Yellow Pages Limited Announces Proposed Refinancing Transaction and Provides Update on Financial Outlook for 2017 Fiscal Year
Montreal, QC, October 10, 2017 – Yellow Pages Limited (TSX: Y) (“Yellow Pages” or the “Company”) today announces the launch of the marketing of a proposed private placement offering of Senior Secured Notes (the “Notes”) by Yellow Pages Digital & Media Solutions Limited (the “Issuer”), a wholly-owned subsidiary of the Company. Yellow Pages has mandated BMO Capital Markets and National Bank Financial Markets to act as joint-bookrunners on the potential private placement offering. The Issuer will use the net proceeds from the sale of the Notes 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.
Yellow Pages today also announces that, based on information currently available to management, full year 2017 total revenues are expected to be slightly below the range of $770 million to $780 million that was previously disclosed on August 10, 2017. This revised revenue expectation comes as a result of lower than expected digital revenues in the Agency and YP segments. Despite the expected revenue shortfall, Adjusted EBITDA and free cash flow (see Non-IFRS Measures below) are still expected to be within the guidance ranges provided on August 10, 2017 due to ongoing cost containment. The Company currently expects to announce its third quarter 2017 results on November 7, 2017.
The Company cautions that the assumptions used to prepare the guidance provided above for full year 2017, although currently reasonable, may prove to be incorrect or inaccurate. Accordingly, actual results may differ materially from expectations as set forth above. The guidance provided above should be read in conjunction with, and is qualified by, the section Forward-Looking Information beginning on page 1 of the Company’s August 10, 2017 Management’s Discussion and Analysis. Please see the section below entitled Caution Concerning Forward-Looking Statements.
In order to provide a better understanding of the results, the Company uses the term Adjusted EBITDA, defined as income from operations before depreciation and amortization, impairment of intangible assets and restructuring and other charges. Adjusted EBITDA is not a performance measure defined under IFRS and is not considered an alternative to income from operations or net earnings in the context of measuring Yellow Pages’ performance. Adjusted EBITDA does not have a standardized meaning and is therefore not likely to be comparable to similar measures used by other publicly traded companies. Management uses Adjusted EBITDA to evaluate the performance of its business as it reflects its ongoing profitability. Management believes that certain investors and analysts use Adjusted EBITDA to measure a company’s ability to service debt and to meet other payment obligations or to value companies in the media and marketing solutions industry as well as to evaluate the performance of a business.
As well, free cash flow is a non-IFRS measure generally used as an indicator of financial performance. It should not be seen as a substitute for cash flow from operating activities. Free cash flow is defined as cash flow from operating activities, as reported in accordance with IFRS, less an adjustment for capital expenditures and change in operating assets and liabilities. Free cash flow is not a standardized measure and is not comparable with that of other public companies. Management considers free cash flow to be an important indicator of the performance of its business as it shows how much cash is available to repay debt and to make sound investment decisions. Management believes that certain investors and analysts use free cash flow to value a business and its underlying assets as well as to evaluate a company’s performance.
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 proposed offering of Notes on the credit profile of the Company. These statements are forward-looking as they are based on our current expectations, as at October 10, 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 proposed offering of Notes is subject to general market and other conditions and there are no assurances that the proposed 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 U.S. Securities Act of 1933, as amended (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.
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.
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