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Rating Action:

Moody's upgrades CW Media's CFR/PDR to Ba3; outlook now stable

Global Credit Research - 12 Jul 2010

Approximately C$850 million of rated debt instruments affected

Toronto, July 12, 2010 -- Moody's Investors Service upgraded CW Media Holding Inc.'s (CW Media) corporate family (CFR) and probability of default ratings (PDR) to Ba3 from Caa2. At the same time, ratings of the company's senior secured facility were upgraded to Ba2 from B3 while ratings for the company's senior unsecured notes were upgraded to B1 from Ca. The ratings outlook is stable.

The rating action concludes a review initiated on April 13, 2009 that was intended to separate CW Media's ratings from those of Canwest Media Inc. (Canwest), a company deemed to control CW Media by way of a joint venture agreement with Goldman Sachs Capital Partners (GSCP). Subsequently, on October 6, 2009, Canwest filed for creditor protection and while CW Media did not, its prospects and, potentially, its debt structure, were inextricably linked to Canwest's pending restructuring. In that regard, as a consequence of an agreement among, including others, Shaw Communications Inc. (Shaw), Canwest, and GSCP, and with that agreement having been court-approved on June 23rd, it now appears - subject to applicable regulatory process and approvals - that CW Media will become an indirect wholly-owned subsidiary of Shaw. While there are likely to be further machinations that affect CW Media's operations and finances, we feel there are now sufficient facts with which to conclude the ratings review. In particular, we are confident that the company's debt structure will not be subject to material revision for the foreseeable future.

CW Media's Ba3 CFR/PDR reflects, as is the case with all Canadian specialty / subscription cable television operations, a growing revenue stream and strong profit margins. We anticipate free cash flow will expand as the top line continues to grow. In turn, this will facilitate de-levering, something -- despite CW Media's debt being non-recourse to Shaw -- we expect the new owner will fully encourage in order to facilitate maximum flexibility for a future refinance on more advantageous terms and conditions. While Shaw's strategy for CW Media is not clear to us, we believe Shaw is committed to marrying its distribution capabilities with CW Media's content. With this and given Shaw's Baa3 senior unsecured rating, we view the company's pending sponsorship of CW Media favourably. We also view the Canadian regulatory environment as a positive ratings factor, providing substantial barriers to entry and enhancing the sustainability of the revenue stream. CW Media also has good liquidity, with a combination of positive free cash flow and an unused C$50 million credit facility that is committed into 2013 and to which access will not be encumbered by financial covenant compliance issues.

Rating and Outlook Actions:

..Issuer: CW Media Holdings Inc.

....Corporate Family Rating, Upgraded to Ba3 from Caa2

....Probability of Default Rating, Upgraded to Ba3 from Caa2

....Senior Secured Bank Credit Facility, Upgraded to Ba2 (LGD2, 24%) from B3 (LGD2, 25%)

....Senior Unsecured Regular Bond/Debenture, Upgraded to B1 (LGD5, 79%) from Ca (LGD5, 88%)

....Outlook, Changed To Stable From Rating Under Review

For additional commentary, please refer to the associated Credit Opinion (available on Moodys.com shortly after the date of this press release).

Moody's most recent rating action concerning CW Media was taken on April 13, 2009 at which time the company's CFR and PDR were assigned as Caa2 and placed on review for possible upgrade.

The principal methodology used in rating CW Media is Moody's Global Broadcast Industry rating methodology, which can be found at www.moodys.com in the Rating Methodologies sub-directory under the Research & Ratings tab. (June, 2008, document #109379). Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Rating Methodologies sub-directory on Moody's website.

CW Media Holdings Inc. is a Toronto, Ontario based specialty / subscription cable television joint venture. One of the joint venture partners, Canwest Media Inc., is operating under creditor protection. Presuming all applicable regulatory approvals, Canwest's restructuring plans result in CW Media being sold to Shaw Communications Inc. Based in Calgary, Alberta, Canada, Shaw is a diversified Canadian communications company whose core business is providing cable television, Internet and telephone service to residential consumers in specific regions provided for in its operating licenses (offered under the Shaw brand name). Shaw also provides television signals to residential consumers on a national basis via satellite direct-to-home services.

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

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

Moody's upgrades CW Media's CFR/PDR to Ba3; outlook now stable
No Related Data.
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