Clears hurdle in $2B deal for Canwest channels

Jamie Sturgeon,  National Post; with a file from Theresa Tedesco 

If the future for telecommunications providers rests with owning the content that flows over their networks, Shaw Communications Inc. catapulted itself into the pole position in Canada yesterday, announcing a $2-billion deal to acquire every TV station and specialty channel owned by media company Canwest Global Communications Inc.

While the deal, if given final approval from regulators and the court, would write the final chapter on the Canwest television empire, it opens the next for the Calgary-based company run by Jim Shaw. Indeed the acquisition could see the regional cable powerhouse rival Rogers Communications Inc. and others for the title of Canada's pre-eminent communications firm.

"I think that this transaction will prove out to be really, really successful for shareholders and everybody else at Shaw," said Mr. Shaw, the maverick CEO and son of founder JR Shaw.

The acquisition will hand Shaw the Global TV network and, more important, a highly profitable stable of specialty channels, including Showcase, HGTV and History Television.

"The No. 1 driving force for us in this strategic acquisition has been this notion of content," Peter Bissonnette, Shaw's president, said during a conference call. "Over the next decade, to be successful as a distributor over many platforms we will require strong content capacity."

Financially, the structure of the deal will see Shaw pay $1.18-billion in cash, with about $480-million used to buy out Canwest's controlling debt-holders. Another $700-million will go to paying off U.S. investment bank Goldman Sachs Group Inc., the co-owner of CW Investments Co., which houses 13 channels the two firms acquired in a deal for Alliance Atlantis Communications in 2007.

The bank threatened to pull Shaw into lengthy and costly litigation if it wasn't compensated for its stake after the channels, in Goldman's view, were improperly dragged into Canwest's bankruptcy proceedings in October when the Winnipeg company filed for creditor protection. In addition to the cash component, Shaw will assume $815-million in debt.

It is the biggest bet yet among Canadian network owners that content will be a key competitive advantage going forward. A successful acquisition would see Shaw's media holdings dwarf those of Rogers, Canada's largest wireless and cable firm and owner of the Citytv network and Sportsnet specialty channels, as well dozens of print publications.

There is some doubt whether this is the right move to make for Shaw. Analysts suggest there is a risk that the firm is buying assets with declining earnings power as networks today compete against a growing tide of online sources, illicit or otherwise, that allow users to bypass conventional media and directly acquire content such as 24 and House.

Shaw disagrees. Canwest owns the Canadian rights to a plethora of U.S. programs, and Shaw believes it can eventually convince its customers to pay for access to them online, on demand through a PVR and eventually on-the-go via smart-phones (once its wireless services are launched).

"The content that we're acquiring here is premium," said Michael D'Avella, Shaw's senior vice-president of planning. "Ultimately, at the end of the day, none of this is going to be free ... and we're going to be in a very strong position here to monetize those rights."

Still, analysts held back support. The price tag is "reasonable in the context of media deals," said Greg MacDonald of National Bank Financial, but he has reservations "about the 'convergence' reasoning."

A similar rationale has been used to justify marrying content to distribution in the past, including at Canwest in the early years of the decade. Most examples -- such as AOL-Time Warner -- have generated little to no value and ended badly.

Financing also raised concern. Shaw plans to use all of the $700-million or so it has in cash on hand and draw from existing credit lines for the rest. That will "constrain" its flexibility as it spends heavily to bring on its wireless business in Western Canada, said Maher Yaghi at Desjardins Securities.

But as new technologies such as mobile broadband and on-demand services promise to deliver a converged experience, distributors of Internet and cable services are perhaps starting to see new value in owning media. The deal follows a similar one struck between U.S. cable giant Comcast and NBC-Universal last year.

"This is not a lot different," Mr. Shaw said, referring to the Comcast deal.

Shaw's move is by far the most aggressive to date from a Canadian distributor, vaulting the company alongside competitors such as Rogers and BCE Inc., which owns a stake in CTVglobemedia Inc., in its ability to leverage content. "The only maverick in Canada is Jim Shaw," said a source familiar with the transaction who asked not to be named. "If Ted Rogers were alive today, Rogers would own this [Canwest]."

The Shaw-Canwest deal has no impact on a separate sale of Canwest Ltd. Partnership's newspaper chain, which includes the National Post, as well as 10 other major dailies.

The chain has been up for sale since January when Canwest Ltd. Partnership (LP), the publishing subsidiary of Canwest, filed for creditor protection under about $1.5-billion in debt. The deadline for final bids was Friday. A winning bid is expected to be made public soon, though it, too, would be subject to regulatory approval.

 

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