Yellow Pages Limited Announces Pricing of $315 Million of Senior Secured Notes
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES OF AMERICA
Montreal, QC, October 12, 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 priced its previously announced offering (the “Offering”) of Senior Secured Notes. The Issuer will issue $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 equal semi-annual instalments in arrears on May 1 and November 1 of each year commencing May 1, 2018.
The Notes will be guaranteed by the Company and the Company’s subsidiaries (collectively, the “Guarantors”) and secured by first-priority liens and security interests, subject to permitted liens, in substantially all of the assets (other than the assets securing the Issuer’s asset-based debt facility) now owned or hereafter acquired by the Issuer and the Guarantors. The Notes will be senior secured obligations of the Issuer. The Notes will rank equally in right of payment with all indebtedness of the Issuer that is not expressly subordinated in right of payment to the Notes, and the Notes will rank senior in right of payment to all existing and future subordinated indebtedness of the Company.
The Offering is being underwritten by BMO Capital Markets and National Bank Financial Markets, as joint bookrunners, in a syndicate that includes Canaccord Genuity, RBC Capital Markets, Beacon Securities and Casgrain (collectively, the “Underwriters”).
The Notes will be offered in a private placement in Canada under available prospectus exemptions. The Notes will also be 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.
The Offering is expected to close on or about October 19, 2017, subject to customary closing conditions.
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 refinance its existing 9.25% Senior Secured Notes due November 30, 2018. The Offering is expected to enhance Yellow Pages’ credit profile by positioning the Company for further deleveraging and extending its debt maturity.
Caution Concerning Forward-Looking Statements
This press release contains forward-looking statements about the objectives, strategies, financial conditions, results of operations and businesses of the Company and the effect of the Offering on the credit profile of the Company. These statements are forward-looking as they are based on our current expectations, as at October 12, 2017, about our business and the markets we operate in, and on various estimates and assumptions. Our actual results could materially differ from our expectations if known or unknown risks affect our business, or if our estimates or assumptions turn out to be inaccurate. As a result, there is no assurance that any forward-looking statements will materialize. Risks that could cause our results to differ materially from our current expectations are discussed in section 6 of our August 10, 2017 Management’s Discussion and Analysis. In addition, the Offering is subject to general market and other conditions and there are no assurances that the Offering will be completed or that the terms of the Offering will not be modified. We disclaim any intention or obligation to update any forward-looking statements, except as required by law, even if new information becomes available, as a result of future events or for any other reason.
Securities Law Matters
The Notes will not be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the Notes in Canada will be 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 will be 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 will be 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 does not intend to file a prospectus in connection with the Offering which is being 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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