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Wednesday, October 7, 2009 10:13 AM

Inside Goldman's deal with CanWest

Andrew Willis

In media circles, everyone agrees that Goldman Sachs cut a sweetheart of a deal back in 2007, when it backed CanWest Global Communications' move into specialty television.

Now, everyone in media circles is wondering if CanWest’s new owners, its creditors, will be able to undo elements of that transaction, as they try to wring more money from CanWest’s lucrative collection of 13 specialty channels.

There’s a showdown coming between these new owners - distressed debt funds - and the Wall Street powerhouse. But it doesn’t look like it will be a public dust-up.

Instead, look for some very smart fund managers and investment bankers with more than a little imagination to strike a creative bargain. It’s possible that CanWest emerges from this process with its premium collection of specialty TV channels combined with a rejigged, stronger conventional television network, Global.

Here’s a quick bit of history, to explain why the fate of a Canadian media company rests with a New York investment bank.

Goldman Sachs bankrolled CanWest chief executive officer Leonard Asper in 2007 when he bid on Alliance Atlantis Communications. It’s fashionable to give Mr. Asper a hard time for that deal, but it was well structured.

CanWest got control of money-spinning channels, including History Television, Showcase, and Food Network Canada. The company had to put up less than $200-million. (Which is not to say Mr. Asper didn’t make mistakes: Failing to sell the Australian TV network and buying back CanWest’s newspaper income trust were doozies.)

Since then, the specialty TV channels have done exactly what was expected: They’ve made tons of money, on the back of subscriber fees. These channels are CanWest’s crown jewels. The unit is known as CW Media and its profit rose 41 per cent to $53-million in the most recent quarter, compared with the previous year. The CW Media division was not included in Tuesday’s bankruptcy filing by CanWest.

However, in return for its capital in 2007, Goldman Sachs got two contractual agreements that the new owners would love to overturn, because these provisions give the investment bank a potentially enormous stake in the TV unit.

In simple terms, Goldman Sachs has the right to sell back its specialty TV stake at a premium price. And the investment dealer will eventually set the level of its stake in CW Media based on a formula that reflects the unit’s performance.

If CanWest’s new owners can negotiate a change in the formula that determines the investment dealer’s equity stake, or trim what the investment dealer makes when it moves to sell that holding, they are effectively shifting the value of the specialty TV business from Goldman Sach’s wallet into their own back pockets.

And over time, CW Media is likely to be sold at a premium price - likely eight times their forecast EBITDA. Astral and Corus are at the front of a long line of potential buyers.

Now, here’s where things get interesting.

Goldman Sachs sees no reason to revisit its arrangement with CanWest, which has been blessed by Canadian regulators, according to several sources close to the investment dealer.

To date, Goldman executives have not been invited into restructuring talks, a subject of considerable frustration at the investment bank, sources say. Financiers working with Goldman said that over the past year, the investment bank put forward programming ideas for the TV networks, and offered strategic advice on restructuring, but was ignored by CanWest management and its creditors.

One concept that’s been tossed around, but couldn’t move forward until CanWest recapitalization was set, would see Goldman Sachs provide programming and financial support to the conventional television network as part of a larger deal that reworks the entire ownership structure to more closely align all the TV holdings.

At the moment, CanWest’s new owners will have difficulty getting a decent price for Global television. As BMO Nesbitt Burns analyst Tim Casey pointed out in a research report Tuesday, the network is “worth a lot less as an orphaned asset than it is combined with a specialty portfolio.”

There are three funds driving the CanWest restructuring, and two of them are U.S. money managers: GoldenTree Asset Management, Beach Point Capital Management, along with Toronto-based West Face Capital Inc. Sources say these funds have already doubled their money on their CanWest investment, in part because the Winnipeg-based company’s stake in Australia’s Ten Network Holdings Ltd. was sold for a better-than-expected $634-million last month, and much of this money was used to pay down debt.

In looking at the emerging ownership of CanWest, which is tilted heavily towards U.S. distressed debt funds, one source said: “The government [of Canada] doesn’t want to see these assets flipped, for a quick profit. The goal should be to build a vibrant media company.”

So look for both sides to smooth things over. Finance circles are small. Distressed debt funds that are creditors to CanWest also own debt in CW Media, the specialty channel division, which should calm negotiations over the future of the specialty TV unit. These funds are also Goldman Sachs clients.

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Andrew Willis

Andrew Willis joined The Globe and Mail in September of 1995. His career has included stints at a number of publications, including The Financial Post, The Financial Times of Canada, Dow Jones/Wall Street Journal, and MacLean's magazine. He also did freelance writing for Investment Executive magazine. He appears on television for BNN TV and CBC Newsworld.

Andrew has co-written a book, The Bre-X Fraud, with business journalist Douglas Goold.

Read Streetwise Tuesday through Friday in the pages of Report on Business.

 
Boyd Erman

Boyd Erman

Boyd Erman is a long-time business journalist who has worked at Dow Jones, Bloomberg, and the National Post before joining the Globe and Mail. Over the years, his areas of coverage have included economics, monetary policy, debt markets and corporate finance.

In addition, he is a regular commentator and guest host on Business News Network.

 

Steve Ladurantaye

Steve Ladurantaye wrote about technology companies in Ottawa before reporting for the Peterborough Examiner and Kingston Whig-Standard, where he won a National Newspaper Award for explanatory journalism. After joining the Globe and Mail in 2007, his work has regularly appeared in Report On Business and Globe Investor Magazine.

 
Globe and Mail reporter Tara Perkins

Tara Perkins

Tara Perkins has been a business reporter since 2004, following a brief stint as overnight editor of globeandmail.com. She has been writing for the Globe's business section since the spring of 2007, covering the banking sector during the course of the financial crisis. Prior to that, she worked for the Toronto Star. Tara has a Bachelor of Journalism from Ryerson University and a Bachelor of Commerce from the University of Guelph.

 
May 28/ 2009 - Jeff Gray is photographed for logo in Toronto, Ont. May 28/2009. Photo by Kevin Van Paassen/The Globe and Mail
May 28/2009

Jeff Gray

Jeff Gray joined The Globe in 1998. After stints as a reporter in sports and as a copy editor in news, he helped relaunch globeandmail.com as a breaking news website in 2000. He moved to The Globe's Toronto city hall bureau in 2004, writing a weekly column about traffic and public transit. He has also worked for the world desk of the BBC's news website in London and for CBC News. He covers legal affairs for The Report on Business.

 
Jacquie McNish

Jacquie McNish

Jacquie McNish has been a business writer with The Globe and Mail since 1988. Prior to that she was a reporter with The Wall Street Journal.

During her time at The Globe and Mail, she has served as the paper's New York correspondent and won three National Newspaper Awards. She is the author of The Big Score: Robert Friedland and The Voisey's Bay Hustle and Wrong Way: The Fall of Conrad Black, for which she and co-author Sinclair Stewart won the National Business Book Award. She is a co-host of Market Morning on the Business News Network.