CanWest announces exchange offer for Hollinger Participation Trust Notes
08 Ottobre 2004 - 6:15AM
PR Newswire (US)
CanWest announces exchange offer for Hollinger Participation Trust
Notes WINNIPEG, Oct. 7 /PRNewswire-FirstCall/ -- CanWest Media Inc.
("CanWest"), a wholly-owned subsidiary of CanWest Global
Communications Corp. today announced that an affiliate of CanWest
has commenced an offer to exchange a new series of 8% Senior
Subordinated Notes due 2014 (the "New Notes") for any and all of
the outstanding 12 1/8% Senior Notes due 2010 (the "Trust Notes")
issued by Hollinger Participation Trust (the "Trust"). The New
Notes will, following settlement of the exchange offer and related
transactions, be obligations of CanWest, ranking equally in right
of payment with CanWest's existing and future senior subordinated
unsecured debt. The exchange offer will expire at 5:00 p.m., New
York City time, on November 15, 2004 (subject to extension).
Tenders of Trust Notes may be withdrawn at any time prior to 5:00
p.m., New York City time, on November 5, 2004 (subject to
extension). The exchange offer will be settled on the third
business day following the expiration date or as soon as
practicable thereafter. In the exchange offer, holders of Trust
Notes are being offered US$1,200 principal amount of New Notes for
each US$1,000 principal amount of Trust Notes validly tendered and
accepted for exchange. US$30 principal amount of the New Notes
offered for each US$1,000 principal amount of Trust Notes exchanged
constitutes an early tender payment that will only be paid with
respect to Trust Notes validly tendered prior to October 29, 2004
(subject to extension). No additional payment will be made in
respect of any accrued and unpaid interest on the Trust Notes
accepted for exchange. Holders of Trust Notes that tender in the
exchange offer will be required to grant consents and instructions
authorizing certain amendments to the trust agreement governing the
Trust Notes and to the indenture governing the Fixed Rate
Subordinated Debentures due 2010 of 3815668 Canada Inc. (in which
the Trust holds a participation interest). As a result of these
instructions and consents, it is anticipated that immediately
following the completion of the exchange offer, if successful, the
Trust will be wound up and liquidated and holders of Trust Notes
that have not been tendered and accepted in the exchange offer will
receive a final cash distribution from the Trust equal to the par
value of their Trust Notes plus accrued interest. In addition,
concurrently with the exchange offer, CanWest intends to offer
additional New Notes in a placement for cash pursuant to Rule 144A
and Regulation S under the Securities Act of 1933, as amended (the
"U.S. Securities Act"). CanWest intends to enter into a purchase
agreement for the cash offering shortly following the deadline for
withdrawal of tenders in the exchange offer and to settle the cash
offering on the same day as the exchange offer. Consummation of the
exchange offer is subject to a number of conditions, including the
receipt of valid and unrevoked tenders and consents representing
more than 66 2/3% in aggregate outstanding principal amount of the
Trust Notes. In addition, the successful completion of the cash
offering and obtaining all necessary waivers and/or consents under
existing credit facilities to permit the issuance of the New Notes
are conditions to settlement of the exchange offer. The offering of
the New Notes in the exchange offer is only made, and copies of the
exchange offer documents will only be made available to, holders of
Trust Notes that have certified certain matters including their
status as "qualified institutional buyers" or non "U.S. persons",
as such terms are defined in accordance with Rule 144A and
Regulation S under the U.S. Securities Act, and, if resident in
Canada, as to certain matters confirming their eligibility to
acquire New Notes in accordance with an exemption from the
registration and prospectus requirements of applicable Canadian
provincial or territorial securities laws. Copies of the
certification and the offering documents can be obtained from the
information agent, Global Bondholder Services Corporation, at
866-470-3900 or 212-430-3774. The New Notes have not been and will
not be registered under the U.S. Securities Act or any state
securities laws. Therefore, the New Notes may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of the U.S. Securities
Act and any applicable state securities laws. The New Notes have
not been and will not be qualified for sale under the securities
laws of any province or territory of Canada. Therefore, any
transfer or resale of the New Notes in Canada, or to, from or for
the account of any person resident in Canada, will be subject to
restrictions under applicable Canadian provincial or territorial
securities laws. This press release does not constitute an offer to
purchase any securities or a solicitation of an offer to sell any
securities. The exchange offer is being made only pursuant to an
offering memorandum and consent solicitation statement and a
related letter of transmittal and consent, and only to such persons
and in such jurisdictions as is permitted under applicable law.
CanWest Global Communications Corp. (NYSE: CWG; TSX: CGS.S and
CGS.A; http://www.canwestglobal.com/) is an international media
company. CanWest, Canada's largest publisher of daily newspapers,
owns, operates and/or holds substantial interests in newspapers,
conventional television, out-of-home advertising, specialty cable
channels, radio networks and web sites in Canada, New Zealand,
Australia, and the Republic of Ireland. DATASOURCE: CanWest Global
Communications Corp. CONTACT: Geoffrey Elliot, Vice President,
Corporate Affairs, Tel: (204) 956-2025, Fax: (204) 947-9841, or
John Maguire, Chief Financial Officer, Tel: (204) 956-2025, Fax:
(204) 947-9841,
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