"Liquidation Event" means, where proceedings are being taken for a bankruptcy, insolvency, liquidation, dissolution or winding-up of the Corporatio whether voluntary or involunatary, or any other distrubution of assets of the Corporation amony its shareholders for the prupose of winding up its affairs, the earlier of:(a) proceedings are first authorized by the Corporation,or(b) proceedings are being taken by any Person other than the Corporation



Definition taken from CanWest Schedule A Terms and definitions special shares, Sedar filing Dec19,05, Security holders documents English














2005 annual report
On November 18, 2004, the Company completed an exchange offer to exchange a new series of 8% Senior Subordinated notes due 2012 for the outstanding 12.125% Senior notes due 2010, issued by the Hollinger Participation Trust. In the exchange offer, the holders of the trust notes received US$1,240 principal amount of new notes in exchange for each US$1,000 of trust notes. In addition, the Company completed a concurrent offer of notes, proceeds of which were used to retire the 12.125% junior subordinated notes held by Hollinger, which had not been participated to the Hollinger Participation Trust. The effect of these transactions replaced the Company’s existing $903.6 million 12.125% junior subordinated notes (including accrued interest to November 18, 2004) with new $908.1 million (US$761.1 million) 8% senior subordinated notes.
The issuance of the new notes was recorded at their fair value at November 18, 2004 of $944 million. The difference between the fair value of the new notes and the book value of the junior subordinated notes, together with certain other costs of settling the debt totaling $44 million, was charged to earnings as a loss on debt extinguishment.
The new senior subordinated notes include loans of US$761.1 million mature on September 15, 2012 and bear interest at 8.0%. The notes rank junior to the Company’s senior credit facility and are guaranteed by certain subsidiaries of the Company. The notes are redeemable at the Company’s option on or after September 15, 2009. The Company has entered into a US$761.1 million cross currency interest rate swap resulting in floating interest rates on its senior subordinated notes at interest rates based on CDOR plus a margin and a fixed currency exchange rate of US$1:$1.1932 until September 2012.








5 On November 18, 2004, the Company completed an exchange offer to exchange a new series of 8% Senior Subordinated notes due 2012 for the outstanding 12.125% Senior notes due 2010, issued by the Hollinger Participation Trust. In the exchange offer, the holders of the trust notes received US$1,240 principal amount of new notes in exchange for each US$1,000 of trust notes. In addition, the Company completed a concurrent offer of notes, proceeds of which were used to retire the 12.125% junior subordinated notes held by Hollinger, which had not been participated to the Hollinger Participation Trust. The effect of these transactions replaced the Company’s existing $903.6 million 12.125% junior subordinated notes (including accrued interest to November 18, 2004) with new $908.1 million (US$761.1 million) 8% senior subordinated notes.
The issuance of the new notes was recorded at their fair value at November 18, 2004 of $944 million. The difference between the fair value of the new notes and the book value of the junior subordinated notes, together with certain other costs of settling the debt totaling $44 million, was charged to earnings as a loss on debt extinguishment.
The new senior subordinated notes include loans of US$761.1 million mature on September 15, 2012 and bear interest at 8.0%. The notes rank junior to the Company’s senior credit facility and are guaranteed by certain subsidiaries of the Company. The notes are redeemable at the Company’s option on or after September 15, 2009. The Company has entered into a US$761.1 million cross currency interest rate swap resulting in floating interest rates on its senior subordinated notes at interest rates based on CDOR plus a margin and a fixed currency exchange rate of US$1:$1.1932 until September 2012.







Bonds unsecured



Who gets priority under a CCAA filing?
Not all creditors are created equal. Priority typically determines the rank of creditors in which they may be paid by a debtor.
Secured creditors, including lenders and debt-holders, typically head the list when it comes to getting back their money. Secured creditors may hold a security — such as a mortgage or other pledge — for their debt held.
Unsecured creditors are next on the list of repayment. Unsecured creditors have lent money or provided goods or services to a debtor without securing the debt.





What happens to shareholders?
Holders of common stock are typically last on the list. Quite often in CCAA proceedings, they get back none of the money they invested. Their old shares become worthless and often new shares are issued in the restructured company.







What is bankruptcy protection?
Canadian companies don't actually file for "bankruptcy protection" when they go to a Canadian court to seek protection from their creditors. They do file for protection from their creditors under the inelegantly named Companies' Creditors Arrangement Act. That's a federal law that basically gives a company time to try to work out its financial difficulties with its creditors.
A company files under the CCAA for permission to come up with a restructuring or reorganization plan that would give it time (often 30 to 90 days) to rearrange its affairs so that it can keep operating.





Creditors may also petition a debtor company into bankruptcy. In that case, the court will appoint a trustee in bankruptcy. Upon the bankruptcy, all of the debtor's assets come under the power of the trustee but are subject to the rights of secured creditors. Secured creditors are entitled to seize and sell assets of the debtor over which they have security, within certain legal limits. The trustee will then sell any leftover assets and distribute the proceeds among the unsecured creditors