CORUS ENTERTAINMENT MAILS AND FILES SPECIAL MEETING MATERIALS IN CONNECTION WITH PROPOSED RECAPITALIZATION TRANSACTION

Executive Summary

• Corus Entertainment filed special meeting materials to seek approval from senior noteholders and shareholders for a comprehensive recapitalization transaction aimed at reducing debt by > $500 million and improving liquidity.
• The plan includes settling existing secured term loans, issuing new first‑lien senior secured notes ($300 M) and second‑lien notes ($250 M), creating a new holding company (NewCo), and expanding the revolving credit facility to $125 M.
• Board unanimously recommends voting FOR the transaction; failure to approve could trigger a CCAA restructuring with likely total loss for existing shareholders.

Key Details

• Meeting Schedule: Two consecutive virtual special meetings on Friday, Jan 30 2026 – senior noteholders at 10:00 a.m., shareholders at 11:00 a.m. (Toronto time).
• Support to Date: Senior noteholders representing > 74% of principal; shareholders holding > 86% of Class A voting rights and > 5% of Class B voting rights have already endorsed the plan.
• Debt Reduction & Savings: Expected reduction of third‑party indebtedness/liabilities by > $500 M; annual cash interest savings up to $40 M.
• Credit Facility: Existing senior secured revolving credit facility amended and restated to a first‑lien $125 M facility (up from $75 M).
• Term Loan Settlement: Secured term loan of ~$301 M settled at par; new first‑lien senior secured notes issued for $300 M with 5‑year maturity.
• Second‑Lien Notes & Equity Exchange: $250 M of existing senior notes exchanged for cash (accrued interest), NewCo shares, and $250 M of new second‑lien senior secured notes (6‑year maturity). NewCo shares to represent ~99% of NewCo on a non‑diluted basis.
• Equity Exchange: All existing Class A voting and Class B non‑voting shares exchanged 1:1 for NewCo shares, which will represent ~1% of NewCo (non‑diluted). Subsequent consolidation at 1 NewCo share per 500 existing NewCo shares.
• TSX Listing: Application to have NewCo shares substituted for Class B non‑voting shares; if approved, NewCo shares become voting and publicly traded on the TSX.
• Warrants: Holders of new first‑lien senior secured notes receive warrants to purchase NewCo shares representing 10% of fully diluted equity.
• Board Refresh: Post‑closing board to consist of five directors (initially).
• Covenant Relief: Extension of certain financial covenants under the senior credit facility to Feb 28 2026.
• Consequences of Non‑Approval: Potential CCAA restructuring; likely cancellation of existing shares with no recovery for shareholders.

Notable Quotes

(No direct quotes were provided in the release.)