FORM 18-K/A
AMENDMENT NO. 2
For Foreign Governments and Political Subdivisions Thereof
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
ANNUAL REPORT
of
EXPORT DEVELOPMENT CANADA
(An agent of Her Majesty in right of Canada)
(Name of Registrant)
Date of end of last fiscal year: December 31, 2009
SECURITIES REGISTERED*
(As of close of fiscal year)
____________________
| | | | | |
| | | Amounts as to | | Names of |
| | | which registration | | exchanges on |
| Title of issue | | is effective | | which registered |
| N/A | | N/A | | N/A |
Names and address of persons authorized to receive notices and communications from the Securities and Exchange Commission:
HIS EXCELLENCY THE HONOURABLE GARY DOER
Canadian Ambassador to the United States of America
Canadian Embassy
501 Pennsylvania Avenue, N.W.
Washington, D.C. 20001
Copies to:
| | | | | |
ROBERT W. MULLEN, JR.
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, N.Y. 10005 | | | | BRIAN LAFFIN
Vice President and Treasurer
Export Development Canada
151 O’Connor Street
Ottawa, Ontario, Canada K1A 1K3 |
| | |
| * | | The Registrant is filing this Amendment No. 2 to its annual report on a voluntary basis. |
TABLE OF CONTENTS
This amendment to the Annual Report on Form 18-K of Export Development Canada (“EDC”) for the year ended December 31, 2009 is being filed to include as exhibits to such Form 18-K: (i) the Fiscal Agency Agreement to be dated as of October 27, 2010 between EDC and Citibank, N.A., as fiscal agent, transfer agent, registrar and principal paying agent, (ii) the Underwriting Agreement dated as of October 20, 2010 between EDC and Banc of America Securities LLC, HSBC Securities (USA) Inc., RBC Capital Markets Corporation and RBS Securities Inc., as representatives of the several underwriters, (iii) the Opinion and Consent of Legal Counsel of EDC, (iv) the Consent of Milbank, Tweed, Hadley & McCloy LLP, U.S. Counsel for EDC, and (v) the Consent of Stikeman Elliott LLP, Canadian Counsel for the underwriters, all of which were prepared in connection with the offering of U.S.$1,000,000,000 1.250% United States Dollar bonds due October 27, 2015 (the “Bonds”) described in EDC’s Prospectus Supplement dated October 20, 2010 (the “Prospectus Supplement”) to EDC’s Prospectus dated December 17, 2009 (the “Basic Prospectus”).
That portion of the Bonds offered by the Prospectus Supplement and the Basic Prospectus sold or to be sold in the United States or in circumstances where registration of the Bonds is required has been registered under Registration Statement No. 333-162531. Such portion is not expected to exceed an aggregate principal amount of U.S.$185,000,000. Following the completion of the offering of the Bonds offered by the Prospectus Supplement and the Basic Prospectus, U.S.$2,200,000,000 aggregate principal amount of Bonds will remain available for offer and sale under on Registration Statement No. 333-162531.
The exhibits to EDC’s Annual Report on Form 18-K for the year ended December 31, 2009, as hereby amended, are as follows:
| | 99.1 | | Supplemental Export Development Canada Information (previously filed). |
| |
| | 99.2 | | Consent of the Auditor General of Canada (previously filed). |
| |
| | 99.3 | | Export Development Canada’s 2009 Annual Report (previously filed). |
| |
| | 99.4 | | Copy of the consolidated Export Development Act, effective as of March 12, 2009 (incorporated by reference from Exhibit 99.4 to Export Development Canada’s Annual Report on Form 18-K (file no. 002-62211) for the fiscal year ended December 31, 2008 filed May 6, 2009). |
| |
| | 99.5 | | Auditor General Power of Attorney. |
| |
| | 99.6 | | Fiscal Agency Agreement. |
| |
| | 99.7 | | Underwriting Agreement. |
| |
| | 99.8 | | Opinion and Consent of Legal Counsel of EDC. |
| |
| | 99.9 | | Consent of Milbank, Tweed, Hadley & McCloy LLP. |
| |
| | 99.10 | | Consent of Stikeman Elliot LLP. |
2
It is estimated that the expenses of EDC in connection with the sale of the Bonds will be as follows:
| | | | | |
|
| Filing Fee | | U.S.$ | 10,323 | |
| Legal | | | 60,000 | |
| Miscellaneous Expenses | | | 29,677 | |
| | | | |
| | | U.S.$ | 100,000 | |
| | | | |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment number one to its annual report to be signed on its behalf by the undersigned, thereunto duly authorized, at Ottawa, Canada, on the 26th day of October, 2010.
| | | | | |
| | Export Development Canada
| |
| | /s/ Susan Love | |
| | Susan Love | |
| | Deputy Treasurer | |
EXHIBIT INDEX
| | | |
|
| 99.1 | | Supplemental Export Development Canada Information (previously filed). |
| | | |
| 99.2 | | Consent of the Auditor General of Canada (previously filed). |
| | | |
| 99.3 | | Export Development Canada’s 2009 Annual Report (previously filed). |
| | | |
| 99.4 | | Copy of the consolidated Export Development Act, effective as of March 12, 2009 (incorporated by reference from Exhibit 99.4 to Export Development Canada’s Annual Report on Form 18-K (file no. 002-62211) for the fiscal year ended December 31, 2008 filed May 6, 2009). |
| | | |
| 99.5 | | Auditor General Power of Attorney. |
| | | |
| 99.6 | | Fiscal Agency Agreement. |
| | | |
| 99.7 | | Underwriting Agreement. |
| | | |
| 99.8 | | Opinion and Consent of Legal Counsel of EDC. |
| | | |
| 99.9 | | Consent of Milbank, Tweed, Hadley & McCloy LLP. |
| | | |
| 99.10 | | Consent of Stikeman Elliot LLP. |
