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 or its subsidiaries’ (together, “Corus” or the “Company”) objectives, goals, strategies, targets, intentions, plans, estimates and outlooks, including, but not limited to, the closing and implementation of the proposed recapitalization transaction announced herein (the “Proposed Transaction”) and descriptions of future required approvals or condition satisfaction for the Proposed Transaction. Forward-looking information can generally be identified by the use of words such as “estimate”, “forecast”, “project”, “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, which are subject to uncertainty, risk or change and may cause actual results to differ materially from expectations, calculations, plans, or forecasts, are applied with respect to the forward-looking information, including in respect of the Proposed Transaction. Such factors include, without limitation, factors and assumptions relating to or impacting: the completion and implementation of the Proposed Transaction in the time and manner contemplated; the anticipated or expected effect or impacts of the Proposed Transaction on the Company and/or its 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 equity and debt, and (iii) relevant courts; exchange of existing equity and debt for new equity and debt; obligations and abilities of third parties to close or complete actions as part of the Proposed Transaction; dilution or changes to the Company’s outstanding shares in number or value or markets for them; the ability of the Company 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; statements, decisions or positions by applicable courts or regulators such as, without limitation, the Canadian Radio-television and Telecommunications Commission, or any appeals of or changes to such statements, decisions or positions; new, threatened or pending litigation or regulatory actions and their outcomes; strategic opportunities, relationships 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, suppliers, distributors, partners, clients and customers on desirable and expected terms. Actual results may differ materially from those expressed or implied in such information and the foregoing list is not exhaustive. Certain other material factors or assumptions may also be applied with respect to general forward-looking information.
These, and additional information regarding the foregoing list, are identified or discussed in Corus’ Management’s Discussion and Analysis (“MD&A”) for the year ended August 31, 2025, as may be updated, supplemented or amended from time to time, including by quarterly MD&A, financial reports or additional press releases, all and any of which will be made available on SEDAR+ at www.sedarplus.ca. 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 in this document speaks as of the date of this document 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 may be made or arise from time to time.
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 more than 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.
Corus has taken all necessary steps to progress the Plan of Arrangement and on December 17, 2025, was granted an interim order from the Court in the CBCA proceedings that permits 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). In connection with the Special Meetings, on December 18, 2025, Corus filed its notice of meeting, and on January 8, 2026, Corus mailed its management information circular (the “Circular”) and related documents (collectively, the “Meeting Materials”) to affected securityholders. The Meeting Materials detail the proposed transaction, the Plan of Arrangement and the mechanics of the Special Meetings.
At the Special Meetings, affected securityholders will consider and vote on the proposed Plan of Arrangement that is described in, and appended to, 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.
On January 8, 2026, Corus mailed the Circular and other Meeting Materials to affected securityholders in connection with the Special Meetings. The Meeting Materials detail the proposed transaction, the Plan of Arrangement and the mechanics of the Special Meetings.
On January 8, 2026, Corus mailed the Circular and other Meeting Materials to affected securityholders in connection with the Special Meetings. These materials are publicly available on SEDAR+ and on Corus’ website (www.corusent.com/proposed-transaction).
If you believe you should have received materials as a securityholder of record as of December 24, 2025, please contact Laurel Hill Advisory Group by email at assistance@laurelhill.com, or by texting “INFO” to, or calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America).
Your vote is important, no matter how many Corus securities you hold.
Securityholders are encouraged to vote well in advance of the proxy deadlines of January 28, 2026 at 10:00 a.m. (Toronto time) using one of the methods below:
- Internet: www.proxyvote.com
- Telephone: Dial the applicable number listed on the proxy form or voting instruction form, as applicable.
- Mail: Return the proxy form or voting instruction form, as applicable, in the enclosed postage-paid envelope.
Corus may utilize Broadridge’s QuickVoteTM system to assist eligible Shareholders with voting their Shares over the telephone.
If you have any questions, please contact Laurel Hill Advisory Group by email at assistance@laurelhill.com, or by texting “INFO” to, or calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America).
Senior Noteholders of record as of 5:00 p.m. (Toronto time) on December 24, 2025 (the “Record Date”), are entitled to receive notice of, to participate in, and to vote at, the Senior Noteholders’ Meeting.
Shareholders of record as of 5:00 p.m. (Toronto time) on the Record Date are entitled to receive notice of, to participate in, and to vote at, the Shareholders’ Meeting.
The Plan of Arrangement must be approved by securityholders as follows:
- the Senior Noteholders’ Arrangement Resolution must be passed by at least two-thirds (66⅔%) of the votes cast by the Senior Noteholders present in person or represented by proxy at the Senior Noteholders’ Meeting, and entitled to vote on the Senior Noteholders’ Arrangement Resolution.
- the Shareholders’ Arrangement Resolution must be passed by:
- at least two-thirds (66⅔%) of the votes cast by the holders of Class A Voting Shares and two-thirds (66⅔%) of the votes cast by the holders of Class B Non-Voting Shares, each voting separately as a class, in each case, present in person or represented by proxy at the Shareholders’ Meeting and entitled to vote on the Shareholders’ Arrangement Resolution; and
- a majority (50% + 1) of the minority votes cast by the holders of Class A Voting Shares in accordance with the requirements of the Toronto Stock Exchange.
In addition to the receipt of the requisite approval of the securityholders of the Company, the completion of the Recapitalization Transaction is subject to the final approval of the Plan of Arrangement by the Court and the satisfaction or waiver of the other conditions to completion of the Recapitalization Transaction. Such conditions include the receipt of all customary and necessary regulatory 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 third-party debt and other liabilities by more than $500 million, reduce annual cash interest by up to $40 million and extend maturity dates within the new debt structure to at least five years.
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.
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.
Without the Recapitalization Transaction, or in the event it is not completed on the terms and timeline currently contemplated, the Company will need to pursue alternative restructuring strategies, possibly under the Companies’ Creditors Arrangement Act (the “CCAA”)
After conducting a thorough strategic review process, Corus’ Board of Directors unanimously recommends that the Senior Noteholders and Shareholders vote FOR the Recapitalization Transaction at the Special Meetings.
If the Recapitalization Transaction is not implemented as per the Plan of Arrangement outlined in the Circular, Corus will need to pursue alternative restructuring strategies, possibly under the CCAA. If a CCAA process is pursued, it is unlikely that there will be any recovery of any kind or amount available to the holders of Class A voting shares and Class B non-voting shares, and the Class A voting shares and Class B non-voting shares may be cancelled for no consideration.
After closing, the board of directors of the new holding company of Corus (“NewCo”) will comprise five directors (which individuals are to be confirmed) and the current directors of Corus will resign.
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 amended and restated, into a new, $125 million secured revolving credit facility.) The existing secured term loan will be settled and exchanged for new senior secured notes in the aggregate principal amount of $300 million.
The relief of financial covenants under the secured credit facility has been extended to February 28, 2026 under the terms of the Amendment, Consent and Waiver Agreement, which is publicly available on SEDAR+. We will evaluate any necessary waivers, approvals or other actions as needs arise.
Yes. As described above, the Plan of Arrangement contemplates that NewCo will be a public company after the transaction closes.
No, this proposed transaction will not impact viewers or listeners.
It is expected to be business as usual.
