On August 24, 2001, Hollinger International Inc. sold to the Hollinger Participation Trust a participation interest in the 12 1/8 per cent Fixed Rate Subordinated Debentures due 2010 issued by 3815668 Canada Inc. (an intermediate holding company that owns CanWest Media Inc. and is owned by CanWest Global Communications Corp.), which were received on completion of the sale of Canadian newspaper assets by the Hollinger group to the CanWest group in November 2000. The Hollinger Participation Trust in turn issued on a private placement basis pursuant to Rule 144A US$350 million of 12 1/8 per cent Senior Notes to finance its purchase of the participation interest.
Torys acted as US and Canadian counsel for Hollinger, with a team that included Andrew Beck and Jennifer Guerard of Torys New York and Beth DeMerchant, Bill Estey, Darren Sukonick and Jennifer Soward of Torys Toronto. Brice T. Voran, Christopher J. Cummings, Paul Rivett, Nancy Hoi Bertrand and David T. Wilson of Shearman & Sterling in Toronto and Laurence Crouch of Shearman & Sterling in New York, acted for the initial purchasers, Credit Suisse First Boston Corporation and RBC Dominion Securities Corporation. Sean D. Sadler (business), Barbara J. Boake (bankruptcy & restructuring) and James G. Morand (tax) of McCarthy Tétrault LLP acted as the initial purchasers’ Canadian counsel. Scott E. Waxman and Nicholas I. Froio of Potter Anderson & Corroon LLP, Wilmington, Delaware, acted for the trust.