Securities Law & Instruments

Headnote

Mutual Reliance Review System for ExemptionRelief Applications - relief for a wholly-owned Canadian subsidiaryof an MJDS eligible issuer from the eligibility requirementsof National Instrument 71-101 to issue approved rating debtguaranteed by parent. Issuer granted exemption from continuousdisclosure requirements and the requirement to file an annualinformation form in Ontario, Quebec and Saskatchewan, and insidersof the issuer granted relief from insider reporting requirements,subject to conditions, including filing of continuous documentsby the parent in accordance with Parts 14 through 18 of NI 71-101.

Ontario Statutory Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 75, 77, 78, 80(b)(iii), 107, 108, 109 and 121(2)(a)(ii).

National Instruments Cited

National Instrument 71-101 The MultijurisdictionalDisclosure System, s. 3.1, 3.2 and Parts 14-18.

Ontario Rules Cited

Rule 51-501 AIF and MD&A, s. 5.1.

Rule 52-501 Financial Statements, s. 4.1.

IN THE MATTER OF

THE SECURITIES LEGISLATIONOF

ALBERTA, BRITISH COLUMBIA,MANITOBA, NEW BRUNSWICK,

NEWFOUNDLAND AND LABRADOR,NOVA SCOTIA, ONTARIO,

PRINCE EDWARD ISLAND, QUEBEC,AND SASKATCHEWAN

AND

IN THE MATTER OF

THE MUTUAL RELIANCE REVIEWSYSTEM

FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF

TEXTRON FINANCIAL CORPORATIONAND

TEXTRON FINANCIAL CANADA FUNDINGCORP.

 

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,Québec, New Brunswick, Prince Edward Island, Nova Scotia,and Newfoundland and Labrador (the "Jurisdictions")has received an application from Textron Financial Corporation("TFC") and its subsidiary Textron Financial CanadaFunding Corp. (the "Issuer", and together with TFC,the "Filer") for a decision under the securities legislationof the Jurisdictions (the "Legislation") that therequirements contained in section 3.2(b) of National Instrument71-101 -- The Multijurisdictional Disclosure System ("NI71-101") that the Issuer be a "U.S. issuer" (asdefined in NI 71-101) shall not apply to the Issuer so thatit is eligible to offer certain securities in the Jurisdictionsunder NI 71-101;

AND WHEREAS the Decision Maker in eachof British Columbia, Alberta, Saskatchewan, Manitoba, Ontario,Québec, Nova Scotia, and Newfoundland and Labrador (the"Continuous Disclosure Jurisdictions") has receivedan application from the Filer, for a decision under the Legislationof the Continuous Disclosure Jurisdictions that the requirementscontained in the Legislation that:

(a) the Issuer file with the Decision Makersand send to its security holders audited annual financialstatements and an annual report, where applicable;

(b) the Issuer file with the Decision Makersand send to its security holders unaudited interim financialstatements;

(c) the Issuer issue and file with the DecisionMakers press releases and file with the Decision Makers materialchange reports;

(d) the Issuer comply with the proxy and proxysolicitation requirements, including filing with the DecisionMakers an information circular or report in lieu thereof and,if applicable, sending such documents to applicable securityholdersof the Issuer;

(e) insiders of the Issuer file with the DecisionMakers insider reports; and

(f) in Ontario, Quebec and Saskatchewan, theIssuer file with the applicable Decision Maker an annual informationform, and, where applicable, interim and annual managementdiscussion and analysis;

(collectively the "Continuous DisclosureRequirements"),

shall not apply;

AND WHEREAS under the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Nova Scotia Securities Commission is the principal regulatorfor this application;

AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 Definitions or in Quebec Commission Notice 14-101;

AND WHEREAS the Filer has representedto the Decision Makers that:

1. TFC was incorporated under the laws ofthe State of Delaware on February 5, 1962 and is a reportingissuer or its equivalent in all of the Jurisdictions thatprovide for a reporting issuer regime. TFC is not in defaultunder the Legislation.

2. TFC has been a reporting company underthe United States Securities Exchange Act of 1934,as amended (the "1934 Act") since 1999 with respectto its debt securities. TFC has filed with the United StatesSecurities and Exchange Commission (the "SEC") allfilings required to be made with the SEC under sections 13and 15 (d) of the 1934 Act since it first became a reportingcompany.

3. As at December 28, 2002, TFC had approximatelyUS$3.9 billion in long term debt and US$916 million in commercialpaper and short term debt outstanding. All of TFC's outstandinglong-term debt is rated "A-" by Standard & Poor'sand "A3" by Moody's Investors Service.

4. The common stock in the capital of TFCis owned by Textron Inc., a publicly owned Delaware corporation.TFC derives a portion of its business from financing the saleand lease of products manufactured and sold by Textron Inc.

5. TFC is a diversified commercial financecompany with core operations in aircraft finance, asset-basedlending, distribution finance, golf finance, resort financeand structured capital.

6. TFC's total assets as at December 28, 2002were approximately US$6.7 billion and its net profit for theyear ended December 28, 2002 was approximately US$60 million.

7. TFC satisfies all the criteria set outin paragraph 3.1(a) of NI 71- 101 (the "General EligibilityCriteria") and, should it choose to do so, would be eligibleto use the multi-jurisdictional disclosure system ("MJDS")for the purpose of distributing non-convertible debt havingan investment grade rating (as defined in NI 71-101) in Canadabased on compliance with United States prospectus requirementswith certain additional Canadian disclosure.

8. The Issuer was incorporated under the CompaniesAct (Nova Scotia) as an unlimited liability company onOctober 31, 2000, and is a wholly-owned subsidiary of TFC.

9. The registered office of the Issuer isin Nova Scotia and the Issuer's principal office is locatedin Providence, Rhode Island.

10. The Issuer is a reporting issuer or itsequivalent in all of the Jurisdictions that provide for areporting issuer regime and it is reporting company underthe 1934 Act. The Issuer is not in default under the Legislation.

11. The Issuer is a financing subsidiary ofTFC with no operations, revenues or cash flows other thanthose related to the issuance, administration and repaymentof debt securities that are and will be fully and unconditionallyguaranteed by TFC.

12. The Issuer's business activities are limitedto financing the business activities of Textron FinancialCanada Limited, TFC's Canadian based operating subsidiary,and it will have no other operations.

13. It is proposed that the Issuer will offer,on a continuous basis in Canada and the United States, non-convertibledebt having an investment grade rating that are fully andunconditionally guaranteed by TFC (the "Notes").TFC will offer, on a continuous basis in the United States,non-convertible debt having an investment grade rating.

14. The Issuer is planning to distribute theNotes in each of the Jurisdictions under a MJDS prospectusand prospectus supplements issued thereunder (the "2003Prospectus"). The 2003 Prospectus will be prepared inaccordance with United States securities laws and filed aspart of a registration statement with the SEC under the UnitedStates Securities Act of 1933, as amended.

15. The 2003 Prospectus will be filed withthe Decision Makers in accordance with the provisions of NI71-101, which are available to offerings which meet the alternativeeligibility criteria for offerings of guaranteed non-convertibledebt that have an investment grade rating as set out in paragraph3.2 of NI 71-101 (the "Alternative Eligibility Criteria").

16. The Issuer meets all of the requirementsof the Alternative Eligibility Criteria except the requirementthat it be a "U.S. issuer".

17. The Issuer distributed Notes under a MJDSprospectus dated November 30, 2001 and prospectus supplementdated November 30, 2001 in each of the Jurisdictions (the"2001 MTN Program").

18. In connection with the 2001 MTN Program,the Issuer obtained from the Decision Makers in the Jurisdictionsa MRRS decision document dated November 8, 2001 providingexemptive relief from the eligibility requirement containedin Section 3.2(b) of NI 71-101 that the Issuer be a "U.S.issuer". Also in connection with the 2001 MTN Program,the Issuer obtained from the Decision Makers in the ContinuousDisclosure Jurisdictions a MRRS decision document dated December21, 2001 providing exemptive relief to the Issuer from certaincontinuous disclosure obligations contained in the Legislationof the Continuous Disclosure Jurisdictions.

19. The Issuer's continuous disclosure obligationsin the United States will be substantially satisfied by TFC'sfilings with the SEC. TFC's financial reporting includes thefinancial reports of the Issuer and the Issuer does not reportseparately.

20. The 2003 Prospectus will disclose thatthe Filer has obtained relief from the Decision Makers fromthe Continuous Disclosure Requirements and will provide adescription of how the Filer will satisfy the Continuous DisclosureRequirements.

AND WHEREAS under the System this MRRSDecision Document evidences the decision of each Decision Maker(collectively, the "Decision").

AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met.

THE DECISION of the Decision Makers inthe Jurisdictions under the Legislation is that the requirementin section 3.2(b) of NI 71-101 that the Issuer be a "U.S.issuer" shall not apply to the Issuer in connection withthe offering of the Notes in the Jurisdictions under the 2003Prospectus, provided that at the time of the offering:

(a) TFC satisfies the General EligibilityCriteria;

(b) the Issuer complies with all of the filingrequirements and procedures set out in NI 71-101, except asvaried by the Decision; and

(c) TFC remains the direct or indirect beneficialowner of all the issued and outstanding voting securitiesof the Issuer.

August 29, 2003.

"R. Scott Peacock"

AND THE DECISION of the Decision Makersin the Continuous Disclosure Jurisdictions pursuant to the Legislationis that the Continuous Disclosure Requirements shall not applyto the Issuer for so long as:

(a) TFC satisfies the Continuous DisclosureRequirements as a "U.S. issuer" in accordance withthe provisions of Parts 14 through 18 of NI 71-101;

(b) TFC maintains a class of securities registeredunder section 12 of the 1934 Act;

(c) TFC maintains direct or indirect 100%beneficial ownership of the voting securities of the Issuer;

(d) TFC continues to fully and unconditionallyguarantee the Notes issued under the 2001 MTN Program andthe Notes to be issued pursuant to the 2003 Prospectus, andany future issuances of debt securities by the Issuer undera prospectus offering, as to payments required to be madeby the Issuer to holders of the Notes or such other debt securities,as the case may be;

(e) the Issuer carries on no other businessthan that set out in paragraphs 11 and 12 of the Decision;

(f) the Issuer is in compliance with the requirementsof the Legislation to issue a press release and file a reportwith the Decision Makers upon the occurrence of a materialchange in respect of the affairs of the Issuer that is notalso a material change in the affairs of TFC;

(g) the Issuer does not issue additional securitiesother than the Notes, or any other series of notes which hereaftermay be issued, or debt securities ranking pari passuwith the Notes;

(h) if notes of another series or debt securitiesranking pari passu with the Notes are hereinafter issuedby the Issuer, TFC shall fully and unconditionally guaranteesuch notes or debt securities as to the payments requiredto be made by the Issuer to holders of such notes or debtsecurities; and

(i) all filing fees that would otherwise bepayable by the Issuer in connection with the Continuous DisclosureRequirements are paid.

August 29, 2003.

"H. Leslie O'Brien"