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, 2018

SECURITIES REGISTERED*

(As of close of fiscal year)

 

 

 

Title of issue		Amounts as to which registration is effective		Names of exchanges on 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:

STEVEN MCLAREN

Counsellor (Finance)

Canadian Embassy

501 Pennsylvania Avenue, N.W.

Washington, D.C. 20001

Copies to:

 

PAUL E. DENARO Milbank LLP 55 Hudson Yards New York, New York 10001		SUSAN LOVE Vice President and Treasurer Export Development Canada 150 Slater Street Ottawa, Ontario, Canada K1A 1K3

 

* The Registrant is filing this Amendment No. 2 to its annual report on a voluntary basis.

This amendment to the Annual Report on Form 18-K of Export Development Canada (“EDC”) for the year ended December 31, 2018 is being filed to include as exhibits to such Form 18-K: (i) the Fiscal Agency Agreement to be dated as of July 31, 2019 between EDC and BNY Trust Company of Canada, as fiscal agent, transfer agent, registrar and principal paying agent, (ii) the Underwriting Agreement dated as of July 24, 2019 among EDC and CIBC World Markets Inc., RBC Dominion Securities Inc. and The Toronto-Dominion Bank, as representatives of the several underwriters, (iii) the Opinion and Consent of Legal Counsel of EDC, (iv) the Consent of Milbank 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 C$500,000,000 1.650% Canadian Dollar bonds due July 31, 2024 (the “Bonds”) described in EDC’s Prospectus Supplement dated July 24, 2019 (the “Prospectus Supplement”) to EDC’s Prospectus dated December 10, 2018 (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. 333-225889. Such portion is not expected to exceed an aggregate principal amount of U.S.$171,270,000.00. Following the completion of the offering of the Bonds offered by the Prospectus Supplement and the Basic Prospectus, U.S.$11,197,730,000.00⁽¹⁾ aggregate principal amount of Bonds will remain available for offer and sale under Registration Statement No. 333-225889.

The exhibits to EDC’s Annual Report on Form 18-K for the year ended December 31, 2018, as hereby amended, are as follows:

 

99.1

Export Development Canada Supplemental Information (previously filed).

 

99.2

Consent of the Auditor General of Canada (previously filed).

 

99.3

Export Development Canada’s 2018 Annual Report (previously filed).

 

99.4

Copy of the consolidated Export Development Act, effective as of May 18, 2017 (previously filed).

 

99.5

Auditor General Power of Attorney (previously filed).

 

99.6

Fiscal Agency Agreement.

 

99.7

Underwriting Agreement.

 

99.8

Opinion and Consent of Legal Counsel of EDC.

 

99.9

Consent of Milbank LLP.

 

99.10

Consent of Stikeman Elliott LLP.

 

¹ The amount to be registered for the Bonds is based on the daily average rate for July 24, 2019 of the Bank of Canada for conversion of Canadian dollars (“C $”) to United States dollars (“U.S. $”), which was C$1.00 = U.S.$0.7612.

 

2

It is estimated that the expenses of EDC in connection with the sale of the Bonds will be as follows:

 

Filing Fee(2)		U.S.$	21,323.12
Legal			40,000.00
Miscellaneous Expenses			33,826.88
		U.S.$	95,150.00

 

 

 

 

 

 

 

 

² Calculated based on a filing fee of U.S.$124.50 per U.S.$1,000,000.

 

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment number two to its annual report to be signed on its behalf by the undersigned, thereunto duly authorized, at Ottawa, Canada, on the 30th day of July, 2019.

 

		Export Development Canada
		By: /s/ Susan Love
		Name:  Susan Love
		Title:    Vice President and Treasurer

 

 

 

[18-K/A Signature Page]

EXHIBIT INDEX

 

99.1

Export Development Canada Supplemental Information (previously filed).

 

99.2

Consent of the Auditor General of Canada (previously filed).

 

99.3

Export Development Canada’s 2018 Annual Report (previously filed).

 

99.4

Copy of the consolidated Export Development Act, effective as of May 18, 2017 (previously filed).

 

99.5

Auditor General Power of Attorney (previously filed).

 

99.6

Fiscal Agency Agreement.

 

99.7

Underwriting Agreement.

 

99.8

Opinion and Consent of Legal Counsel of EDC.

 

99.9

Consent of Milbank LLP.

 

99.10

Consent of Stikeman Elliott LLP.