FAQs & Cautionary Statement

To the extent any statements or information made on this site, or any of the documents referenced on this site, contain information that is not historical, these statements and the information are forward-looking statements and may be forward-looking information within the meaning of applicable securities laws (collectively, “forward-looking information”). This forward-looking information relates to, among other things, Corus Entertainment Inc.’s (“Corus” or the “Company”) objectives, goals, strategies, targets, intentions, plans, estimates and outlooks and includes but is not limited to: the closing and implementation of the proposed recapitalization transaction announced herein  (the “Proposed Transaction”); the adoption and anticipated impact of the Company’s capital allocation and recapitalization strategies; descriptions of future required approvals or condition satisfaction for the Proposed Transaction; capital structure and liability management including current or proposed liquidity and leverage targets; Corus’ ability to renegotiate existing or future debt terms, repay debt and/or maintain necessary access to loan and credit facilities; the Company’s strategic, operation or business plans; anticipated revenue and subscription trends; and expectations regarding financial or operational performance, or costs, tariffs, taxes and fees.  The foregoing can generally be identified by the use of words such as “believe”, “anticipate”, “expect”, “intend”, “plan”, “will”, “may” or the negatives of these terms and other similar expressions.  In addition, any statements that refer to expectations, anticipated outcomes or impacts, projections or other characterizations of future events or circumstances may be considered forward-looking information. 

Although Corus believes that the expectations reflected in such forward-looking information are reasonable, such information involves many material assumptions, risks and uncertainties and undue reliance should not be placed on such statements.  Certain material factors or assumptions are applied with respect to the forward-looking information, including in respect of the Proposed Transaction, which are subject to uncertainty, risk or change and may cause actual results to differ materially from expectations, calculations, plans, or forecasts. These include, without limitation, factors and assumptions relating to or impacting: the execution of the Proposed Transaction; the anticipated or expected effect or impacts of the Proposed Transaction on stakeholders; the anticipated reduction of the Company’s debt and related costs and interest expenses (including the amounts thereof); approval of the Proposed Transaction by: (i) applicable regulatory authorities and stock exchanges, (ii) holders of securities and debt, and (iii) relevant courts; implementation and execution of the Proposed Transaction by way of a plan of arrangement as contemplated; exchange of existing equity or debt for new equity or debt; obligations or abilities of third parties to close or complete actions as part of the Proposed Transaction; the inability to complete  the Proposed Transaction in the time or manner contemplated; dilution or changes to the Company’s outstanding shares in number or value; the ability of management to execute its strategies and plans, including any under or contemplated by the Proposed Transaction; the Company’s financial and operating results being consistent with expectations; macroeconomic, business, geopolitical and market conditions; decisions or positions by applicable courts or regulators such as, without limitation, the Canadian Radio-television and Telecommunications Commission (“CRTC”); strategic opportunities or partnerships (or lack thereof) that may be presented to, pursued or implemented by the Company; and continuity of relationships and arrangements with, or revenue or costs attributed to, key suppliers, partners, clients and customers.

Actual results may differ materially from those expressed or implied in such information and the foregoing list is not exhaustive.

Additional information about these material risk factors and assumptions underlying any forward-looking information may be found under the heading “Risks and Uncertainties” in the Company’s Management’s Discussion and Analysis for the year ended August 31, 2025, which disclosure may be supplemented or amended by subsequent disclosures in the Company’s quarterly management’s discussion and analysis or by subsequent press releases, which are also filed on SEDAR+.  Corus cautions that the foregoing list of important assumptions and factors that may affect future results is not exhaustive.

When relying on the Company’s forward-looking information to make decisions with respect to Corus or the Proposed Transaction, investors and others should carefully consider all the foregoing information, including as incorporated by reference, and any other uncertainties and potential events.  Unless otherwise specified, all forward-looking information on this site speaks as of the date of this site and may be updated or amended from time to time.  Except as otherwise required by applicable securities laws, Corus disclaims any intention or obligation to publicly update or revise any forward-looking information whether as a result of new information, events or circumstances that arise after the date thereof or otherwise.

A “plan of arrangement” is a court-supervised process that will allow Corus to make changes to our share and debt structure once we receive all the required approvals. These include approvals from Corus’ existing securityholders (which includes existing holders of our $750 million aggregate of senior unsecured notes, Class A voting shareholders and Class B non-voting shareholders) and the Ontario Superior Court of Justice (Commercial List) (referred to in this document as the “Court”).

Corus has entered into support agreements with noteholders representing over 74% of Corus’ senior unsecured notes, its existing senior lenders, and its largest holder of the Class A voting shares. Copies of these support agreements and related term sheets have been filed and made available on SEDAR+ here.

In the coming weeks, we will take all necessary steps to progress the plan of arrangement and seek a further order from the Court in the CBCA proceedings[1] permitting the Company to call, hold and conduct the required special meetings (referred to as “Special Meetings”) of existing securityholders to consider and vote on the plan of arrangement (noted above). The terms of the settled plan of arrangement will be fully disclosed as part of this application to the Court.

Corus will issue another press release confirming the record date and date for the Special Meetings and will provide more detail about the proposed transaction, the plan of arrangement and the mechanics of the Special Meetings in a document to be provided to all affected securityholders called a management information circular or “Circular”.

At the Special Meetings, affected securityholders will consider and vote on the proposed plan of arrangement that is described in the Circular.

The proposed transaction is subject to, among other things, satisfaction of the terms and conditions in the support agreements with key stakeholders, finalization of the plan of arrangement, receipt of all necessary shareholder, noteholder and creditor approvals, approval of the plan of arrangement by the Court, and the receipt of any and all necessary regulatory and stock exchange approvals.

When completed, this proposed transaction is expected to support our long-term business strategy and operations by giving us a stronger financial foundation and more financial flexibility. This transaction also enables us to continue operating our “business as usual”, with no anticipated impact on our obligations to clients, producers, suppliers or employees as a result of the CBCA proceedings.

Management and the Corus Board made this decision after conducting a thorough, strategic review process to explore and evaluate all potential transaction alternatives, including financing options and transaction opportunities. The goal of the review process was to find a longer-term solution to optimize our debt and share structure, create more financial flexibility, and preserve value.

The review was led by a sub-committee of the board of directors, made up entirely of independent directors. The board of directors also engaged external financial and legal advisors to assist with this process.

After completing the review process and evaluating all available options and, following the earlier announced assignment of our credit facility to our existing senior noteholders, the Board concluded that the proposed transaction is the best viable option available for Corus and our stakeholders at this time.

With this proposed transaction, Corus is seeking to materially reduce our debt.  If approved, once the transaction closes, we expect to reduce our total debt and other liabilities by over $500 million and reduce annual cash interest by up to $40 million. Corus is also seeking to extend maturity dates within the new debt structure.

In general terms, it is “business as usual”.

Contracts and obligations with or to producers, suppliers, distributors, clients, customers, and employees, are not being “arranged” as part of the proposed transaction. As such, we do not anticipate any impacts to these relationships as a result of the CBCA proceedings.

In fact, we are excited about continuing to acquire, produce and deliver the amazing content that Canadians know and love across our platforms, and building on our important relationships with clients, suppliers and partners for the future. Our terrific fall premiere season is just getting underway on Global.

No. The proposed transaction is being conducted under the Canada Business Corporations Act or “CBCA”, a corporate statute. The CBCA process provides an avenue for the Company to create a more sustainable capital structure with a lower level of debt with the support of our key stakeholders, all while enabling us to continue our relationships with and obligations to suppliers, partners, customers, employees and clients.

Yes. Right now, Corus has continued access to a secured credit facility that gives us access to an increased “revolving” facility (increased to $125 million from $75 million on October 29, 2025) and also includes an approximately $301 million secured term loan.

If approved and at closing, Corus’ existing secured revolving credit facility will essentially continue (technically, it will be replaced, or amended and restated, into a new, $125 million secured revolving credit facility.) The existing secured term loan will be redeemed and Corus will issue new senior secured notes in the aggregate principal amount of $300 million.

The timing of the applicable reduction in the financial covenant related to leverage (from a total debt to cash flow ratio of 9.50:1.00 to 4.25:1.00) has been extended to February 28, 2026 as part of the proposed transaction.

If approved and at closing, among the other things described:

  • Existing debt noteholders (i.e. those who hold the $750 million aggregate of senior unsecured notes of the Company) will have their existing debt exchanged for: (i) shares in a “NewCo” (per below) and (ii) $250 million aggregate of new, second lien unsecured notes.
  • Existing holders of Class A Voting Shares and Class B Non-Voting Shares of Corus will have their outstanding shares exchanged for newly issued “NewCo” Shares.

NewCo refers to a new legal entity formed in connection with this transaction. The NewCo Shares that will be held by existing holders of Corus Class A Voting Shares and Class B Non-Voting Shares will be diluted as a result of the proposed transaction.  This means, in total, the Class A Voting and Class B Non-Voting shares will represent, in aggregate, 1% of the issued and outstanding NewCo Shares (on a non-diluted basis).

Corus will apply to have the “NewCo” shares trade publicly on the Toronto Stock Exchange, essentially still as “Corus”, through a process called a “substitution listing”.

The NewCo Shares will be voting shares, subject to applicable laws and regulatory ownership restrictions. Please see a summary of the proposed exchange here.

Note that “NewCo” will not have voting- and non-voting shares but will instead only be a single class of shares with voting rights as described above.

Yes. As described above, we expect that Corus will be a widely-held, public company after the transaction closes.

The terms of the NewCo Shares will be designed to ensure compliance with applicable Canadian ownership restrictions under the Broadcasting Act, specifically as they relate to voting shares and entitlements to vote.

Details will be provided in the information circular that will be delivered to existing shareholders and bondholders.

No, this proposed transaction will not impact viewers or listeners.

It is expected to be business as usual, and we are excited by the recent launch of our phenomenal Global fall schedule.

Laurel Hill

If you are a shareholder, bondholder or investor and have questions about the proposed Recapitalization Transaction, please contact the company’s agent:

Phone: North America Toll Free: 1-877-452-7184

Collect Calls Outside North America: 416-304-0211

Text Messages: 1-877-452-7184

Email: assistance@laurelhill.com

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Disclaimer

The documents on this site have been prepared for reference purposes and do not constitute any representation or warranty as to currency, accuracy or applicability to any stakeholder or reader. All stakeholders should refer to actual transaction documents, agreements, terms sheets, press releases, or other disclosures filed on SEDAR+ or mailed directly to the relevant group for details and current information regarding the proposed transaction or the Company, as may be modified, supplemented or superceded. Readers should also please see the Caution Regarding Forward Looking Statements.