a premier multimedia company with leading assets in television, radio, out of home and digital media, including CTV, Canada's #1 television network. S&C is also providing M&A advice to BCE with respect to its acquisition of Manitoba Telecom Services Inc., Manitoba's leading information and communications technology provider, in a transaction with a total enterprise valued at approximately C$3.9 billion.

The S&C team was led by Mr. Crawshaw. Mr. Hochberg advised on tax matters. Mr. Buckholz also provided securities advice.