Corus Issues US$375M of Notes

On March 7, 2002, Corus Entertainment Inc. issued US$375 million of 8-3/4 per cent senior subordinated notes due March 1, 2012 on a SEC Rule 144A private placement basis in the U.S. The notes were rated B+ from Standard & Poor’s and B1 from Moody’s Investors Service. Corus, originally created through a spin-off of the media businesses of Shaw Communications Inc. in 1999, operates 52 radio and three television stations in Canada, as well as a number of cable television networks, including YTV, Treehouse, WTN and CMT.

The underwriting syndicate for the offering was led by Merrill Lynch, Pierce, Fenner & Smith Incorporated and included TD Securities (USA) Inc., CIBC World Markets Corp. and RBC Dominion Securities Corp. Corus has agreed to make an offer to exchange the notes of U.S. holders for freely tradeable notes to be qualified by a registration statement filed with the SEC.

Fraser Milner Casgrain LLP was Canadian counsel to Corus, with a team that included David Spencer, Irene Ludwig, John Reynolds and Lisa Nesbitt (securities), Bill Jenkins, Tom Pepevnak and Andrew Donohoe (banking) and Scott Bodie (tax). Shearman & Sterling was U.S. counsel to Corus, with a team that included Brice Voran, Jason Lehner, David Wilson and Julian Fletcher. Chris Johnston, Q.C., and Scott Prescott of Johnston & Buchan LLP in Ottawa advised Corus as to regulatory matters.

Cahill Gordon & Reindel in New York acted as U.S. counsel to Merrill Lynch & Co. Inc., with a team that included Jonathan Schaffzin, Noah Newitz, David Becker and Heather Manning. Torys LLP advised the underwriters on Canadian matters, with a team that included Phil Brown, John Emanoilidis and Eric So. Gordon Baird and Ibrahim Danial (business) of McCarthy Tétrault LLP represented Corus’s existing bank syndicates in connection with the transaction.