-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SWRkaHZmGWPCweF9ZP5Nj1yxTJwoPRgVQsFydY3NARBK8Qf9x+0msQv3JSv7tmWY Hgn48+f46oId7gnoCPNxXQ== 0000903423-05-000685.txt : 20050908 0000903423-05-000685.hdr.sgml : 20050908 20050908164944 ACCESSION NUMBER: 0000903423-05-000685 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050908 FILED AS OF DATE: 20050908 DATE AS OF CHANGE: 20050908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CANWEST GLOBAL COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001003565 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14148 FILM NUMBER: 051075727 BUSINESS ADDRESS: STREET 1: 3100 TD CENTRE STREET 2: 201 PORTAGE AVE CITY: WINNIPEG MANITOBA STATE: A2 BUSINESS PHONE: 2049562025 MAIL ADDRESS: STREET 1: 1981 MCGILL COLLEGE AVE CITY: MONTREAL STATE: A8 ZIP: H3A 3C7 6-K 1 canwestglobal-6k_0908.htm

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Rule 13a-16 or 15d-16 of the

Securities Act of 1934

For the month of September 2005

Commission File Number: 001-14148

 

CANWEST GLOBAL COMMUNICATIONS CORP.

(Translation of Registrant’s name into English)

 

3100 CanWest Global Place

201 Portage Avenue

Winnipeg, Manitoba,

Canada R3B 3L7

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F    _  

Form 40-F    X  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _______.

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _______.

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g-3-2(b) under the Securities Exchange Act of 1934.

 

Yes        

No    X  

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82 - ______________________.

 

 



 

 

EXHIBIT INDEX

Exhibit Number

Description

 

99.1

CanWest MediaWorks Inc., a wholly-owned subsidiary of CanWest Global Communications Corp., Press Release dated September 8, 2005.

99.2

Extract from CanWest Global Communications Corp. Press Release dated September 8, 2005.

99.3

Additional Information on Income Trust Transactions.

 

 



 

 

SIGNATURE PAGE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: September 8, 2005

CANWEST GLOBAL COMMUNICATIONS CORP.

By: /s/ John E. Maguire  

John E. Maguire
Chief Financial Officer

 

 

 

 

 

 

EX-99.1 2 canwest-ex991_0908.htm canwest-ex991_0908 -- Converted by SECPublisher 2.1.1.6, created by BCL Technologies Inc., for SEC Filing
NEWS RELEASE

For immediate release
September 8, 2005

CANWEST INITIATES TENDER OFFERS AND CONSENT SOLICITATIONS

     Winnipeg, Manitoba, -- CanWest MediaWorks Inc. (“CanWest”), a wholly-owned subsidiary of CanWest Global Communications Corp., today announced that it has commenced cash tender offers for any and all of its outstanding 10 5/8% Senior Subordinated Notes due 2011 and 7 5/8% Senior Unsecured Notes due 2013. These two series of debt securities have combined principal amounts outstanding of US$625 million (CDN$744 million).

     As part of these offers, CanWest is soliciting noteholders’ consents to amend certain provisions of these notes and the related indentures. The tender offers and consent solicitations are an integral part of CanWest’s decision to transfer its Canadian newspaper and interactive operations (with the exception of the National Post) to a limited partnership, all of the interests in which will be indirectly held by CanWest and CanWest MediaWorks Income Fund (the “Fund”). The Fund will complete an initial public offering in Canada to finance the acquisition of its indirect interest in the partnership. The purpose of the consent solicitations and the proposed amendments to the notes and related indentures is to eliminate substantially all restrictive covenants and certain events of default contained in the notes and indentures, in order to allow the Canadian IPO and related transfer of the newspaper and online operations, and to increase CanWest’s operational and financial flexibility.

      For both offers, the early tender premium deadline for the consent solicitations is 5:00 p.m. Eastern Daylight Time (EDT) on September 21, 2005 and the expiration time is midnight EDT, on October 12, 2005. Holders may withdraw their tenders of notes prior to 5:00 p.m. EDT on September 21, 2005. All of these dates are subject to extension at CanWest’s election.

     CanWest intends to use a portion of the expected proceeds from a planned sale of its Canadian newspaper and interactive operations to CanWest MediaWorks Limited Partnership to acquire the Senior Subordinated Notes and Senior Unsecured Notes accepted pursuant to the tender offers.

     The purchase prices for notes of each series will be determined on October 6, 2005 (subject to extension) in the manner described in the Offers to Purchase and Consent Solicitation Statements dated September 8, 2005 that CanWest has distributed to holders of the notes. The purchase price for the Senior Subordinated Notes will be a “fixed spread” price. The purchase price for the Senior Unsecured Notes will be a composite price equal to the sum of 35% of the “equity claw-back” price described in the terms of those notes and 65% of a “fixed spread” price. The fixed spread prices for each of the two series of notes will be calculated using a yield equal


to a fixed spread of 50 basis points plus the yield to maturity of, in the case of the Senior Subordinated Notes, the 2.000% U.S. Treasury Note due May 15, 2006 and, in the case of the Senior Unsecured Notes, the 2.625% U.S. Treasury Note due May 15, 2008.

     The purchase price for notes of each series includes an early tender premium that is equal to $30.00 per $1,000 principal amount of the notes. Holders of notes tendered after the early tender premium deadline will not receive the early tender premium.

     The offers are subject to conditions including the tender of a set minimum amount of notes of each series and the successful creation and Canadian IPO of the Fund.

     CanWest has retained Citigroup Global Markets Inc. to serve as dealer manager for the tender offers and consent solicitations. Global Bondholder Services Corporation will serve as the depositary and information agent for the tender offers and consent solicitations.

     Requests for documents relating to the tender offers and consent solicitations may be directed to Global Bondholder Services Corporation by telephone at 1-866 470-4500 (toll free) or 1-212 430-3774or in writing at 65 Broadway, Suite 74, New York, NY, 10006. Questions regarding the tender offers and consent solicitations may be directed to Citigroup Global Markets Inc., Liability Management Group, at 1-800-558-3745 (toll free) or 1-212-723-6106 (collect).

     This news release is neither an offer to purchase nor a solicitation of an offer to sell the notes. The offers are being made only pursuant to the Offers to Purchase and Consent Solicitation Statements dated September 8, 2005 which CanWest has distributed to holders of the Senior Subordinated Notes and Senior Unsecured Notes.

     The Fund’s units have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or the availability of an applicable exemption from the registration requirement of such Act. The Fund’s units are being offered in Canada only by means of the preliminary prospectus. This news release does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the Fund’s units in any province, territory state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.

     CanWest MediaWorks Inc. is a wholly-owned subsidiary of CanWest Global Communications Corp. (NYSE: CWG; TSX: CGS.SV and CGS.NV; www.canwestglobal.com), 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.

 

2


For further information, please contact:
Geoffrey Elliot, Vice President, Corporate Affairs
Tel: (204) 956-2025
Fax: (204) 947-9841
gelliot@canwest.com

or

John Maguire, Chief Financial Officer
Tel: (204) 956-2025
Fax: (204) 947-9841
jmaguire@canwest.com

 

3


EX-99.2 3 canwest-ex992_0908.htm canwest-ex992_0908 -- Converted by SECPublisher 2.1.1.6, created by BCL Technologies Inc., for SEC Filing

News Release

For Immediate Release
September 8, 2005

CanWest Launches IPO of Newspaper and Interactive Group

Spin out will result in CanWest MediaWorks Income Fund holding approximately 28% interest in Canada’s largest newspaper publisher

Winnipeg, Manitoba – CanWest Global Communications Corp. (“CanWest”) announced today its intention of offering an interest in its Canadian newspaper and interactive media businesses (with the exception of the National Post) via an initial public offering (“IPO”) in Canada structured as an income fund. To that end, CanWest MediaWorks Income Fund (the “Fund”) has filed a preliminary prospectus with all securities regulatory authorities in Canada. The newly-created Fund will, on completion of the offering, indirectly hold through CanWest Mediaworks Limited Partnership (the “Partnership”) an approximate 28% interest in CanWest’s Canadian newspaper and interactive media businesses.

CanWest’s Canadian newspaper operations include some of Canada’s oldest and most respected metropolitan daily newspapers – including the Times Colonist (Victoria), The Vancouver Sun, The Province (Vancouver), Edmonton Journal, Calgary Herald, The StarPhoenix (Saskatoon), Leader- Post (Regina), The Windsor Star, Ottawa Citizen and The Gazette (Montreal). These prominent mastheads, including their online editions and classified web sites (such as working.com and driving .com), together with Nanaimo Daily News, Alberni Valley Times, the new free-distribution, youth-oriented Dose, 21 non-daily newspapers distributed in various communities in B.C., and CanWest’s investment in Metro will form the main group of assets being taken to market in this transaction. These operations will be joined by CanWest’s Internet and electronic publishing arm, which includes the Internet portal canada.com, FP infomart.ca and FP DataGroup.

Upon completion of the Fund’s IPO, the net proceeds of the equity offering, together with $830 million in cash from new term and revolving credit facilities will be used by the Partnership to acquire these media businesses from one of CanWest’s subsidiaries, CanWest MediaWorks Inc. The term and revolving credit facilities are part of a total $1 billion, 5-year senior unsecured credit facility which will be available to the Partnership and which has been underwritten by The Bank of Nova Scotia as lead arranger and bookrunner and Royal Bank of Canada as syndication agent. CanWest MediaWorks Inc. will use the proceeds from the sale to retire certain existing debt.

“We have been considering this transaction for some time, as a way to unlock, what we believe is significant shareholder value,” said Leonard Asper, CanWest’s President and Chief Executive Officer. “We believe that this offering will be well received by the investing public.”

Concurrently with this announcement, CanWest MediaWorks Inc. announced that it had initiated tender offers and consent solicitations for any and all, of its 10 5/8% Senior Subordinated Notes due 2011 and 7 5/8% Senior Unsecured Notes due 2013. In the aggregate, these notes have an

 

1


outstanding principal amount of approximately $744 million (US$625 million). As part of this tender offer process, CanWest MediaWorks Inc. is seeking noteholders’ consents to amend certain provisions of these notes and related note indentures. Completion of the IPO and spin out of its newspaper and online media businesses is conditional upon successful completion of the tender offer and consent solicitation process for these notes. CitiGroup Global Markets Inc. has been retained as the dealer manager in respect of the tender offers.

Total proceeds from the sale to CanWest MediaWorks Inc. are expected to be approximately $1.45 billion. These proceeds together with proceeds from a new $500 million 5-year senior secured revolving credit facility which has been underwritten by The Bank of Nova Scotia and Royal Bank of Canada will be used to retire debt under existing senior credit facilities and fund the tender offers and consent solicitations.

CanWest MediaWorks Inc. will retain 100% ownership of the National Post, and its Canadian broadcasting and related operations. On completion of the contemplated transactions, it will retain an approximate 72% interest in the Partnership. It will also continue to hold all of CanWest’s international media businesses.

This news release contains certain comments or forward-looking statements that are based largely upon the Company's current expectations and are subject to certain risks, trends and uncertainties. These factors could cause actual future performance to vary materially from current expectations.

The Fund’s units have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or the availability of an applicable exemption from the registration requirement of such Act. The Fund’s units are being offered in Canada only by means of the preliminary prospectus. This news release does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the Fund’s units in any province, territory state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction. This news release is neither an offer to purchase nor a solicitation of an offer to sell notes of CanWest MediaWorks Inc.

CanWest Global Communications Corp. (NYSE: CWG; TSX: CGS.SV and CGS.NV; 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.

For additional information, please contact:

Geoffrey Elliot, Vice President, Corporate Affairs
Tel: (204) 956-2025
Fax: (204) 947-9841
gelliot@canwest.com

or

John Maguire, Chief Financial Officer
Tel: (204) 956-2025
Fax: (204) 947-9841
jmaguire@canwest.com

 

2


EX-99.3 4 canwest-ex993_0908.htm canwest-ex991_0908 -- Converted by SECPublisher 2.1.1.6, created by BCL Technologies Inc., for SEC Filing
THE INCOME TRUST TRANSACTIONS

     CanWest MediaWorks Inc. (“CanWest MediaWorks”) intends to transfer all of its Canadian print and interactive media businesses (other than the National Post) together with some ancillary and supporting operations to CanWest MediaWorks Limited Partnership (“CanWest MediaWorks LP”). CanWest MediaWorks LP will be a limited partnership organized under the laws of Ontario, all of the interests in which will be directly and indirectly owned by CanWest MediaWorks and CanWest MediaWorks Income Fund. CanWest MediaWorks Income Fund is a trust organized under the laws of Ontario. CanWest MediaWorks’ Canadian publications business will be transferred to CanWest MediaWorks LP in consideration for debt and limited partnership units that it expects to give it an approximate 72% ownership interest in CanWest MediaWorks LP. CanWest MediaWorks will also own a controlling interest in CanWest MediaWorks (Canada) Inc., a Canadian corporation that will be the general partner of CanWest MediaWorks LP. Concurrently with the closing of the acquisition, CanWest MediaWorks Income Fund will complete a public offering of units of the Fund for gross proceeds in a range of approximately $650 million to $700 million. The Fund will invest the net proceeds of this offering in CanWest MediaWorks LP. CanWest MediaWorks LP will use these net proceeds, together with the net proceeds of a bank credit facility in the amount of approximately CDN$830 million, to repay the debt owing to CanWest MediaWorks that was incurred on the acquisition of its Canadian publishing business.

     In total, proceeds to CanWest MediaWorks are expected to be in a range of approximately CDN$1,425 million to CDN$1,475 million. CanWest MediaWorks will use these proceeds together with proceeds from a new 5-year CDN$500 million senior credit facility to retire indebtedness under its existing senior credit facility and to fund the offers and repurchase the Canadian dollar denominated notes. Following completion, drawn credit under CanWest MediaWorks’ new senior facility is expected to be in the range of approximately CDN$125 million to CDN$175 million. Through these transactions, CanWest MediaWorks expects that on a consolidated basis, including the term credit facility of CanWest MediaWorks LP, its overall debt position will be reduced by a net amount of approximately C$450 million to C$500 million. Although CanWest MediaWorks LP will be designated an “Unrestricted Subsidiary” under the indentures for the 2011 notes and the 2013 notes and the indenture for CanWest MediaWorks’ 8% Senior Subordinated Notes due 2012, CanWest MediaWorks expects to receive monthly cash distributions from CanWest MediaWorks LP under its distribution policy.

     Each offer is conditioned upon, among other things, CanWest MediaWorks’ successful entry into an underwriting agreement satisfactory to it in respect of the public offering of units of CanWest MediaWorks Income Fund, providing for receipt by CanWest MediaWorks Income Fund of gross proceeds of at least CDN$600 million. In addition, settlement of the offers will be conditioned upon settlement of the income trust transactions. CanWest MediaWorks anticipates that any underwriting agreement signed in respect of the public offering would contain customary closing conditions. If notes are accepted in the offers but the income trust transaction fails to settle CanWest MediaWorks will promptly return all tendered notes (unless it waives that condition to settlement of the offers). There can be no assurance that any of the income trust transactions will be completed on the terms anticipated on or prior to the settlement time, or at all.


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