Corus Completes Tender Offer and Refinancing

On January 23, 2006, Corus Entertainment Inc. completed a tender offer and consent solicitation for its outstanding US$375 million aggregate principal amount of 8.75 per cent senior subordinated notes due 2012. In aggregate, US$373,646,000 principal amount of the notes, representing approximately 99.64 per cent of the notes outstanding, were validly tendered and not withdrawn pursuant to the tender offer. The successful consent solicitation resulted in the indenture governing the notes being amended to eliminate substantially all of the restrictive covenants and certain events of default. Citigroup Global Markets Inc. acted as dealer manager for the tender offer and solicitation agent for the consent solicitation.

Also on January 23, Corus completed a refinancing of its senior secured credit facilities. The new credit facilities include a revolving facility and term facility maturing on January 24, 2011. The lenders are comprised of 15 financial institutions with TD Securities acting as lead arranger and book manager and The Toronto-Dominion Bank acting as administrative agent for the lenders.

Under the direction of Randy Witten, vice-president legal affairs, Corus was represented by Fraser Milner Casgrain LLP with a team led by Tom Pepevnak that included Bill Jenkins, Derek Kurrant, Irene Ludwig, Nancy Smith and Shawn Davis of its Calgary office, Michael Wunder in Toronto, Michael Axford in Vancouver and Barbara Farina in Montreal. Shearman & Sterling LLP acted as US counsel to Corus on the tender offer and consent solicitation with a team that included Jason Lehner, David Wilson and Matthew Cumming.

Cleary Gottlieb Steen & Hamilton LLP represented Citigroup Global Markets with a team that included David Lopez, John Konstant, Erika Nijenhuis and Eliezer Greenbaum.
McCarthy Tétrault LLP represented the syndicate of lenders and the administrative agent with a team led by Linda Pieterson that included Barry Ryan, Justice Agyemang, Robert Stephenson and Gordon Baird.