Canwest TV stations already sold to Goldman Sachs for shares in Atlantis; Canwest debt has no revenue, as TV assets transferred to anther company

SEC Canada issues ruling: Canwest TV assets can not be sold to Goldman Sachs, before the debts of Canwest TV network are settled
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Canwest, subject to regulatory approval, committed to combine its Canadian Television operations with Goldman Sachs Atlantis operations, prior to August 2011. In 2011, the Company’s and Goldman Sachs’ economic interest in the Combined Operations will be determined based on a formula which is based on thecombined segment operating profit of CW Media and Canwest’s Canadian Televisionoperations.





The Alliance Atlantis long term debt of $304 million was assumed by the Company and immediately repaid. The acquisition was financed through the CanWest investment of$262 million for its 35% equity interest, Goldman Sachs’ contribution of $481 million inexchange for its puttable interest and debt financing of $767 million, net of debt issuance costs of $23 million.



http://www.theglobeandmail.com/report-on-business/shaw-wins-court-fight-for-canwest-assets/article1475436/

http://www.montrealgazette.com/Goldman+worse+position+after+Canwest+Shaw+deal+judge/2629847/story.html

The decision sets up a possible battle between Shaw and Goldman. Shaw's next step is to renegotiate a three-year deal with the New York investment bank that governs ownership of CanWest's television unit. In court, the lawyer for Goldman Sachs repeated a frequent complaint that it had been left out of the process, while Shaw argued that negotiations with Goldman were the second step after the equity arrangements were in place.



Under the terms of the sale of CanWest, Shaw has not been able to talk to Goldman. A source close to the Shaw negotiations said the time will come to negotiate with Goldman, and the company could work with them.






http://www.montrealgazette.com/Goldman+worse+position+after+Canwest+Shaw+deal+judge/2629847/story.html

Shaw should both buy 50 percent of Canwest stock from Canwest treasury, and also be buying stock to increase this ownership percent; for example a Shaw buyin of 200 million; translates that for every percent of Canwest shares that Shaw buys on the open market; Shaw recieves back 2 million.

Shaw should be going to the stock exchange and buying Canwest stock


It's good business and reduces Shaw's Canwest buyin costs, if Shaw startes buying large blocks of outstanding Canwest shares.


for example if Shaw bought all the common shares and multi voting shares (not for sale), increased percentage of shares reduces purchase costs bought for the current market cap, then Shaw's cost only that.





[Shaw] put unnecessary pressure to approve the deal on the Ontario judge, said sources
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; Atlantis shares will have to pay dividends, Canwest debt needs funds


Canwest debtholders right to complain that Canwest TV stations, first must pay back debt, before TV stations can be sold to Atlantis for shares

Quote, "The tight, seven-day window between the announcement of Shaw's bid and a court date to approve the offer put unnecessary pressure to approve the deal on the Ontario judge, said sources working with the Catalyst group. Late yesterday, sources close to Catalyst and Goldman Sachs said both players are looking at other legal actions that could derail Shaw's offer, but declined to discuss specific options."




The court hearing became heated as Shaw threatened to walk from the deal if it was not approved by midnight.

Issues for Goldman Sashs loan to Asper being a bribe, as owning Canwest shares does not pay dividends, so how will loan costs are a gift?
Quote, "After the bid was approved, Shaw revealed that its investment amounts to a minimum of $95-million in exchange for 20 per cent of the equity and an 80-per-cent voting interest in the restructured company. The competing Catalyst bid offered up $120-million for 32 per cent of the equity in a restructured CanWest."




http://www.theglobeandmail.com/report-on-business/shaw-wins-court-fight-for-canwest-assets/article1475436/

Shaw did not buy Canwest TV stations, as already bought by Goldman Sach's Atlantis for shares.
Quote, "The decision sets up a possible battle between Shaw and Goldman. Shaw's next step is to renegotiate a three-year deal with the New York investment bank that governs ownership of CanWest's television unit. In court, the lawyer for Goldman Sachs repeated a frequent complaint that it had been left out of the process, while Shaw argued that negotiations with Goldman were the second step after the equity arrangements were in place."


Canwest already sold TV assets, Shaw informed
Quote, "Under the terms of the sale of CanWest, Shaw has not been able to talk to Goldman. A source close to the Shaw negotiations said the time will come to negotiate with Goldman, and the company could work with them."


The Company and Goldman Sachs each acquired, for nominal consideration a 50% equityinterest in 4437691 Canada Inc., which holds interests in a number of limited partnerships.The limited partnerships include various tax shelters which acquired rights, title and interest incertain film and television programs in return for the exclusive right to distribute suchproductions for an extended period. The Company has determined 4437691 Canada Inc. is avariable interest entity and that the Company is not the primary beneficiary, accordingly theinvestment is classified as available for sale and is accounted for at cost. In accordance withits agreement with Goldman Sachs, the Company may be required to fund 50% of the entity’scash flow requirements. The Company and Goldman Sachs expect that the fundingrequirements of 4437691 Canada Inc. will be minimal and have agreed that a funding cap of$7.5 million would apply.As agreed between the Company and Goldman Sachs, the purchase price allocated tothe broadcast business was $1,183 million, including transaction costs of $55 million. TheAlliance Atlantis long term debt of $304 million was assumed by the Company andimmediately repaid. The acquisition was financed through the Company’s investment of$262 million for its 35% equity interest, Goldman Sachs’ contribution of $481 million inexchange for its puttable interest and debt financing of $767 million, net of debt issuancecosts of $23 million. CW Media, a wholly owned subsidiary of CW Investments, operatesthe acquired broadcast business which primarily consists of 18 specialty televisionchannels in Canada.The Company has, subject to regulatory approval, committed to combine its CanadianTelevision operations with CW Media operations (together being “Combined Operations”)prior to August 2011. In 2011, the Company’s and Goldman Sachs’ economic interest inthe Combined Operations will be determined based on a formula which is based on thecombined segment operating profit of CW Media and Canwest’s Canadian Televisionoperations.