Shaw to buy Canwest's TV assets for $2B
Last Updated: Monday, May 03, 2010 | 03:48 PM EDT
Financial Post
Shaw Communications Inc. plans to acquire all the television assets of Canwest Global Communications Corp. in a $2-billion blockbuster deal that wipes out a contentious legal spat with Wall Street titan Goldman Sachs Group and satisfies controlling creditors at Canwest in a single stroke.
"We are pleased to announce that we have come to an agreement with all constituent parties involved in a restructured Canwest, including Goldman Sachs, and are excited about the opportunity to acquire the entire company now," Jim Shaw, chief executive of Shaw, said in the release.
The deal, if approved by an Ontario bankruptcy judge as well as regulators, will see the Calgary-based communications provider assume 100% of Canwest's conventional television assets and a highly profitable stable of more than 20 specialty TV channels.
Shaw said it would pay $1.185-billion in cash while assuming $815-million in debt. Of the cash component, about $700-million will go to paying off Goldman, the U.S. investment that financed Canwest's $2.3-billion acquisition of Alliance Atlantis Communications in 2007.
The two companies had formed Canwest Media Group, a joint entity designed to skirt foreign-ownership restrictions, giving Canwest voting control but handing Goldman 65% economic interest.
The joint venture was also set up to shield the assets from any claims if Canwest were to enter creditor protection. However, in October, under a mountain of debt, Winnipeg-based Canwest dissolved the holding company a day before filing, dragging the assets into its bankruptcy proceedings.
Goldman has protested the court-supervised process since, claiming Canwest and its controlling noteholders aimed to break a legally binding shareholder agreement and see the bank forfeit its stake in the assets.
Canwest has attempted to emerge from court-protection by finding a willing investor to float the company since October.
In February, a bid from Shaw to take a controlling stake was approved by a bankruptcy judge. However, Justice Sarah Pepall said that Shaw must successfully strike a deal with the bank if its is to win final court approval.
Monday, Shaw said it will purchase Goldman's voting and equity interests in Canwest Media Group, and the respective parties have also agreed to drop all litigation between them, the companies said in a release. Another $478-million in cash will be used to satisfy a group of controlling creditors which owned Canwest's secured debt notes.
Shaw must now win approval from regulators and competition authorities, as well final consent from the court.
Shaw's announcement comes as one suitor has gone public with its interest to acquire Canwest's other operating division.
Publisher Tostar Corp. says it has paired with Fairfax Financial Holdings to bid on Canwest's publishing assets, which include the National Post among 10 other major metropolitan dailies.
The publishing group filed for creditor protection separately in January under $1.5-billion in debt.
The unit's senior lenders have been seeking offers of about $950-million or higher since. It is believed at least two other bids were submitted before the April 30 deadline.
The two deals are expected to take months to consummate but would ultimately complete the carving up of what was once one of Canada's preeminent media companies.
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