Aspers bid to reclaim TV empire

Founder's family teams up with equity partners for last-minute offer $120M proposal for broadcasting assets excludes newspapers

Theresa Tedesco, Chief Business Correspondent,  Financial Post 

After appearing to be relegated to the sidelines in the ongoing power struggle over the fate of Canwest Global Communications Corp., the Asper family is mounting a bid to reclaim control of the giant broadcasting company founded by their father, Izzy Asper.

Leonard, Gail and David Asper have teamed up with two deep-pocketed partners and are expected to file a last-minute offer for a controlling ownership of the Winnipeg-based media company in an Ontario court today, according to sources.

Catalyst Capital Group Inc., an influential Toronto-based private-equity fund, and Wall Street giant Goldman Sachs and the Aspers are proposing an offer of $120-million for a 32% stake in Canwest Media Inc., the division that holds the company's television and specialty channels, Catalyst confirmed Friday.

The plan involves only Canwest's broadcasting assets and does not affect the restructuring or the auction of its newspaper division, which includes the National Post.

The new proposal for Canwest Media, which sought protection from creditors under the Companies' Creditors Arrangement Act (CCAA) last October, was to be delivered last night to the company's board of directors, the ad hoc committee of senior subordinated noteholders, and a court-appointed monitor. It is also expected to be filed with the Ontario Superior Court today.

The eleventh-hour bid, funded mostly by Catalyst, emerges hours before the financial terms of a deal put forward by Shaw Communications Inc. were to be unveiled.

Last week, the Calgary-based cable and satellite company offered to acquire a minimum of 20% of Canwest Media and 80% of its voting stock for at least $65-million and take the company private.

"Our proposal is superior to the Shaw proposal in terms of value, certainty and timing," Newton Glassman, a Catalyst managing partner, said in a statement Friday. "It is difficult to see how any proposed deal can be effected without Goldman Sachs Capital Partners."

Shaw's bid has been endorsed by Canwest's board of directors and the court monitor, who described it in court documents supporting the deal as the "best overall offer."

Under the new proposal from Catalyst and the Aspers, Canwest would emerge as a public company with a new senior management team, led by Rael Merson, former president of Rogers Broadcasting Ltd., as chief executive officer. As well, the media company would have a newly constructed board of directors with Leonard Asper acting as non-executive chairman, a role that would not involve him in the daily operations of the company. However, it is not clear what, if any, roles the other two Asper siblings would have in the restructured company. Gail and David Asper resigned from Canwest's board last week, while Leonard Asper remains the company's CEO.

Sources say John Tory, former Ontario politician and businessman, is also said to be among a small group of investors backing the bid for the broadcast assets. More importantly, the Catalyst-Asper offer is endorsed by Goldman Sachs in the form of an exclusivity deal. The giant U.S. investment bank has complained about the "flawed" sale process led by RBC Capital Markets, Canwest's financial advisor, which has been searching for months for an equity investor to take a stake in the financially challenged media company. Goldman, a key constituent in any restructuring of Canwest's television assets because of its 65% ownership stake in 13 specialty channels, accused Shaw and Canwest of negotiating the sale behind its back in court filings earling this week.

Canwest has been controlled by the Asper siblings since the death of their father. Goldman and Canwest acquired the lucrative specialty channels, which include the Food Network, from Alliance Atlantis Communications Inc. in 2007. Canwest owns a 35% stake while Goldman controls 65%.

Canwest and Shaw said in court filings earlier this week that they plan to co-operate in negotiations with Goldman. But that likely won't be possible now that the U.S. investment bank has entered into an exclusive deal with Catalyst and the Aspers. And that could be a serious setback for Shaw, which listed a deal with Goldman as a condition of its offer.

As well, the Catalyst-Asper proposal is expected to treat all existing bondholders equally, offering them a stake in the restructured company.

The Shaw offer contemplates taking Canwest private by buying out all of the current shareholders, including the Aspers, and forcing bondholders to take cash or shares depending on the amount of debt they own.

Sources say Catalyst is providing the bulk of financing for the new recapitalization bid, while the Aspers have contributed between $10-million and $15-million as well as millions in tax savings because as long as they remain in control, there is no issue that gives rise to benefits costs levied by the Canadian Radio-Television and Telecommunications Commission (CRTC). Canwest has been controlled by the Asper siblings since the death of their father in 2003.

In recent years, the Winnipeg-based media giant has been crippled with debt and was forced to file for protection from its creditors in October 2009 after its parent company missed interest payments on about $4-billion worth of debt. The newspaper division, which owns major dailies across Canada, filed for creditor protection in January.

With file from Bloomberg News

 

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