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, the objectives, goals, strategies, targets, intentions, plans, estimates, and outlook of Corus Entertainment Inc. and its subsidiaries (collectively, “Corus” or the “Company”), including, but not limited to: the Company’s proposed recapitalization transaction discussed herein (the “Recapitalization Transaction”) and the approval and consummation thereof. 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 forward-looking information. Such factors include, without limitation, factors and assumptions relating to or impacting: the sustainability of Corus’ current or proposed capital and debt structure; Corus’ ability to maintain access to, renegotiate, obtain relief from, or meet covenants under relevant secured and unsecured credit facilities or instruments; Corus’ ability to access sufficient capital and liquidity; macroeconomic, geopolitical, and general business and market conditions; Corus’ ability to execute its strategies and plans; financial and operating results being consistent with expectations; Corus’ ability to attract, retain, and manage fluctuations in revenue; continuity of relationships and arrangements with or revenue or costs attributed to, suppliers, distributors, partners, clients, and customers on desirable and expected terms; stability of advertising, subscription, production, and distribution markets and revenue; changes to key suppliers or clients; impacts of pending or threatened litigation, regulatory or judicial decisions or interpretations, or appeals thereof; changes in laws or regulations or the interpretation or application thereof, including statements, decisions, or positions by applicable courts or regulators, including, without limitation, the Canadian Radio-television and Telecommunications Commission; changes to licensing status or conditions; impacts of competition from foreign and domestic competitors, including due to industry mergers and acquisitions or such competitors not being regulated in the same way or to the same degree; strategic opportunities or partnerships (or lack thereof) that may be presented to, pursued, or implemented by the Company; changes to applicable accounting standards or tax, licensing, or regulatory regimes; changes to operating and capital costs or imposed or threatened tariffs, taxes, or fees; impacts of interest rates or inflation; Corus’ ability to source, produce, and sell desirable content; unanticipated or un-mitigatable changes to programming costs; retention and reputation risks related to employees and contractors; physical and operational changes to facilities and infrastructure; industry or Company-related labour actions; cybersecurity threats and incidents to the Company or its key suppliers and vendors; epidemics, pandemics, or other public health and safety crises. These also include, without limitation, factors and assumptions relating to, or impacting, the execution of the Company’s proposed Recapitalization Transaction, including, without limitation: approval of the proposed Recapitalization Transaction, including by relevant courts and applicable regulatory authorities and stock exchanges; the ability to complete, execute, and implement the proposed Recapitalization Transaction in the time and manner contemplated; the anticipated or expected effect or impacts of the proposed Recapitalization Transaction on the Company and/or its stakeholders; obligations and abilities of third parties to close or complete actions as part of the proposed Recapitalization Transaction; the anticipated reduction of the Company’s debt and related costs and interest expenses (including the amounts thereof); exchange of existing equity and debt for new equity and debt; and the dilution or changes to the Company’s outstanding shares in number or value and markets for them. Actual results may differ materially from those expressed or implied in such information and the foregoing list is not exhaustive.
Additional information about these factors and about the material assumptions underlying any forward-looking information may be found in the Company’s 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, press release, or other subsequent disclosure, any and all 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 Recapitalization Transaction, investors and others should carefully consider 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 complete our Recapitalization Transaction and make changes to our share and debt structure once we receive required approval from the Ontario Superior Court of Justice (Commercial List) (referred to in this document as the “Court”) and receive any and all necessary regulatory and stock exchange approvals.
Corus has entered into support agreements with noteholders representing more than 74% of its 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 recent weeks, the Company has taken steps to progress the Plan of Arrangement, including by calling, holding and conducting special meetings (referred to as “Special Meetings”) of existing holders of our $750 million aggregate of senior unsecured notes (the “Senior Noteholders”), and of our Class A Voting Shareholders and Class B Non-Voting Shareholders as at December 24, 2025 (together–“existing securityholders”) to consider and vote on the plan of arrangement. The terms of the settled plan of arrangement were described in a Management Information Circular dated January 2, 2026 (“Circular”) that was provided to all existing securityholders before the Special Meetings, and made available on SEDAR+ here and Corus’ website here. At the Special Meetings on January 30, 2026, voting was completed by the holders of the Company’s Class A Voting Shares and Class B Non-Voting Shares and the holders of the Company’s outstanding unsecured senior notes in the aggregate principal amount of $750 million. Based on the voting results, the requisite number of votes cast to pass the resolution was obtained by each of the Senior Noteholders and the Class A Shareholders but not by the Class B Non-Voting Shareholders (who were entitled to vote in this circumstance).
As disclosed in the Circular, Corus is permitted (by an Interim Order of the Court made on December 17, 2025) to seek approval of the plan of arrangement even if shareholders do not pass the resolution at the Special Meetings. As such, and given the strong overall support for the plan of arrangement among existing securityholders, Corus intends to seek final approval of the plan of arrangement from the Court at a hearing that is currently scheduled for March 12, 2026. The Company will issue a further press release if the date of the approval hearing changes. The proposed Recapitalization Transaction remains subject to, among other things, satisfaction of the terms and conditions in the support agreements with key stakeholders, finalization of the plan of arrangement, approval of the plan of arrangement by the Court, and the receipt of any and all necessary regulatory and stock exchange approvals.
If the Recapitalization Transaction is not ultimately completed as we have proposed, it is possible we would have to look at other options. But, we are not in that situation right now as we will still seek approval for the Plan of Arrangement and we believe this is a fair and sound option. If we need to pivot to one of these other options, Class B shareholders may receive no recovery, but that does not necessarily mean that the company’s obligations to its other creditors and stakeholders would be treated similarly. We continue operate our business as usual right now and have no reason to believe we will not ultimately close the proposed transaction.
Results from the Special Meetings are available on SEDAR+ here.
When completed, the proposed Recapitalization Transaction will support our long-term business strategy and operations by giving us a stronger financial foundation and more financial flexibility. Throughout this process, we continue to operate our business as usual, with no anticipated impact on our obligations to clients, producers, suppliers or employees as a result of the Canada Business Corporations Act or “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 Recapitalization Transaction is the best viable option available for Corus and our stakeholders at this time.
With the proposed Recapitalization 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 Recapitalization Transaction. As such, we do not anticipate any impacts to these relationships as a result of the Canada Business Corporations Act or “CBCA” proceedings Corus is following to conduct the proposed Recapitalization Transaction.
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 Recapitalization 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”).
If approved and after closing of the proposed Recapitalization Transaction, 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. All changes resulting from the proposed transaction are outlined in the Circular that was delivered to affected securityholders in connection with the required Special Meetings.
Yes. Corus continues to have 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 of the proposed Recapitalization Transaction, 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 proposed Recapitalization Transaction closes.
No, the proposed Recapitalization Transaction will not impact viewers or listeners.
It is expected to be business as usual.
