ARCHIVED - Broadcasting Decision CRTC 2008-314

Broadcasting Decision CRTC 2008-314

See also: 2008-314-1

Ottawa, 18 November 2008

Corporate reorganization - Acquisition of assets

i) Canwest will incorporate Canwest Television GP Inc. (the GP), a Manitoba corporation that will be the general partner holding a nominal interest in the limited partnership described in step ii). Canwest will subscribe for 100 common shares in the GP and will be its sole shareholder.

ii) Canwest and the GP will form CTLP, a new Manitoba limited partnership. The capital of CTLP will consist of an unlimited number of units (LP Units). Each of the GP and Canwest, as the limited partner, will subscribe for one LP Unit in CTLP.

iii) Canwest will transfer the following assets and interests to CTLP, which will then issue LP Units to Canwest:

• the assets of the broadcasting undertakings;

• 100 common shares of Canwest Global Broadcasting Inc.;

• 1,000 units of TVtropolis General Partnership (66.67%);

• 490,000 units of Men TV General Partnership (49%);

• 50 units of Mystery Partnership (50%);

• 1 common share of Fox Sports World Canada Holdco Inc.;

• 99.99% partnership interest in Fox Sports World Canada Partnership;

• 99.99% partnership interest in Global Television Network Quebec Limited Partnership;

• 99.99% partnership interest in Lonestar Partnership;

• 99.99% partnership interest in DejaView Partnership; and

• 99.99% partnership interest in Xtreme Sports Partnership.

The remaining 0.01% partnership interest in each of Fox Sports World Canada Partnership, Global Television Network Quebec Limited Partnership, Lonestar Partnership, DejaView Partnership and Xtreme Sports Partnership will be unaffected by this step and retained by Fox Sports World Canada Holdco Inc., GTNQ Holdings Inc. (GTNQ), Lonestar Holdco Inc. (Lonestar Holdco), Retro Vista Holdco Inc. (Retro Vista Holdco) and Xtreme Sports Holdco Inc. (Xtreme Sports Holdco) respectively.

iv) Immediately following the completion of the transfer of the assets and interests outlined in step iii), Global Television Network Quebec Limited Partnership, Lonestar Partnership, DejaView Partnership and Xtreme Sports Partnership will dissolve by agreement of their respective partners.¹ Upon dissolution of each of these partnerships, an undivided interest in the property of each of the partnerships will be distributed to each partner in proportion to such partner's respective ownership interest in the applicable partnership. The partners at the time of dissolution will be, in the case of Global Television Network Quebec Limited Partnership, GTNQ and CTLP; in the case of Lonestar Partnership, Lonestar Holdco and CTLP; in the case of DejaView Partnership, Retro Vista Holdco and CLTP; and in the case of Xtreme Sports Partnership, Xtreme Sports Holdco and CLTP.

v) Immediately following the partnership dissolutions outlined in step iv), GTNQ, Lonestar Holdco, Retro Vista Holdco and Xtreme Sports Holdco will transfer to CTLP the property interests received by each of them on the partnership dissolutions and CTLP will, as consideration for such property interest, issue LP units to each of them with a value equal to the fair market value of the property interest transferred by each of them.

vi) Immediately following the completion of step v), GTNQ, Lonestar Holdco, RetroVista Holdco and Xtreme Sports Holdco will be wound up into Canwest and the property of each of them, including the LP units issued to each of them in step v), will become the property of Canwest.²

Other matters

Related documents

• Applications processed pursuant to the streamlined procedure, Broadcasting Public Notice CRTC 2007-135, 4 December 2007

• Transfer of effective control of Alliance Atlantis Broadcasting Inc.'s broadcasting companies to CanWest MediaWorks Inc.,
  Broadcasting Decision CRTC 2007-429, 19 November 2007

• Lonestar II - Category 2 specialty service, Broadcasting Decision
  CRTC 2005-85, 1 March 2005

• Reality TV - Category 2 specialty service, Broadcasting Decision
  CRTC 2005-35, 3 February 2005

Appendix to Broadcasting Decision CRTC 2008-314

Licences to be issued to Canwest Television GP Inc. (the general partner) and Canwest Media Inc. (the limited partner), carrying on business as Canwest Television Limited Partnership upon surrender of the current licences

Television programming undertakings

CHAN-TV-1
CHAN-TV-2
CHAN-TV-3
CHAN-TV-4
CHAN-TV-5
CHAN-TV-6
CHAN-TV-7
CITM-TV
CITM-TV-1
CITM-TV-2

Chilliwack
Bowen Island
Squamish
Courtenay
Brackendale
Wilson Creek
Whistler
100 Mile House
Williams Lake
Quesnel

Specialty programming undertakings

Licence to be issued to Canwest Television GP Inc. (the general partner) and Canwest Media Inc. (the limited partner), carrying on business as Canwest Television Limited Partnership, and Fox Sports World Canada Holdings Inc., partners in a general partnership carrying on business as Fox Sports World Canada Partnership

Licence to be issued to Canwest Television GP Inc. (the general partner) and Canwest Media Inc. (the limited partner), carrying on business as Canwest Television Limited Partnership, and TVA Group Inc., partners in a general partnership carrying business as Men TV General Partnership

Licence to be issued to Canwest Television GP Inc. (the general partner) and Canwest Media Inc. (the limited partner), carrying on business as Canwest Television Limited Partnership, and TVA Group Inc., partners in a general partnership carrying on business as Mystery Partnership