CanWest tenders for any and all 10 5/8% notes, 7 5/8% notes

By Jennifer Chiou

New York, Sept. 8 - CanWest MediaWorks Inc. said it began cash tender offers for any and all of its $625 million combined of 10 5/8% senior subordinated notes due 2011 and 7 5/8% senior unsecured notes due 2013.

The company is also soliciting consents to amend the notes' indentures, eliminating all restrictive covenants and events of default.

The consent deadline is 5 p.m. ET on Sept. 21 and the offers expire at midnight ET on Oct. 12.

The tender offers and consent solicitation are part of the company's decision to transfer its Canadian newspaper and interactive operations to a limited partnership, in which all interests will be indirectly held by CanWest and CanWest MediaWorks Income Fund. The income fund will complete an initial public offering to fund acquisition of its interest.

Partial proceeds from CanWest's proposed sale will go towards paying for the notes it accepts, if any, in the offer.

For the 10 5/8% notes, the company will pay 65% of the present value of scheduled payments up to the notes' first call date, discounted using the yield on the 2% Treasury due May 15, 2006 plus 50 basis points and 35% of the equity clawback price.

For the 7 5/8% notes, the company will pay 65% of the present value of scheduled payments up to the notes' first call date, discounted using the yield on the 2 5/8% Treasury due May 15, 2008 plus 50 bps and 35% of the equity clawback price.

Pricing will be determined on Oct. 6.

Investors who tender their holdings before the consent deadline will receive a consent payment of $30.00 per $1,000 principal amount, which is included in the total payment.

The offers are conditioned upon tenders from a majority of noteholders and the completion of the fund's IPO.

Global Bondholder Services Corp. is the depositary and information agent (866 470-4500 or call collect 212 430-3774). Citigroup Global Markets Inc. is the dealer manager (800 558-3745 or call collect 212 723-6106).

The company is a wholly owned subsidiary of CanWest Global Communications Corp., a Winnipeg, Saskatchewan, newspaper, television and advertising company.

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