Monday, March 22, 2010

As at November 30, 2009, there was no amount drawn; yet Canwest monitor using dip financing

http://www.canwestmediasales.com/investors/investor_documents/F10/q1/CWMHI_MDA_Q1_2010_FINAL.pdf CW 1quater2010 sept-nov09

As at November 30, 2009, there was no amount drawn under the revolving term loan. The revolving term loan facility matures on August 15, 2013 and bears interest at prime plus a margin. Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity. The borrowing capacity is reduced by any outstanding letters of credit.



After the filed arrangement, swap agreement made by monitor, or apser? Goldman buys swaps from Goldman for a non arms length Goldman loan.


We have entered into a foreign currency interest rate swap, which expires on February 15, 2015, to fix the interest rate and principal payments on an initial notional amount of US$446.4 million, reduced accordingly as the principal portion of the term loan under the Senior Secured Credit facility is repaid, resulting in a swap adjusted nterest rate of 8.7% and a fixed currency exchange of U.S.$1:$1.064 Canadian dollars until February 2015.

http://www.canwestmediaworks.com/investors/investor_documents/F09/CWMediaHoldings_Q1_2009_FinancialStatements.pdf


CW Media Holdings Inc.
Notes to Consolidated Financial Statements
(Unaudited)
(In thousands of Canadian dollars)
9
(a) U.S.$441,964 (August 31, 2008 – U.S.$443,081)
(b) U.S.$329,393 (August 31, 2008 – U.S.$318,713)
There were no changes to the terms and conditions of the long term debt during the three months ended November 30, 2008. The Senior Secured Credit facility and Senior Unsecured Notes are subject to the Company maintaining certain financial and other covenants. The Company is in compliance with such covenants as at November 30, 2008.




During the three months ended November 30, 2008, $77,346 in foreign exchange gains (2007 - $25,089 losses) were reclassified to the statement of earnings (loss) from accumulated other comprehensive loss,representing foreign exchangegains on the notional amount of the cash flow hedging derivative. These amounts were offset by foreign exchange losses and gains, respectively, recognized on the related U.S. dollar denominated long term debt. During the three months ended November 30, 2008 and 2007, there was no amount recorded in the statement of earnings (loss) as a result of the hedge effectiveness associated with the cash flow hedging instrument. During the three months ended November 30, 2008, the Company



13. Recent Accounting Pronouncements Goodwill and Intangible Assets In February 2008, the CICA issued Handbook Section 3064,“Goodwill and Intangible Assets”. This section replaces Section 3062, “Goodwill and Intangible Assets”, and Section 3450, “Research and Development Costs”, and establishes standards for the recognition, measurement and disclosure ,of goodwill and intangible assets. This new standard is effective to annual and interim financial statements relating to fiscal years beginning on or after October 1, 2008.

Early adoption is encouraged. The Company will adopt this standard effective September 1, 2009. The provisions of this standard are to be applied retrospectively for intangible assets recognized prior to the date of adoption. The Company is currently assessing the impact of adopting this new standard on its consolidated financial statements.



1. Nature of Operations and Basis of Presentation
CW Media Holdings Inc. (the “Company”) was formed on June 27, 2007 to hold investments in the specialty television
operations that were previously owned by Alliance Atlantis Communications Inc. (“Alliance Atlantis”). The Company was
inactive until August 15, 2007. The Company is an indirectly wholly owned subsidiary of CW Investments Co. (“CW
Investments”) in which Canwest Media Inc. (“Canwest”) holds a 35% equity interest and 67% voting interest with the
remaining interests owned by Goldman Sachs Capital Partners.
The Company is a broadcaster of television entertainment content. The business activities consist of a controlling ownership
interest in and operation of 13 Canadian specialty television channels. It also has a 50% interest in two jointly controlled
established Canadian French-language specialty television channels and a non-controlling interest in three other Englishlanguage
Canadian specialty television channels.
The Company’s revenues are primarily earned from subscribers who indirectly through broadcast distribution undertakings
pay a fee, typically monthly, to receive the distribution of the Company’s channel signals and from advertisers who place
advertisements on the channels. Subscriber revenues are earned relatively evenly throughout the year. Advertising revenue is
seasonal; generally highest in the first quarter and lowest in the fourth quarter.
2. Significant Accounting Policies
A summary of the significant accounting policies followed in the preparation of these consolidated financial statements is as
follows:
Basis of presentation
The interim consolidated financial statements are prepared in accordance with accounting principles generally accepted in
Canada for interim financial statements and reflect all adjustments which are, in the opinion of management, necessary for
fair statement of the results of the interim periods presented. However, these interim consolidated financial statements do not
include all of the information and disclosures required for annual consolidated financial statements. The accounting policies
used in the preparation of these interim consolidated financial statements are the same as those used in the most recent annual
consolidated financial statements. These interim consolidated financial statements should be read in conjunction with the
most recent


http://www.canwestmediasales.com/investors/investor_documents/F10/q1/CWMHI_FS_Q1_2010_FINAL.pdf

2009 nov
(c) The Senior Unsecured Notes have a variable prepayment option at a premium of 106.75 in 2011 which declines on a straight line basis
to par in 2013. The prepayment option represents an embedded derivative that is to be accounted for separately at fair value. As at
November 30, 2009 the estimated fair value of the prepayment option was $1,425 (August 31, 2009- nil). During the three months
ended November 30, 2009, the Company recorded a recovery of $1,425 (2008 - nil) in interest expense in the statement of earnings
(loss).
There were no changes to the terms and conditions of the long term debt during the three months ended November 30, 2009.
The Senior Secured Credit facility and Senior Unsecured Notes are subject to the Company maintaining certain financial and
other covenants. The Company is in compliance with such covenants as at November 30, 2009.