Shaw Communications Acquires Broadcasting Business of Canwest

On October 27, 2010, Shaw Communications Inc. closed its $2 billion purchase of all of the broadcasting assets of Canwest Global Communications Corp.

The transaction involved the acquisition of 100 per cent of the over-the-air and specialty television businesses of Canwest, including all of the equity interests in CW Investments Co., the Canwest subsidiary which owned a portfolio of specialty television channels acquired from Alliance Atlantis Communications Inc. in 2007.

Collectively, these assets will form Shaw Media, a division of Shaw.

The recapitalization transaction was effected pursuant to a plan of compromise, arrangement and reorganization under the Companies' Creditors Arrangement Act and the Canada Business Corporations Act.

The holders of the 8 per cent Senior Subordinated Notes issued by Canwest Media Inc. were repaid US$442.4 million as part of the transaction.

Shaw's in-house legal team included Peter Johnson, Vice-President, Law and Senior Counsel, Paul Bachand, Assistant Corporate Secretary and Senior Counsel, and Troy Moller, Senior Legal Counsel and, in respect of CRTC matters, Jean Brazeau, Senior Vice-President, Regulatory Affairs, Cynthia Rathwell, Vice-President, Regulatory Affairs and Programming, and Dean Shaikh, Director, Regulatory Affairs. Davies Ward Phillips & Vineberg LLP acted on behalf of Shaw. The Davies team included Vincent Mercier, Brett Seifred, Steven Harris, Chris Vollmershausen (M&A); Robin Schwill (insolvency); Matthew Gottlieb (litigation); George Addy, Elisa Kearney, Jim Dinning (competition); Ian Crosbie and Elie Roth (tax) and Natasha vandenHoven (pension & benefits). Heenan Blaikie LLP advised Shaw on CRTC regulatory matters, with a team that comprised Stephen Zolf and Alejandro Manevich (regulatory) and John Salmas (insolvency).

Canwest's in-house legal team was led by Richard Leipsic and Riva Richard. Osler, Hoskin & Harcourt LLP represented Canwest and its subsidiaries. The Osler team included Douglas Marshall, David Hanick, Ivan Pankoff and Tara Law (M&A); Edward Sellers, Tracy Sandler, Michael De Lellis, Andrea Lockhart and Martino Calvaruso (insolvency); Lyndon Barnes, Jeremy Dacks, Shawn Irving and Duncan Ault (litigation); Michelle Lally (competition); Firoz Ahmed and Kimberly Wharram (tax); Anthony Devir, Paul Litner and Stephanie Kauffman (pension & benefits); Sven Poysa (labour & employment) and Rod Davidge (real estate).

The Ad Hoc Committee of the 8 per cent Noteholders was represented by Goodmans LLP. The Goodmans team comprised Robert Chadwick, Celia Rhea, Mark Spiro, Michael Bertrand, Logan Willis, Vanessa Yeung, Grant Coad and Gail Jaffe (corporate/M&A/banking/restructuring); Benjamin Zarnett (litigation); Robert Malcolmson and Monique McAlister (CRTC matters); Jana Steele (pensions) and Carrie Smit, Alan Bowman and Jarrett Freeman (tax).

Goldman Sachs Capital Partners and its affiliates were represented by McCarthy Tétrault LLP with a team that comprised Garth Girvan and Vanessa Grant (M&A); Kevin McElcheran, Malcolm Mercer and James Farley, QC, (litigation and insolvency) and Grant Buchanan (regulatory), and by Wachtell, Lipton, Rosen & Katz with a team that comprised Ante Vucic and John Robinson (corporate); Douglas Mayer and Eric Rosof (restructuring) and David Anders, Won Shin, Jamie Ginott and Keola Whittaker (litigation).

The acquisition followed a filing by Canwest, Canwest Media Inc. and certain other broadcasting entities in the Canwest group from protection from their creditors under the CCAA in October 2009. FTI Consulting Canada Inc. is the Court-appointed Monitor of Canwest, Canwest Media Inc. and certain other broadcasting entities. Stikeman Elliott LLP represented the Court-appointed Monitor with a team that included David Byers, Ashley Taylor and Maria Konyukhova (litigation & insolvency); Daphne MacKenzie (corporate restructuring); Aaron Fransen and Tariq Rangwala (M&A); John Lorito (tax); Nancy Ramalho (labour & employment); Jennifer Legge (banking) and Andrea Boctor (pensions).

Mario Forte, Norman Steinberg, Ruth Wahl, Ava Yaskiel and Andrea Brewer of Ogilvy Renault LLP acted for the special committee of Canwest's board of directors