Corus Entertainment Closes $1B Refinancing

Corus Entertainment Inc. completed a refinancing of its credit facilities on February 11, 2010, comprised of an offering of $500 million principal amount of 7.25 per cent senior unsecured guaranteed notes due 2017 and a $500 million secured revolving credit facility. The note offering is understood to be the largest public offering of non-investment grade debt completed in Canada to date.

The notes were publicly offered in Canada under Corus's shelf prospectus and supplement pursuant to an underwriting agreement with TD Securities Inc. and Scotia Capital Inc., as bookrunners, along with a syndicate that included RBC Dominion Securities Inc., CIBC World Markets Inc., National Bank Financial Inc. and BMO Capital Markets Inc.

Concurrent with the closing of the offering of the notes, Corus entered into a $500 million amended and restated credit agreement with The Toronto-Dominion Bank, as administration agent, and the lenders from time to time party thereto, establishing a secured revolving credit facility with a maturity date of February 11, 2014. Corus used the net proceeds from the sale of the notes, as well as funds available under the new credit facility, to retire its prior term credit facility.

Corus was represented by Fraser Milner Casgrain LLP with a team consisting of William Jenkins, John Reynolds, Irene Ludwig, Shannon Ward and Keith Inman (corporate/securities); Anne Calverley, QC, (tax) and Stephanie Campbell, Charles Rich, Neil Katz, Jennifer Dezell, Cynthia Hickey, Elizabeth Burton and Jean-Sébastien Dugas (banking). Charles Reagh and Kimberly Bungay of Stewart McKelvey acted as Nova Scotia counsel to Corus.

Philip Sheps, Thomas Kormylo (corporate/securities) and Scott Ransom (banking) of Pitblado LLP acted as Manitoba counsel to Corus. Claire Lenny, Lisa Faughnan and Elaine McCarthy (banking) of McCann FitzGerald Solicitors acted as Ireland counsel to Corus. Jason Lehner and Kevin Roggow (corporate/securities) of Shearman & Sterling LLP acted as US counsel to Corus with respect to the 144A component of the note offering.

The underwriters for the note offering were represented by Stikeman Elliott LLP with a team consisting of Maurice Swan, Michael Burkett and Peter Crawford (corporate/securities) and Francesco Gucciardo (tax).

The lenders under the new credit facility were represented by McCarthy Tétrault LLP with a team that consisted of Linda Pieterson, Gordon Baird, Ana Badour, Sheizana Murji and Jennifer McGoey (banking).