Alliance Atlantis Cross-Border Offering

On August 8, 2001, Alliance Atlantis Communications Inc. completed a cross-border offering in Canada and th US of eight million Class B non-voting shares at a price of $17.30 per share. The net proceeds of approximately $131 million (gross proceeds were $138.4 million), will be used by Alliance Atlantis to repay indebtedness under its committed revolving credit facility. The resulting increased credit availability will be used for general corporate purposes including the proposed launch of its seven new digital specialty television channels and other broadcast investments.

Merrill Lynch & Co., Inc. served as the book-running lead manager of the underwriting group with The Goldman Sachs Group, Inc. as co-lead manager and RBC Dominion Securities Inc. and TD Securities (USA) Inc. as co-managers. Other memebers of the underwriting syndicate included BMO Nesbitt Burns, Griffiths McBurney & Partners, HSBC Securities (Canada) Inc., Research Capital Corporation, Scotia Capital Inc. and Thomson Kernaghan & Co. Ltd.

The legal team for Alliance Atlantis included Paul Laberge, Senior Vice-President, Corporate Development and General Counsel, and the Torys team included Vanessa Grant, Gary Solway, Barry Reiter, John Unger, Adam Delean, Bill Estey, Charles Dalfen, Peter Walker and Terra Rebick in Toronto, and Brad Cost, Lee Hirsch, Natascha Feenstra and Peter Keenan in New York. Lawrence Chernin, Gary Kissack and Jeff Larry of Goodman and Carr LLP were Canadian counsel to the underwriters. Chris Morgan, Michael Smith, Jason Saltzman, Jonathan James and Riccardo Leofanti of Skadden, Arps, Slate, Meagher & Flom LLP were US counsel to the underwriters.