425
BCE to Privatize Affiliate
Bell Aliant
Analyst Conference Call
July 23, 2014
Filed by BCE Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Bell Aliant Inc.
Commission File Number of Bell Aliant Inc. 132-02786


2
Safe Harbour Notice
Certain statements made in this presentation are forward-looking statements. These statements include, without limitation, statements relating to the proposed acquisition by BCE Inc. (“BCE”) of all of the
issued
and
outstanding
common
shares
of
Bell
Aliant
Inc.
(“Bell
Aliant”)
that
it
does
not
already
own
(the
“Proposed
Privatization”)
and
the
proposed
exchange
of
all
of
the
issued
and
outstanding
preferred
shares
of
Bell
Aliant
Preferred
Equity
Inc.
(“Prefco”)
for
BCE
preferred
shares
(the
“Proposed
Preferred
Share
Exchange”
and,
together
with
the
Proposed
Privatization,
the
“Proposed
Transactions”),
including
satisfaction
of
the
conditions
to
the
Proposed
Transactions,
the
expected
timing
of
the
Proposed
Transactions,
certain
strategic
and
financial
benefits
(including
expected
synergies
and
free
cash
flow accretion) and operational, competitive and cost efficiencies expected to result from the Proposed Privatization, the anticipated impact of the Proposed Privatization on our 2014 financial guidance and
strategic imperatives, the expected sources of funding of the Proposed Privatization, Bell Canada’s updated net leverage ratio target range and the expected return of Bell Canada’s pro forma net leverage
ratio within the new updated target range, the nature and value of investments expected to be made in Atlantic Canada over the next  5 years, our expected liquidity position and ability to access capital
markets
following
the
Proposed
Transactions,
our
network
deployment
plans,
BCE’s
common
share
dividend
yield,
our
business
outlook,
objectives,
plans
and
strategic
priorities,
and
other
statements
that
are not historical facts. All such forward-looking statements are made pursuant to the safe harbour provisions of applicable Canadian securities laws and of the United States Private Securities Litigation
Reform
Act
of
1995.
Several
assumptions
were
made
by
BCE
in
preparing
these
forward-looking
statements
and
there
are
risks
that
actual
results
will
differ
materially
from
those
contemplated
by
our
forward-looking statements. As a result, we cannot guarantee that any forward-looking statement will materialize and we caution you against relying on any of these forward-looking statements.
The
completion
of
the
Proposed
Transactions
is
subject
to
certain
conditions
including,
in
the
case
of
the
Proposed
Privatization,
that
a
sufficient
percentage
of
common
shares
of
Bell
Aliant,
and
in
the
case
of the Proposed Preferred Share Exchange, that a sufficient  percentage of preferred shares of Prefco, are deposited by the holders thereof to BCE’s offers.  In addition, the Proposed Preferred Share
Exchange is conditional upon the successful completion of the purchase by BCE of Bell Aliant’s common shares pursuant to the Proposed Privatization.  The completion of the Proposed Transactions and
achievement
of
the
expected
strategic
and
financial
benefits
and
the
competitive,
operational
and
cost
efficiencies
are
also
subject
to
customary
closing
conditions,
termination
rights
and
other
risks
and
uncertainties including, without limitation, any required regulatory approvals or notifications. Accordingly, there can be no assurance that the Proposed Transactions will occur, or that they will occur on the
terms and conditions contemplated in this presentation. In addition, there can be no assurance that the strategic and financial benefits and the competitive, operational and cost efficiencies expected to
result from the Proposed Transactions will be fully realized. The Proposed Transactions could be modified, restructured or terminated.
The expected return of Bell Canada’s pro forma net leverage ratio within its updated policy target range assumes, in particular, growth in free cash flow as well as applying free cash flow after dividends to
reduce Bell Canada’s level of indebtedness.  Free cash flow generation is subject to the risk factors and assumptions disclosed in BCE’s 2013 annual MD&A dated March 6, 2014 (included in the BCE 2013
Annual Report) as updated in BCE’s 2014 first quarter MD&A dated May 5, 2014.  Furthermore, the value of investments expected to be made in Atlantic Canada assumes that investments will continue at
current levels.  However, there can be no assurance that such investment levels will be maintained with the result that actual investment levels could materially differ from current expectations.
For additional information on assumptions and risks underlying certain of the forward-looking statements made in this presentation, please consult BCE’s press release dated July 23, 2014 announcing the
Proposed Transactions, as well as BCE’s above-mentioned 2013 annual and 2014 first quarter MD&As, and BCE’s press release dated May 6, 2014 announcing its 2014 first quarter results, filed with the
Canadian securities regulatory authorities and with the SEC and which are also available on BCE’s website. Forward-looking statements made in this presentation represent BCE’s expectations as of July
23, 2014, and, accordingly, are subject to change after such date. Except as may be required by Canadian securities laws, we do not undertake any obligation to update or revise any forward-looking
statement,
whether
as
a
result
of
new
information,
future
events
or
otherwise.
The
terms
“EBITDA”,
“EBITDA
Margin”,
“free
cash
flow”,
“Adjusted
EPS”
and
“Net
Debt”
are
non-GAAP
financial
measures
and
do
not
have
any
standardized
meaning
under
IFRS.
Therefore,
they
are
unlikely
to
be
comparable
to
similar
measures
presented
by
other
issuers.
Refer
to
the
section
“Non-GAAP
Financial
Measures”
in
BCE’s
2014
First
Quarter
MD&A
for
more
details.
Notice to U.S. Securityholders
The
exchange
offers
contemplated
by
this
presentation
are
for
the
securities
of
a
Canadian
company.
The
offers
will
be
subject
to
Canadian
disclosure
requirements
that
are
different
from
those
of
the
United
States.
Financial
statements
included
or
incorporated
by
reference
in
the
offer
documents,
if
any,
will
have
been
prepared
in
accordance
with
Canadian
accounting
standards
and
may
not
be
comparable
to
the
financial
statements
of
United
States
companies.
It
may
be
difficult
for
you
to
enforce
your
rights
and
any
claim
you
may
have
arising
under
the
federal
securities
laws,
since
BCE
is
located
in
Canada,
and
some
or
all
of
its
officers
and
directors
may
be
residents
of
Canada.
You
may
not
be
able
to
sue
a
Canadian
company
or
its
officers
or
directors
in
a
foreign
court
for
violations
of
the
U.S.
securities
laws.
It
may
be
difficult
to
compel
a
Canadian
company
and
its
affiliates
to
subject
themselves
to
a
U.S.
court’s
judgment.
You
should
be
aware
that
BCE
or
its
affiliates
may
purchase
securities
otherwise
than
under
the
planned
exchange
offers,
such
as
in
open
market
or
privately
negotiated
purchases.
This
presentation
shall
not
constitute
an
offer
to
sell
or
a
solicitation
of
an
offer
to
buy
the
securities
of
BCE,
and
shall
not
constitute
an
offer,
solicitation
or
sale
in
any
state
or
jurisdiction
in
which
such
an
offer,
solicitation
or
sale
would
be
unlawful.
BCE
will
file
a
registration
statement
with
the
Securities
and
Exchange
Commission
(the
“SEC”)
in
respect
of
the
exchange
offer
for
Bell
Aliant’s
common
shares
and
will
file
a
registration
statement
with
the
SEC
in
respect
of
the
exchange
offers
for
each
class
of
preferred
shares
of
Prefco
to
the
extent
an
exemption
from
registration
is
not
available.
This
presentation
is
not
a
substitute
for
the
registration
statement(s)
that
BCE
will
file
with
the
SEC
or
any
other
documents
that
it
may
file
with
the
SEC
or
send
to
shareholders
in
connection
with
the
proposed
transactions.
BEFORE
MAKING
ANY
DECISIONS
IN
RESPECT
OF
THE
OFFERS,
SECURITY
HOLDERS
ARE
URGED
TO
READ
THE
REGISTRATION
STATEMENT(S)
AND
ALL
OTHER
RELEVANT
DOCUMENTS
FILED
OR
THAT
WILL
BE
FILED
WITH
THE
SEC
IN
CONNECTION
WITH
THE
PROPOSED
TRANSACTIONS
AS
THEY
BECOME
AVAILABLE
BECAUSE
THEY
WILL
CONTAIN
IMPORTANT
INFORMATION
ABOUT
THE
PROPOSED
TRANSACTIONS.
You
will
be
able
to
obtain
a
free
copy
of
the
registration
statement(s),
as
well
as
other
filings
containing
information
about
BCE,
at
the
SEC’s
Internet
site
(www.sec.gov).


George Cope
President & Chief Executive Officer
BCE and Bell Canada
3


Transaction overview
Acquiring Bell Aliant’s public minority common shares for $3.95B or $31 per common share
Implied transaction multiple of ~8.3x LTM EBITDA
Immediately accretive to FCF per share and EPS
Simplifies corporate operating structure and eliminates duplicate public company costs
Consistent with capital markets strategy
CRTC and Industry Canada approvals are not required because there is no change in
control of Bell Aliant, and no transfers of wireless spectrum licences
Closing of transaction expected by November 30, 2014
Acquiring the public minority common shares of Atlantic
Canada’s leading communications provider
4
Represents 11.6% premium to Bell Aliant’s weighted-average closing share price on the TSX for the 20-day
period ending July 22, 2014
Bell Aliant Q3 dividend that would otherwise have been payable on October 6, 2014 not being declared 
Recommended unanimously by Independent Committee of Bell Aliant Board
~$200M in annual run-rate FCF accretion after dividends
Supports dividend growth model
Strong investment grade credit rating maintained
Notification under the Competition Act


Privatization of Bell Aliant enables expedited broadband
investment across Canada
Transaction supports a number of Bell’s strategic imperatives
Invest in Broadband
Networks & Services
FCF accretion enables accelerated broadband investment across Canada
Investment of $2.1B in Atlantic Canada over next 5 years
Improves efficiency of capital spend allocation
Significantly expands Bell’s FTTH and IPTV footprints
~70% of total households with access to fibre-based broadband services
Increases number of IPTV-ready homes by 1M to reach 6M by YE2014
Expands Bell’s FTTH footprint from 1M to ~2M homes
~$100M of pre-tax annual operating and capital synergies
Eliminates duplicate public company costs, increasing productivity
Two most efficiently-run Canadian ILECs with combined wireline EBITDA
margin of 39%
Improve Customer
Service
Leverage Bell Aliant’s excellent service reputation and Bell’s scale to deliver
advanced next generation services and applications to customers
Today announced acquisition of 2 new call centres, bringing 700 jobs to Bell
Accelerate Wireless
Today announced next phase of national 4G LTE wireless rollout to more
than 100 additional communities across the Atlantic region
Leverage Wireline
Momentum
Achieve a Competitive
Cost Structure
5


BCE revenue mix
(1)
(1) 
Based on proportionate consolidation of Bell Aliant revenues (2014E)
Wireless
30%
Pro forma BCE revenue mix
(2)
Maintaining a high mix of growth services
(2) 
Pro forma 100% of Bell Aliant  (2014E)
Wireline
voice
18%
Wireless
31%
Wireline
Broadband
& TV
37%
Business
9%
Consumer
9%
Media
14%
Wireline
voice
20%
Wireline
Broadband
& TV
37%
Business
10%
Consumer
10%
Media
13%
~82%
Privatization of Bell Aliant maintains BCE’s revenue mix of
growth services essentially unchanged at ~80%, while
moderating pace of overall NAS decline
~80%
6


7
Building on Bell Aliant’s strong legacy in Atlantic Canada
$2.1B planned investment in Atlantic regions over next 5 years to enable the continued
rollout of broadband wireline and wireless for consumers and business users
Bell Aliant to maintain regional headquarters in Halifax with significant employee presence
Bell Aliant brand being maintained in Atlantic Canada
Significant ongoing investment
Fibre roll-out to continue for consumers and business customers
Deployment of 4G LTE wireless network to more than 100 additional communities announced today
Expansion of call centre footprint announced today
Regional telecom operations in rural Ontario and rural Québec to benefit from ongoing
investments in broadband networks, data hosting and service initiatives
BCE committed to maintaining a strong local presence and
significant investment in Bell Aliant territories


Karen Sheriff
President & Chief Executive Officer
Bell Aliant
8


9
Significant value crystallized for Bell Aliant shareholders
Transaction creates immediate value
$31 offer price represents 11.6% premium to Bell Aliant’s weighted-average closing share price on the
TSX for the 20-day period ending July 22, 2014
Attractive valuation multiple of ~8.3x LTM EBITDA
Tax-free roll-over election for taxable Canadian resident Bell Aliant shareholders
Enhances
long-term
value
potential
through
opportunity
to
acquire
ownership
in
BCE
Enables participation in superior growth potential of a company with a strong mix of growth assets
BCE dividend with ~5% yield with a track record of annual dividend growth
Attractive investment-grade credit profile underpinned by strong BCE balance sheet
$31 offer price at the high end of independent valuation range of $27 to $31.50 per share
Independent directors unanimously recommend Bell Aliant shareholders tender their shares to the offer
Transaction crystallizes attractive valuation and provides Bell
Aliant shareholders opportunity to benefit from BCE growth


Siim Vanaselja
Executive Vice-President & Chief Financial Officer
BCE and Bell Canada
10


11
$3.95B total value for Bell Aliant public
minority common shares
Represents a $410M premium to the 20-day
volume weighted average price as of July 22
Transaction multiple of ~8.3x LTM EBITDA
Aggregate consideration a combination of
cash
(25%)
and
BCE
common
equity
(75%)
Aggregate cash component of ~$1B
Fixed exchange ratio for equity component of
0.4778 of a BCE share per Bell Aliant share
Accretive transaction that supports BCE’s dividend growth model
and strategic imperatives
Key transaction details
Bell Aliant public minority shareholders to
receive ~61M BCE common shares
Bell Aliant shareholders to own ~7% of pro forma
BCE common equity
Bell Aliant preferred shareholders to also
be offered an exchange for BCE preferred
shares on equivalent financial terms
Completion of privatization not conditional upon
Preferred Equity exchange transaction
Transaction subject to more than 50% of
common shares held by public minority
shareholders being tendered and
notification under the Competition Act
Tax-free rollover election afforded to
Canadian resident Bell Aliant shareholders
Tender Offer
Election
Per Bell Aliant           
common share
Option 1*
$31 in cash
Option 2*
0.6371 of a BCE common share
Option 3
$7.75 in cash and 0.4778 of a
BCE common share
*  Subject to proration


12
Financing structure overview
Financing structure maintains strong liquidity position and
financial flexibility
Uses
Bell
Aliant
net
debt
rollover
(1)
2,888
Bell Aliant preferred shares
618
BCE equity rollover stake (100.4M shares @ $31/share)
3,112
Minority common shares (127.5M shares @ $31/share)
3,951
Total uses
10,569
Sources
Bell Aliant net debt rollover
2,888
Bell Aliant/BCE preferred share exchange
618
BCE equity stake rollover
3,112
Cash & available liquidity
988
Issuance of BCE common equity
2,963
Total funding
10,569
Estimated financing structure ($M)
$3.95B funding requirement for
acquisition of public minority common
shares
~$1B of debt to fund cash component
~61M BCE common shares to be issued
~840M post-closing BCE common shares
outstanding
(1)
Net of cash on hand


13
(1)
YE2014 estimates
(2)
Net Debt includes capital leases, 50% of preferred shares and A/R securitization
(3)
Standalone EBITDA is inclusive of Bell Aliant dividends to BCE
(4)
Net interest includes 50% of preferred share dividends and A/R securitization costs
Balanced transaction financing structure
Strong investment grade credit profile preserved
Significant additional debt capacity available within
current investment grade ratings category
Strong liquidity position
Liquidity in excess of $3B
Ease of access to capital markets
Increasing net leverage ratio target range to
1.75x-2.25x from 1.5x-2.0x
Aligned to strong investment-grade ratings and peers
Rating agency thresholds have also increased since
original targets were established in 2009
Supported by Bell’s improved business risk profile,
larger scale and strong FCF generation
Pro forma net leverage of ~2.55x at closing expected
to return within revised target range through growth in
FCF and applying FCF after dividends to deleveraging
No change to interest coverage ratio, which remains
very strong and well above target range of >7.5x
Strong investment grade credit profile maintained
Maintaining a strong credit profile with significant financial flexibility
Standalone
Pro forma
Net debt
(2)
$17.0B
~$21.2B
Net leverage
(3)
~2.35x
~2.55x
Interest coverage
8.8x
~8.1x
Bell credit profile
(1)
Bell credit metrics      Current          Revised
Net debt/Adj. EBITDA
(2), (3)
1.5x-2.0x
1.75x-2.25x
Adj.
EBITDA/Net
interest
(4)
>7.5x
No change


14
Significant free cash flow benefit
Run-rate annual FCF accretion after dividends
of ~$200M, excluding integration costs
~$100M in expected pre-tax annual synergies
Enables capital allocation efficiencies
No impact on 2014 financial guidance
No change to Bell revenue growth, EBITDA growth
or capital intensity
No change to BCE Adjusted EPS as we already
fully consolidate Bell Aliant
No change to BCE FCF guidance; however, with
this transaction BCE’s FCF will include 100% of Bell
Aliant’s FCF rather than just its share of Bell Aliant
dividends received
FCF accretion
(1)
($M)
Bell Aliant standalone FCF
~500
Bell Aliant dividends to Bell
~(190)
Incremental FCF acquired
~310
Synergies (after-tax)
~75
Interest on transaction financing (after tax)
~(35)
FCF accretion (before dividends)
~350
Dividends on BCE shares issued
~(150)
FCF accretion (after dividends)
~200
(1)
2015 analyst consensus estimate for Bell Aliant standalone FCF; run-rate 2015
annualized amounts for all other items.
Transaction provides significant FCF benefit, supporting
continued capital investment and dividend growth model 


15
Next steps
Mid-August
Mailing of Bell tender offer and Bell Aliant director circulars
2
nd
half of September
Tender offer expiration
Take-up and payment by BCE of tendered shares if more than 50% of
public minority shares tendered
Offer may be extended if less than 90% of shares tendered
Expected completion of Bell Aliant privatization if more than 90% of
public minority shares tendered
Early October
Mailing
of
Bell
Aliant
proxy
circular
if
more
than
50%,
but
less
than
90% of public minority shares tendered
Mid-November
Bell Aliant shareholder meeting to approve privatization (if necessary)
BCE to vote its shares, including those tendered, in favour of the
privatization of Bell Aliant
By November 30
Expected completion of Bell Aliant privatization transaction
* Above steps for common share offer. Similar timeline for preferred share offer.