Yellow Pages Limited Announces Closing of Offering of $315 Million of Senior Secured Notes and the Redemption by Yellow Pages Digital & Media Solutions Limited of all its Outstanding 9.25% Senior Secured Notes due November 30, 2018
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
Montreal, QC, October 19, 2017 – Yellow Pages Limited (TSX: Y) (“Yellow Pages” or the “Company”) announced today that its wholly-owned subsidiary, Yellow Pages Digital & Media Solutions Limited (the “Issuer”), has closed its previously announced offering (the “Offering”) of senior secured notes.
The Issuer issued $315 million in aggregate principal amount of 10.00% Senior Secured Notes due November 1, 2022 (the “Notes”) at an issue price of $980 per $1,000 principal amount of Notes. The Notes will accrue interest from October 19, 2017 at a rate of 10.00% per annum, payable in semi-annual instalments in arrears on May 1 and November 1 of each year commencing May 1, 2018.
The Notes were offered in a private placement in Canada under available prospectus exemptions. The Notes were also offered in the United States to persons reasonably believed to be qualified institutional buyers under Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non U.S. persons as defined in and in accordance with Regulation S under the Securities Act.
Redemption of the Existing Senior Secured Notes
The Issuer will use the net proceeds from the sale of the Notes, after deducting the underwriters’ commissions and estimated expenses of the Offering, to redeem all of its outstanding 9.25% senior secured notes due November 30, 2018 (the “Existing Senior Secured Notes”) on the following terms:
- Redemption date: November 18, 2017
- Redemption price: $1,000 for each $1,000 principal amount of Existing Senior Secured Notes
- Accrued and unpaid interest (up to but excluding the redemption date): $20.30 for each $1,000 principal amount of Existing Senior Secured Notes
- Total redemption price: $1,020.30 for each $1,000 principal amount of Existing Senior Secured Notes.
The redemption price was determined in accordance with the provisions of the trust indenture dated December 20, 2012 governing the Existing Senior Secured Notes. Unpaid and accrued interest on the Existing Senior Secured Notes will be paid up to but excluding the redemption date. As of October 19, 2017, an aggregate principal amount of $292,248,000 of Existing Senior Secured Notes were issued and outstanding. All dollar amounts in this news release are in Canadian dollars.
Securities Law Matters
The Notes are not qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the Notes in Canada has been made on a basis that is exempt from the prospectus requirement of such securities laws.
The Notes have not been and will not be registered under the Securities Act, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes have been offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to persons other than U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.
This press release shall not constitute an offer to sell the Notes or the solicitation of an offer to buy the Notes, nor shall there be any sale of the Notes, in any state or jurisdiction where such offer, solicitation or sale is not permitted. The Notes have been offered only through a preliminary and final offering memorandum and this press release is not intended to serve as the basis for any investment decision. Any public offering of any securities made within the United States is required to be made by means of a prospectus that would contain detailed information about the Company and management, as well as financial statements. The Issuer did not and does not intend to file a prospectus in connection with the Offering which has been made solely on a private placement basis.
About Yellow Pages Limited
Yellow Pages Limited (TSX: Y) is a Canadian digital media and marketing company that creates local opportunities for buyers and sellers to interact and transact in the local economy. Yellow Pages holds some of Canada’s leading local online properties including YP.ca, RedFlagDeals.com, Canada411.ca, 411.ca, Bookenda.com, DuProprio.com, ComFree.com and YP NextHome. The Company also holds the YP, YP Shopwise, YP Dine, RedFlagDeals, Canada411, 411, DuProprio, ComFree and YP NextHome mobile applications and Yellow Pages print directories. In addition, Yellow Pages is a leader in national advertising through its businesses devoted to servicing the marketing needs of large North American brands, including Mediative and JUICE. For more information visit www.corporate.yp.ca. The information contained in, or that can be accessed through, the Company’s corporate website is neither part of this press release nor incorporated by reference herein.
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