Quebecor Media Inc.
TSX : QBR.A
TSX : QBR.B

Quebecor Media Inc.

March 26, 2014 12:27 ET

Quebecor Media Inc. Announces Cash Tender Offer for All of its Outstanding 7 3/4% Senior Notes Due March 15, 2016

MONTRÉAL, QUÉBEC--(Marketwired - March 26, 2014) - Quebecor Media Inc. ("Quebecor Media") today announced the commencement of a cash tender offer (the "Tender Offer") to purchase any and all of its outstanding 7 3/4% Senior Notes due March 15, 2016 (CUSIP 74819RAK2) (the "Notes"). The Tender Offer is being made pursuant to an Offer to Purchase dated March 26, 2014 and the related Letter of Transmittal.

Upon the terms and subject to the conditions described in the Offer to Purchase and the Letter of Transmittal, Quebecor Media is offering to purchase for cash any and all outstanding Notes. Tenders of the Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on April 8, 2014, unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated, the "Withdrawal Date"), but may not be withdrawn thereafter. The Tender Offer will expire at 12:01 a.m., New York City time, on April 24, 2014 unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated, the "Expiration Date").

The consideration for each US$1,000.00 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be US$972.50 (the "Tender Offer Consideration"), subject to the terms and conditions of the Tender Offer. Holders of Notes that are validly tendered at or prior to 5:00 p.m., New York City time, on April 8, 2014, unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated, the "Early Participation Date") will, subject to the terms and conditions of the Tender Offer, receive the Tender Offer Consideration plus US$30.00 (the "Early Participation Amount") for each US$1,000.00 principal amount of Notes purchased pursuant to the Tender Offer. Holders of Notes tendered after the Early Participation Date but at or prior to the Expiration Date will, subject to the terms and conditions of the Tender Offer, receive the Tender Offer Consideration, but not the Early Participation Amount, for each US$1,000.00 principal amount of Notes purchased pursuant to the Tender Offer. In addition, all holders of Notes accepted for purchase in the Tender Offer will also receive accrued and unpaid interest on such purchased Notes from the last interest payment date up to, but not including, the payment date.

The Tender Offer is not conditioned on any minimum amount of Notes being tendered. However, Quebecor Media's obligation to accept for purchase and to pay for the Notes pursuant to the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including the completion by Videotron Ltd. ("Videotron"), a wholly-owned subsidiary of Quebecor Media, on or prior to the Expiration Date, of a financing transaction, on terms reasonably satisfactory to Videotron, pursuant to which Videotron receives aggregate gross proceeds of no less than US$500 million (or the equivalent in other currencies), exclusive of fees, expenses and discounts. The Tender Offer may be amended, extended or terminated. Following consummation of the Tender Offer, the Notes that are purchased in the Tender Offer will be retired and cancelled and no longer remain outstanding obligations.

Notes that are tendered and accepted for purchase at or prior to the Early Participation Date will be settled only on the date that we refer to as the "Early Payment Date", which will promptly follow the Early Participation Date. Quebecor Media anticipates that the Early Payment Date for the Notes will be within two business days following the Early Participation Date. Notes that are tendered and accepted for purchase after the Early Participation Date but before the Expiration Date will be settled only on the date that we refer to as the "Final Payment Date", which will promptly follow the Expiration Date. Quebecor Media anticipates that the Final Payment Date for the Notes will be within two business days following the Expiration Date. If no additional Notes are tendered after the Early Participation Date and/or if the Tender Offer is fully subscribed as of the Early Participation Date, there will be no Final Payment Date.

None of Quebecor Media or its board of directors, the dealer managers or the tender and information agent, or the trustee for the Notes makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by us or any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.

All the Notes are held in book-entry form through the facilities of The Depository Trust Company. If you hold Notes through a broker, dealer, bank, trust company or other intermediary or nominee (an "Intermediary"), you must contact such Intermediary if you wish to tender Notes in the Tender Offer. You should check with such Intermediary to determine whether such Intermediary will charge you a fee for tendering Notes on your behalf. You should also confirm with the Intermediary any deadlines by which you must provide your tender instructions, because the relevant deadline set by such Intermediary will be earlier than the deadlines set forth herein.

Quebecor Media has retained BofA Merrill Lynch and Citigroup to serve as dealer managers for the Tender Offer, and Global Bondholder Services Corporation to serve as the tender and information agent for the Tender Offer.

For additional information regarding the terms of the Tender Offer, please contact BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-3646 (collect) or Citigroup at (800) 558-3745 (toll free) or (212) 723-6106. Requests for a copy of the Offer to Purchase and the Letter of Transmittal relating to the Notes, and questions regarding the tender of the Notes may be directed to Global Bondholder Services Corporation at (866) 470-4200 (toll free) or (212) 430-3774 (collect).

This announcement does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell securities in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. The securities mentioned herein have not been registered under the United States Securities Act of 1933 or applicable state securities laws, and the securities may not be offered or sold in the United States absent registration or an applicable exemption from registration. The securities mentioned herein have not been and will not be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the securities in Canada will be made on a basis which is exempt from the prospectus and dealer registration requirements of such securities laws.

About Quebecor Media

Quebecor, a Canadian telecommunications, entertainment and news media leader, is one of the best-performing integrated communications companies in the industry. Driven by their determination to deliver the best possible customer experience, all of Quebecor's subsidiaries and brands are differentiated by their high-quality, multiplatform, convergent products and services.

Quebecor (TSX:QBR.A)(TSX:QBR.B) is firmly based in Québec. It holds a 75.36% interest in Quebecor Media, which employs more than 15,000 people in Canada.

A family business founded in 1950, Quebecor is strongly committed to the community. Every year, it actively supports people working with more than 400 organizations in the vital fields of culture, health, education, the environment and entrepreneurship.

Visit our website: www.quebecor.com

Follow us on Twitter: www.twitter.com/QuebecorMedia

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and "forward-looking statements" within the meaning of United States federal securities legislation (collectively, "forward-looking statements"). All statements other than statements of historical facts included in this press release, including statements regarding our industry and our prospects, plans, financial position and business strategy, may constitute forward-looking statements. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate as well as beliefs and assumptions made by our management. Such statements include, in particular, statements about our plans, prospects, financial position and business strategies. Words such as "may," "will," "expect," "continue," "intend," "estimate," "anticipate," "plan," "foresee," "believe" or "seek" or the negatives of these terms or variations of them or similar terminology are intended to identify such forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements, by their nature, involve risks and uncertainties and are not guarantees of future performance. Such statements are also subject to assumptions concerning, among other things: our anticipated business strategies; anticipated trends in our business; anticipated reorganizations of any of our segments or businesses, and any related restructuring provisions or impairment charges; and our ability to continue to control costs. We can give no assurance that these estimates and expectations will prove to have been correct. Actual outcomes and results may, and often do, differ from what is expressed, implied or projected in such forward-looking statements, and such differences may be material. For additional information regarding some important factors that could cause actual results to differ materially from those expressed in these forward-looking statements and other risks and uncertainties, and the assumptions underlying the forward-looking statements, you are encouraged to read "Item 3. Key Information - Risk Factors" as well as statements located elsewhere in Quebecor Media's annual report on Form 20-F for the year ended December 31, 2013. Each of these forward-looking statements speaks only as of the date of this press release. We will not update these statements unless applicable securities laws require us to do so.

Contact Information

  • Jean-Francois Pruneau
    Senior Vice President and Chief Financial Officer
    Quebecor Media
    514-380-4144