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Mr. John Traversy Secretary General Canadian Radio-Television and Telecommunications Commission Ottawa, Ontario K1A 0N2 Dear

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Mr. John Traversy Secretary General Canadian Radio-Television and Telecommunications Commission Ottawa, Ontario K1A 0N2 Dear Via GCKey April 17th, 2013 Mr. John Traversy Secretary General Canadian Radio-television and Telecommunications Commission Ottawa, Ontario K1A 0N2 Dear Mr. Traversy: Re: Applications for authority to effect a transfer of ownership and control of the Category A specialty service programming undertaking known an “TELETOON” This is an application filed by 8324441 Canada Inc., a wholly owned subsidiary of Corus Entertainment Inc. (Corus) on behalf of Bell Media Inc. (Bell) for the authority to implement a change in the ownership and effective control of the Category A specialty service programming undertaking known as “TELETOON” (TELETOON Canada Inc.) through the acquisition of all outstanding shares of TELETOON held by Astral Media Inc. Corus has filed via GCKey the following documents: 1. Application for authority to effect a change in ownership or control of a licensed broadcasting undertaking (Shares) - Form 139; 2. Appendix 1 – Supplementary Brief; 3. Appendix 2B – Control Statement; 4. Appendix 2C – Corporate Documents; 5. Appendix 2D – Purchase and Sale Agreement – Confidential and Abridged versions; and 6. Appendix 5 – Financial Statements – Confidential and Abridged versions. The present application flows from a series of agreements between Corus and BCE Inc. (Bell) and Astral Media Inc. (Astral) to acquire either through shares or assets a variety of licensed programming undertakings. These binding agreements between the parties and each company as publicly traded companies (Corus, Bell and Astral) were made known to the public on March 4th, 2013, the date upon which these agreements were signed. TELETOON Canada Inc. is the licensee of the following services: TELETOON (English and French-language Category A specialty programming undertaking), The Cartoon Network (Canada), TELETOON Retro English and TELETOON Retro French (Category B specialty programming services). Corus through its wholly owned subsidiaries (YTV Canada Inc. and Nelvana Limited) already holds 50% of the voting shares in TELETOON Canada Inc. Astral, through its wholly owned subsidiary The Family Channel Inc. holds the other 50% of the voting shares in TELETOON Canada Inc. All of the licensed specialty programming undertakings held by TELETOON Canada Inc. are controlled by its board of directors and are operated on a stand-alone basis. Accordingly, neither Corus nor Astral Media Inc. exercise control over the subject broadcasting undertakings. As the owner of 50% of the voting shares of TELETOON Canada Inc., Corus has a pre- emptive right to the 50% of voting shares owned by Astral. The agreements that are the subject of this application are subject to two important conditions (among others): 1. The transaction between Bell and Astral that are the subject of this application are conditional upon the approval of the transfer applications that will be heard at an upcoming Commission public hearing on May 6th, 2013 (see Broadcasting Notice of Consultation CRTC 2013 106, Items 1-3) are approved; and 2. Once the above applications are approved, that Bell and Astral move to close the transaction. In addition, Corus has requested in its Supplementary Brief filed in support of this application that the timing of the Commission’s review and processing of this matter be completed in order to allow Corus to effect either a simultaneous closing or a closing very shortly after the larger transaction between Bell and Astral. The reasons for this concurrent and expedited treatment have been laid out in Corus’ Supplementary Brief. Pursuant to sections 31 and 32 of the Canadian Radio-television and Telecommunications Commission Rules of Practice and Procedure (the “Rules”), we are hereby designating the financial information in Appendix 5 as well as Schedule 3.3(a) and Schedule 4.8(a) of the Agreement in Appendix 2D as confidential. The sections that have been redacted contain competitively sensitive information whether for the current year or future years that could detrimentally impact Corus if released. This information has been disaggregated for the purposes of this report in a manner that it would not be for other filings, whether to the Commission or for securities purposes. Corus would be pleased to respond to any questions and would ask that they be directed to the undersigned. Thank you for your attention to this matter. Sincerely, Sylvie Courtemanche Vice President, Government Relations Corus Entertainment Inc. Attachments ***End of document*** The linked image cannot be displayed. The file may have been moved, renamed, or deleted. Verify that the link points to the correct file and location. The linked image cannot be displayed. The file may have been moved, renamed, or deleted. Verify that the link points to the correct file and location. Application for authority to effect a change in ownership or control of a licensed broadcasting undertaking (Shares) - Form 139 General instructions Filing File electronically via My CRTC Account by attaching the application to the Cover page. My CRTC Account allows you to securely submit documents to the Commission with a user ID and password. Therefore, a signature is not required when using My CRTC Account. Applicants who file their application in this manner are not required to submit a hard copy of the application and its related documents. Applicants who cannot send their application electronically with My CRTC Account can contact the Commission at 1-877-249-CRTC (2782). Instructions The following questionnaire is in HTML format and may be downloaded to the word processing software of your choice. This enables you to complete the downloaded questionnaire by inserting your response in bold letters immediately following the question. You may add lines to the tables if necessary but do not alter or delete any text from the questionnaire. The application must be divided into sections as set out in the questionnaire, and include the numbered questions followed by the corresponding response. Responses must be provided, at a minimum, in a size 10 font. Naming conventions for the electronic documents The following documents should be submitted as separate electronic documents using the naming convention specified below. The document number (Doc#) indicates the ascending order in which the documents should appear on the public file. Table 1 - Naming convention for the electronic documents Document Electronic file name The Covering Letter (if any) APP - Doc1 - Cover Letter The Application Form APP - Doc2 - Application form Appendix 1 APP - Doc3 - Appendix 1 - Supplementary brief Appendix 2A APP - Doc4 - Appendix 2A - Ownership Information APP - Doc5 - Appendix 2B - Control Statement and Appendix 2B Agreements (or draft) Appendix 2C APP - Doc6 - Appendix 2C - Corporate Documents (or draft) APP - Doc7 - Appendix 2D - Purchase and Sale Agreement Appendix 2D (or draft) Appendix 3 APP - Doc8 - Appendix 3 - Consolidation & Cross-Media Appendix 5 APP - Doc9 - Appendix 5 - Financial Statements NOT WEB - APP - Doc xx - Confdoc - "brief description of the Each confidential document document" Each abridged version of each APP - Doc - ABRIDGED VERSION - "same description of confidential document document for which confidentiality is requested" The Commission may return the application if it has not been duly completed or if the required technical documentation has not been filed with the Departement of Industry. The onus will be on the applicant to submit a clear application that provides all of the relevant information, identifies all regulatory issues raised in the application and provides supporting documentation. Canadian Radio-television and Telecommunications Commission Application for authority to effect a change in ownership or control of a licensed broadcasting undertaking (Shares) 1. General information Location of undertaking: Toronto, Ontario (for various locations, elaborate under section 4) Type of transaction: Shares ( X ) Shares and control ( ) Type of undertaking (such as AM, FM, TV, Distribution, VOD, etc.): Category A specialty programming undertaking providing both English-language and French-language feeds. 1.1 Provide a brief description of your application: Application by 8324441 Canada Inc., a wholly owned subsidiary of Corus Entertainment Inc. (Corus) on behalf of Bell Media Inc. (Bell) and its trustee, for the authority to implement a change in the ownership and effective control of the Category A specialty service programming undertaking known an “TELETOON” (TELETOON Canada Inc.) through the acquisition of all outstanding shares of TELETOON held by Astral Media Inc. Currently, 50% of all issued and outstanding shares of TELETOON ultimately held by Astral Broadcasting Inc. through its wholly owned subsidiary The Family Channel Inc. The existing structure of the ownership is depicted in CRTC Ownership Chart #159. This structure has evolved to its current state as minority shareholders sold their shares. The current structure has Corus and Astral each owning 50% of the equity in the TELETOON Company but through five entities. The process of transferring their shares is described in detail in the Supplementary Brief (Appendix 1). The result will be such that Corus moves from a 50% to a 100% position. TELETOON Canada Inc. is also the licensee of three Category B specialty-programming undertakings known as TELETOON Retro English, TELETOON Retro French and Cartoon Network. 1.2 List all the documents you request be treated as confidential: Appendix 2D – Purchase and Sale Agreement Schedule 3.3(a) and Schedule 4.8(a)
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