13.5% bonds 2/3 owned by Goldman Sachs?
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CW Media financail report: 4. Acquisition
On August 15, 2007, the Company acquired Alliance Atlantis Communications Inc. (“Alliance Atlantis”) and its broadcasting subsidiaries (the “Acquisition”). Alliance Atlantis’ non broadcasting subsidiaries and operations including its entertainment operations and film and television program distribution operations were transferred to other related entities. Transactions related to Alliance Atlantis’ non-broadcasting subsidiaries have been excluded from the Company’s financial statements as the transfers occurred concurrently with the Acquisition. The Company does not have any continuing interest in other Alliance Atlantis operations. The Company’s consolidated financial statements reflect the acquisition of the broadcasting assets.
http://www.canwestglobal.com/investors/investor_documents/F08/CGCCQ32008FS.pdf
canwest quarterly report 08
As agreed between the Company and Goldman Sachs, the purchase price allocated to the broadcast business was $1,183 million, including transaction costs of $55 million. The acquisition was financed through the Company’s investment of $262 million for its 35% equity interest, Goldman Sachs’ contribution of $481 million in exchange for its puttable interest and debt financing of $767 million, net of debt issuance costs of $23 million. The Alliance Atlantis long term debt was assumed by the Company and immediately repaid. CW Media, a wholly owned subsidiary of CW Investments, operates the acquired broadcast business which primarily consists of 18 specialty television channels in Canada.
Disclosure failure, that this loan is a non arms length transaction (kick back)
On July 3, 2008, we entered into U.S.$3 12.0 million Senior Unsecured Notes maturing on August 15, 2015. The Senior Unsecured Notes bear interest at a rate equal to 13.5% per aimum, compounded semi-annually. Interest accrues from the date of issue to August 15, 2011 (the "Cash Interest Date"), however is not payable until maturity, unless we elect to pay interest in cash with respect to any interest period before the Cash Interest Date. After August 15, 2011, interest will accrue on and be paid in respect of the Senior Unsecured Notes in cash, commencing on February 15, 2012. Interest is
payable or compounded, as applicable, on each February 15 and August 15. 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 $1.4 million. During the three months ended November 30, 2009, we recorded a recovery of $1.4 million (2008 - nil) in interest expense.
http://www.canwest.com/investors/investor_documents/F09/q3/2009_Q3_CW_Media_Holdings_Inc_Financial_Statements.pdf
Canwest stating that all the debt in companies it only owns part of, as all their debt, yet only owe part of this debt obviosly
http://www.canwestglobal.com/investors/investor_documents/F08/CGCCQ32008FS.pdf
7. LONG TERM DEBT
Due
Date
Principal
Outstanding
($millions)
As at
May 31,
As at
August 31,
2008 2007
Canwest Media Inc.:
Senior secured revolving credit facility(1) 2011 $20 20,000 -
Senior subordinated notes (net of debt
issuance costs of $12 million)(2) 2012 US$761
760,632
829,800
Canwest Limited Partnership:
Senior secured credit facilities- revolver(3) 2012 $87 87,000 85,000
Senior secured credit facilities- credit C (net
of debt issuance costs of $3 million)(3) 2012 $265
261,862
265,000
Senior secured credit facilities-credit D (net
of debt issuance costs of $5 million)(3) 2014 US$462
453,223
491,170
Senior subordinated unsecured credit facility
(net of debt issuance costs of $1 million) 2015 $75
74,132
75,000
Senior subordinated unsecured notes (net of
debt issuance costs of $9 million)(4) 2015 US$400
387,943
422,480
CW Media Holdings:
Senior secured credit facility (net of debt
issuance costs of $13 million)(5) 2015 US$444
428,420
471,518
Senior unsecured notes including accrued
interest (net of debt issuance costs of $9
million)(6) 2008 US$328
315,164
315,429
Ten Network Holdings Limited:
Bank loan(7) 2011 A$285 270,608 211,043
Senior unsecured notes (8) 2013 US$125 124,012 132,050
Senior notes 2013 A$150 142,425 129,210
Other - 4,250
3,325,421 3,431,950
Effect of foreign currency swaps - 170,757
Long term debt 3,325,421 3,602,707
Less portion due within one year (9,379) (12,760)
Hedging for CW Media from the beginning (not from after CCAA filing Oct09, recheck the new hedging dislcosure, Reset the Canadian dollar exchange rate?) (Check, increased in size 1st2010
Hedging derivative instruments 43,763 19,788.)
CW Media has entered into a Senior Secured Credit facility that includes $446.8 million
(US$446 million) ((August 31, 2007 – $475.0 million (US$446 million)) term loan. Unamortized
debt issuance costs related to this debt were $13.3 million at November 30, 2007. CW Media
has entered into a foreign currency interest rate swap that fixes currency exchange of
US$1:$1.064 Canadian dollars until February 2015. This swap was designated a cash flow
hedge and its fair value of $56.7 million is recorded on the balance sheet in Interest rate and
foreign currency swap liabilities on hedging activity.
(6) CW Media has entered into $309.8 million (US$309.7 million) ((August 31, 2007 - $315.4
million (US$298.6 million)) Senior Unsecured Interim Loans. Unamortized debt issuance costs
related to this debt were $8.7 million at November 30, 2007. During the quarter the senior
unsecured notes principal increased by $11.2 million (US$11.1 million) which represents
accrued non cash interest.
