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Rating Action:

Moody's upgrades CW Media's CFR/PDR to Ba2; outlook stable

Global Credit Research - 26 Oct 2010

Approximately C$850 million of rated debt instruments affected

Toronto, October 26, 2010 -- Moody's Investors Service upgraded CW Media Holding Inc.'s (CW Media) corporate family (CFR) and probability of default ratings (PDR) to Ba2 from Ba3. At the same time, ratings on the company's senior secured credit facility were upgraded to Baa3 from Ba2 while ratings for senior unsecured notes were upgraded to Ba2 from B1. The rating action reflects the pending reduction of CW's debt by half, as it is about to be acquired by Shaw Communications Inc. (Shaw, Baa3, Stable).

The following summarizes Moody's ratings and today's rating actions for CW Media:

Rating and Outlook Actions:

Issuer: CW Media Holdings Inc.

Corporate Family Rating, Upgraded to Ba2 from Ba3

Probability of Default Rating, Upgraded to Ba2 from Ba3

Senior Secured Bank Credit Facility, Upgraded to Baa3 (LGD2, 23%) from Ba2 (LGD2, 24%) (rating for the term loan will be withdrawn in due course)

Senior Unsecured Regular Bond/Debenture, Upgraded to Ba2 (LGD4, 60%) from B1 (LGD5, 79%)

Outlook, Unchanged at Stable

RATINGS RATIONALE

On October 22, 2010, the Canadian Radio-television and Telecommunications Commission (CRTC) approved Shaw's acquisition of 100% of the over-the-air and specialty television businesses of Canwest Global Communications Corp. (Canwest Global). Canwest Global's television businesses (Canwest Television) are comprised of Global Television Network's predominantly over-the-air broadcast operations plus specialty television interests owned by CW Media. Subsequent to the CRTC approval, Shaw announced that it would refinance CW Media's term loan (a step that more than halves the company's debt load), and that it had augmented its credit facilities to do so without adversely impacting its own liquidity.

Our rating assessment accounts for the company's positive fundamentals as a Canadian specialty / subscription cable television operation with a growing revenue stream, strong profit margins, and solid free cash flow generating capability. The company's relatively small scale and somewhat volatile cash flow profile restrain the rating. Without Shaw's sponsorship but subsequent to the debt reduction that will occur when Shaw completes its acquisition of CW Media, the stand-alone CFR and PDR are appropriately positioned at Ba2.

Rating Outlook

CW Media's ratings outlook is stable as is that of the company's ultimate parent, Shaw. We think the company will operate in a leverage range consistent with the Ba2 rating for the foreseeable future. As well, we think Shaw will continue to exhibit the key attributes of an investment grade company over the rating horizon.

What Could Change the Rating -- Up

A ratings upgrade is not expected. Positive outlook or ratings actions could occur in the event we expect Debt/EBITDA to be reduced - by way of EBITDA expansion plus debt repayment - towards 2.0x. Positive rating actions would also require positive industry dynamics and the continued maintenance of solid liquidity arrangements. While Shaw does not guarantee CW Media's debts, an upgrade would also depend somewhat on Shaw's credit profile not providing a contrary influence (this is not expected).

What Could Change the Rating -- Down

A ratings downgrade is not expected. Negative outlook or ratings action could result from an abrupt and material decrease in the cash flow stream that would be signaled by Debt/DBITDA exceeding 3.0x (on a sustainable basis). While Shaw does not guarantee CW Media, the company's sponsorship provides some downwards ratings protection.

Corporate Profile

CW Media Holdings Inc. is a Toronto, Ontario based specialty / subscription cable television operation that is being acquired by Shaw Communications Inc. (Shaw (Baa3, Stable); see below). The business consists of a controlling interest in and operation of 13 Canadian specialty television channels including Showcase, Slice, History Television, HGTV Canada and Food Network Canada,. The Company also has a 50% interest in two jointly controlled Canadian French-language specialty television channels and a non-controlling interest in two other English-language Canadian specialty television channels. The Company's revenues are primarily earned from subscribers who indirectly through broadcast distribution undertakings pay a fee, typically monthly, to receive the distribution of the Company's channel signals and from advertisers who place advertisements on the channels. Subscriber revenues are earned relatively evenly throughout the year. Advertising revenue is seasonal; generally highest in the first quarter and lowest in the fourth quarter.

Headquartered in Calgary, Alberta, Canada, Shaw Communications Inc. (Shaw) is a diversified Canadian communications company whose core business is providing cable television, Internet and telephone service to residential consumers primarily in Western Canada. Shaw also owns a national Direct-to-Home satellite provider, ShawDirect. With some 2.3 million basic subscribers, Shaw operates one of the two largest cable systems in Canada and, with 900,000 subscribers, Shaw Direct is one of two Canadian satellite direct-to-home operations.

The principal methodologies used in rating CW Media Holding Inc. were Global Broadcast Industry published in June 2008, Probability of Default Ratings and Loss Given Default Assessments published in June 2009 and Rating Non-Guaranteed Subsidiaries: Credit Considerations In Assigning Subsidiary Ratings In The Absence Of Legally Binding Parent Support published in December 2003. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found on Moody's website.

REGULATORY DISCLOSURES

Information sources used to prepare the credit rating are the following: parties involved in the ratings, parties not involved in the ratings, public information, confidential and proprietary Moody's Investors Service's information.

Moody's Investors Service considers the quality of information available on the issuer or obligation satisfactory for the purposes of maintaining a credit rating.

MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY'S is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Please see ratings tab on the issuer/entity page on Moodys.com for the last rating action and the rating history.

The date on which some Credit Ratings were first released goes back to a time before Moody's Investors Service's Credit Ratings were fully digitized and accurate data may not be available. Consequently, Moody's Investors Service provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see the Credit Policy page on Moodys.com for the methodologies used in determining ratings, further information on the meaning of each rating category and the definition of default and recovery.

Toronto
Bill Wolfe
VP - Senior Credit Officer
Corporate Finance Group
Moody's Canada Inc.
(416) 214-1635

Toronto
Donald S. Carter, CFA
MD - Corporate Finance
Corporate Finance Group
Moody's Canada Inc.
(416) 214-1635

Moody's Canada Inc.
70 York Street
Suite 1400
Toronto, ON M5J 1S9
Canada

Moody's upgrades CW Media's CFR/PDR to Ba2; outlook stable
No Related Data.
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