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Global greenlights new original drama Mary Kills People

From a media release:

Global announced today a brand new Canadian original drama series Mary Kills People,set to premiere on the network in January 2017. Partnering with independent studio Entertainment One (eOne), Mary Kills People is executive produced by Canadian Screen Award winner Tassie Cameron (Rookie Blue), under her new production company, Cameron Pictures Inc., and created and written by talented newcomer Tara Armstrong, a winner of the 2015 Shaw Media Writer’s Apprentice Program. Set in the morally grey world of assisted suicide, Mary Kills People is a thought-provoking, intense, and controversial drama. The provocative six-episode series is set to begin production in Toronto this summer

Mary Kills People follows Dr. Mary Harris, a single mother and ER doctor by day, who also moonlights as an underground angel of death — helping terminally ill patients who want to slip away on their own terms. So far Mary has managed to stay under the radar; but death is hot, business is booming, and her double life is getting complicated.  When the police start to close in, Mary realizes she’s going to have to fight dirty if she’s going to stay in the killing game.

Mary Kills People is produced by eOne and Cameron Pictures Inc., in association with Shaw Media, and with the financial participation of the Canada Media Fund, the Ontario Film and Television Tax Credit and the Canadian Film or Video Production Tax Credit. eOne handles international distribution for the series.

Link: CHCH-TV owner to address CRTC

From Steve Buist of the Hamilton Spectator:

CHCH-TV owner to address CRTC
The timing is both impeccable and highly ironic.

Channel Zero Inc., owner of Hamilton’s CHCH-TV, will be making a presentation Monday on the opening day of hearings being held by the Canadian Radio-television and Telecommunications Commission.

The topic of discussion? A policy review of local and community television programming in Canada. Continue reading.

19-2 and Schitt’s Creek lead 2016 Canadian Screen Award TV nominations

Bravo’s gritty cop drama 19-2 and CBC’s high-profile comedy Schitt’s Creek topline the nominations for the 2016 Canadian Screen Awards. Announced Tuesday morning in Toronto at TIFF Bell Lightbox by Lyriq Bent (The Book of Negroes) and Aislinn Paul (Degrassi), 19-2 captured 12 nominations, including Best Dramatic Series and Best Performance nods for supporting cast and leads Jared Keeso and Adrian Holmes; Keeso and Holmes recorded a video to mark the occasion (check it out below).

Meanwhile, Schitt’s Creek does battle in the comedic categories, with co-stars Eugene and Dan Levy facing off for Best Performance and the Tuesday night comedy fighting off fellow CBC series Mr. D, Mohawk Girls, Young Drunk Punk and Tiny Plastic Men for Best Comedy Series.

Space’s Orphan Black did well too, snagging 13 nominations including performance acknowledgements for Ari Millen and Tatiana Maslany, though it was shut out of the Dramatic Series list. Global’s final season of Rookie Blue was recognized by the Academy of Canadian Cinema & Television, as Missy Peregrym and Ben Bass received nominations.

The nominees in the key television categories are listed below. Who do you think deserves to win? The two-hour Canadian Screen Awards gala airs Sunday, March 13, at 8 p.m. on CBC.

Best Performance by an Actor in a Continuing Leading Comedic Role

  • Gerry Dee, Mr. D
  • Eugene Levy, Schitt’s Creek
  • Daniel Levy, Schitt’s Creek
  • Dave Foley, Spun Out

Best Performance by an Actor in a Continuing Leading Dramatic Role

  • Adrian Holmes, 19-2
  • Jared Keeso, 19-2
  • Ari Millen, Orphan Black
  • Ben Bass, Rookie Blue
  • Aaron Poole, Strange Empire

Best Performance by an Actress in a Continuing Leading Comedic Role

  • Brittany LeBorgne, Mohawk Girls
  • Annie Murphy, Schitt’s Creek
  • Catherine O’Hara, Schitt’s Creek
  • Belinda Cornish, Tiny Plastic Men

Best Performance by an Actress in a Continuing Leading Dramatic Role

  • Kristin Lehman, Motive
  • Tatiana Maslany, Orphan Black
  • Megan Follows, Reign
  • Missy Peregrym, Rookie Blue
  • Jennie Raymond, Sex & Violence

Best Dramatic Series

  • 19-2
  • Blackstone
  • Motive
  • Saving Hope
  • X Company

Best Comedy Series

  • Mr. D
  • Mohawk Girls
  • Schitt’s Creek
  • Tiny Plastic Men
  • Young Drunk Punk

Best Reality/Competition Program or Series

  • The Amazing Race Canada
  • Big Brother Canada
  • Dragons’ Den
  • Game of Homes
  • MasterChef Canada

Best Animated Program or Series

  • Endangered Species
  • Numb Chucks
  • Rocket Monkeys
  • Slugterra

Best Children’s or Youth Fiction Program or Series

  • Annedroids
  • Degrassi
  • Full Out
  • Max & Shred

Best Factual Program or Series

  • Emergency
  • Ice Pilots NWT
  • Jade Fever
  • Million Dollar Critic
  • Still Standing

Best International Drama

  • Jonathan Strange and Mr. Norrell
  • Vikings

Best Lifestyle Program or Series

  • Buy It, Fix It, Sell It
  • Carnival Eats
  • Income Property
  • Masters of Flip
  • Survivorman Bigfoot

Best TV Movie or Limited Series

  • The Book of Negroes
  • First Response
  • Forget and Forgive
  • Kept Woman
  • Studio Black!

The rest of the television categories can be seen here.

As previously announced, comedian Norm Macdonald will host the 2016 event. Wendy Crewson—currently starring on CTV’s Saving Hope—will receive the Earle Grey Award for acting and Martin Short will be honoured with the Lifetime Achievement Award.

The Canadian Screen Awards air Sunday, March 13, at 8 p.m. on CBC.

YTV Introduces Lucy Maud Montgomery’s Anne of Green Gables in World Premiere Event

From a media release:

YTV presents the world premiere of Canada’s most beloved red-head in Lucy Maud Montgomery’s Anne of Green Gables on Monday, February 15 at 6 p.m. ET/PT in a two-hour special, television event. The much anticipated original movie was filmed in Canada and stars acclaimed actor Martin Sheen as Matthew Cuthbert, 13-year old newcomer Ella Ballentine as Anne Shirley and Canadian actress Sara Botsford as Marilla Cuthbert.

True to the beloved tale that has enchanted fans for over a century, Lucy Maud Montgomery’s Anne of Green Gables is the story of Anne Shirley, a fiercely imaginative little girl who touches the lives of everyone she meets. Taken from an orphanage to help with the household of an older couple, Anne becomes the charge of strait-laced Marilla Cuthbert and her shy brother Matthew Cuthbert. Though Marilla is determined to bring discipline to the irrepressible Anne, neither has any idea as to the profound impact they will soon have on each other’s lives.

YTV welcomes Tourism Prince Edward Island as the presenting sponsor of this world television premiere with sponsor billboards, custom travel vignettes and a contest created in partnership with Corus. Tourism Prince Edward Island will also be featured in YTV’s Big Fun Movies leading up to the broadcast premiere. The integration will feature Canadian families talking about the fun, adventure and kindred spirits that await them on Prince Edward Island.

Lucy Maud Montgomery’s Anne of Green Gables is produced by Breakthrough Entertainment in association with the author’s granddaughter, Kate Macdonald Butler who served as Executive Producer. The film was directed by John Kent Harrison (The Courageous Heart of Irena Sendler) and was based on the original script by Susan Coyne (Slings and Arrows, Best Laid Plans). Additional cast includes Julia LalondeKate HonigStefani KimberDrew HaytaogluKyle Gatehouse and Linda Kash.

First published in 1908, Anne of Green Gables remains an iconic work of Canadian literature, which has sold more than 50 million copies worldwide. The eight classic Anne of Green Gables novels set in P.E.I. have attracted generations of readers inspired by the adventures of the spirited redhead Anne Shirley, who comes to stay at Green Gables and wins the hearts of everyone she meets.

Corus Entertainment to Acquire Shaw Media in Transformational Acquisition

From a media release:

Corus Entertainment Inc. (“Corus”) (TSX: CJR.B) announced today that it has entered into an agreement to acquire all of Shaw Media Inc. (“Shaw Media”) from Shaw Communications Inc. (“SCI”) for $2.65 billion to be paid through a combination of cash and Corus Class B Shares. The transaction will give Corus ownership of all of Shaw Media’s leading brands, resulting in a combined portfolio with significant scale, including 45 specialty television channels, 39 radio stations, digital assets, the content studio, Nelvana, and 15 conventional television stations.

The combined leadership team is expected to be announced at or prior to the close of the transaction.

Shaw Media’s assets include the specialty channels Food Network Canada, HGTV Canada, DIY Network Canada, Slice, Lifetime, History Canada, H2, Showcase, National Geographic Canada, Nat Geo Wild Canada, Action, MovieTime, IFC Canada, Global News: BC1, BBC Canada, DejaView, Crime + Investigation, DTOUR and FYI. It also includes Global Television’s national conventional service with stations in Vancouver, Okanagan, EdmontonCalgaryLethbridgeSaskatoonReginaWinnipegTorontoMontrealHalifax and Saint John.

On a fiscal 2015 basis, Corus and Shaw Media combined generated ~$1.9 billion in revenue, ~$619 million in adjusted EBITDA and ~$430 million of free cash flow. The transaction is expected to generate $40-$50 million of annual cost synergies to be realized within 24 months, in addition to significant revenue synergies.

Transaction Terms and Financing 

Under the terms of the transaction, Corus has agreed to acquire 100% of Shaw Media for a total purchase price of $2.65 billion, representing a multiple of ~7.7x FY2015 consolidated reported adjusted EBITDA. Upon closing of the transaction, SCI will receive ~$1.85 billion in cash and ~71 million Corus Class B Shares at $11.21 per share, which is based on current volume weighted average trading prices on the Toronto Stock Exchange.

RBC Capital Markets is providing fully committed financing in connection with the transaction. The acquisition and the refinancing of existing Corus debt will be funded with $2.3 billion of committed credit facilities and $560 million of bridge financing. The bridge financing is expected to be replaced with a combination of new senior unsecured notes and a potential offering of subscription receipts for Corus Class B Shares.

Upon completion of the financing, at close of the transaction, Corus intends to redeem its 4.25% senior unsecured notes due February 2, 2020, of which $550 million principal (plus accrued and unpaid interest) is outstanding.

Pro forma the acquisition, including completion of the potential subscription receipt offering, SCI will own approximately 39% of Corus’ total issued equity, including Class A and B Shares. SCI has agreed to hold and not sell any of its Corus Class B Shares for the first 12 months following closing. This holding restriction will expire with respect to one-third of the shares on each of the 12, 18 and 24 month anniversaries of closing (the “Lock-Up”).

In addition, as a further sign of its support for the combined company, SCI has agreed to have 100% of its Corus Class B Shares, which are subject to the Lock-Up, participate in Corus’ dividend reinvestment plan until at least August 31, 2017, so that the dividends payable on those shares will be paid with additional Corus Class B Shares. This not only signals SCI’s on-going support for the company but also provides Corus additional cash flow that can be used to repay debt or be re-invested in the business.

Corus and SCI have also agreed to enter into a Governance and Investor Rights Agreement upon closing of the acquisition. The Governance and Investor Rights Agreement will provide SCI with specified rights to nominate up to three members of the Corus Board of Directors, subject to certain continued minimum ownership thresholds; pre-emptive rights that allow it to maintain its pro rata ownership level of the Corus Class B Shares in various circumstances; and registration rights that require Corus to assist SCI in effecting sales of Corus Class B Shares through a prospectus qualification process.

Pro forma Total Debt / LTM adjusted EBITDA will be approximately 4.0x at closing and, given the strong free cash flow profile of the company, Corus is expected to de-lever to below 3.0x by the end of FY2018, consistent with Corus’ financial policies. The acquisition will be earnings and free cash flow per share accretive from the outset. Corus intends to maintain its current annualized dividend of $1.14 per Class B Share. Corus will continue to have a strong liquidity profile with approximately $300 million of revolving credit capacity and strong free cash flow.

The Special Committee, Formal Valuation and Board Recommendation

Corus appointed a Special Committee of independent directors of the Board of Directors of Corus to oversee the review and negotiation of the acquisition given the related party nature of the transaction.  Corus and SCI are affiliated companies since JR Shaw exercises effective voting control over Corus through the Shaw Family Living Trust, an entity ultimately controlled by him, and exercises similar effective control over SCI.  The Shaw Family Living Trust has provided a written commitment to Corus’ Board of Directors indicating its support for the acquisition.

The Special Committee was advised by Barclays Capital Canada Inc. (“Barclays”) as independent financial advisor and valuator, and by Borden Ladner Gervais LLP as independent legal counsel.

As independent valuator, Barclays has concluded that, subject to the assumptions, limitations and qualifications set out in its valuation as of January 12, 2016, the fair market value of Shaw Media is in the range of $2,450 million to $2,850 million.

Barclays has also provided an opinion to the Special Committee that, subject to the assumptions, limitations and qualifications set out in such opinion, the consideration offered for the purchase of Shaw Media is fair, from a financial point of view, to Corus.

RBC Capital Markets has also provided its opinion to the Board of Directors of Corus that, subject to the assumptions, limitations and qualifications set out in such opinion, the consideration to be paid under the transaction is fair from a financial point of view to Corus.

Following an extensive review and negotiation process, the Special Committee unanimously determined that the acquisition is in the best interest of Corus, and recommended to the Board of Directors of Corus that the final terms of the acquisition be accepted. In making its recommendation, the Special Committee considered among other things, the opinion of RBC Capital Markets and Barclays’ valuation and fairness opinion.

The Board of Directors of Corus approved the proposed acquisition of Shaw Media following its acceptance of the unanimous recommendation of the Special Committee and has recommended that shareholders of Corus vote in favour of the transaction.

Approval Process

This transaction is subject to approval by the Canadian Radio-television Telecommunications Commission. It is also subject to approval by Corus’ minority shareholders, at a special meeting of shareholders expected to occur in March 2016. More particularly, the transaction is subject to approval by more than 50% of the votes cast by Corus’ Class A Voting and Class B shareholders, excluding any shares held by an “interested party” and any of their respective affiliates, each voting separately as a class, pursuant to the requirements of National Instrument 61-101 Protection of Minority Security Holders in Special Transactions, and of the Class B shareholders of Corus pursuant to the requirements of the Toronto Stock Exchange. As a result, shares held by JR Shaw, the Shaw Family Living Trust and their affiliates, will be excluded for the purposes of Corus shareholder approval. Subject to the receipt of all necessary approvals, the transaction is anticipated to close in the third quarter of fiscal 2016.  The transaction is also subject to listing approval by the Toronto Stock Exchange.


RBC Capital Markets acted as exclusive financial advisor and Osler, Hoskin and Harcourt LLP acted as legal counsel to Corus in connection with this transaction.

The Special Committee was advised by Barclays as independent financial advisor and valuator, and by Borden Ladner Gervais LLP as independent legal counsel.

Investment Community Conference Call and Webcast

Corus will be holding a conference call for financial analysts to discuss this transaction as well as its Q1 2016 results today, Wednesday, January 13, 2016 at 7 a.m. MT / 9 a.m. ET.  Media are welcome to participate on a listen-only basis. To participate, the dial-in number for the conference call is 1.800.925.4693 (toll-free North America) or 416.641.6202 (local or international). PowerPoint slides will be posted 15 minutes prior to the start of the call on www.corusent.com in the Investor Relations section.

Non-IFRS Measures

This press release makes reference to certain non-IFRS measures.  These non-IFRS measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies.  Corus believes these non-IFRS measures provide additional information to complement IFRS measures by providing further understanding of operations from management’s perspective. Accordingly, non-IFRS measures should never be considered in isolation or as a substitute for other financial measures determined in accordance with IFRS as issued by the International Accounting Standards Board. Corus presents non-IFRS measures, specifically EBITDA, adjusted EBITDA (which is also referred to by Corus as “segment profit” and by Shaw Media as “operating income before restructuring costs and amortization”), free cash flow and Pro forma Total Debt / LTM Adjusted EBITDA as it believes these non-IFRS measures are frequently used by securities analysts, investors and other interested parties as measures of financial performance and to provide a supplemental measure of operating performance and also to highlight trends that may not otherwise be apparent when relying solely on IFRS financial measures. The definitions of the non-IFRS measures contained in this press release are as follows:

EBITDA is calculated as net income before interest, income taxes, depreciation and amortization.

Adjusted EBITDA is calculated as EBITDA adjusted for items not indicative of Corus’ core operating results, and not used in management’s evaluation of the business segment’s performance, such as: broadcast license and goodwill impairment; significant intangible asset impairments; debt refinancing; non-cash gains or losses and certain other income and expenses.

Free cash flow is calculated as cash provided by (used in) operating activities less cash used in investing activities, as reported in the consolidated statements of cash flows, and then adjusting for the following items: cash used for business combinations and strategic investments and; cash received from strategic divestments; and cash due to parent.

Pro forma Total Debt / LTM Adjusted EBITDA for Corus is calculated as the total debt of Corus to be assumed upon completion of the acquisition divided by the sum of the segment profit of Corus for the 12 months ended November 30, 2015, plus the operating income before restructuring costs and amortization of Shaw Media for the 12 months ended November 30, 2015.