Yellow Média inc.
TSX : YLO.UN

Yellow Média inc.

July 08, 2010 09:37 ET

Yellow Pages Income Fund Announces Closing of $200 Million Offering Of Convertible Debentures

MONTRÉAL, QUÉBEC--(Marketwire - July 8, 2010) -

THIS MEDIA RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Yellow Pages Income Fund (the "Fund") announced today that its subsidiary, Yellow Media Inc., has completed the closing of its previously announced public offering of $200 million aggregate principal amount of 6.25% convertible unsecured subordinated debentures (the "Convertible Debentures"). The Convertible Debentures pay interest semi-annually on April 1 and October 1 of each year commencing October 1, 2010. The Convertible Debentures have a maturity date of October 1, 2017 and are convertible, at the option of the holder, for trust units of the Fund at an exchange price of $8.00 per unit.

The offering was completed on a bought deal basis through a syndicate of underwriters led by RBC Capital Markets, TD Securities and Scotia Capital, acting as joint book-runners, and including CIBC World Markets Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc., Desjardins Securities Inc. and Casgrain & Company Limited. Yellow Media Inc. has also granted the underwriters an over-allotment option, exercisable in whole or in part anytime up to 30 days following closing of the offering, to purchase up to an additional $30 million principal amount of Convertible Debentures.

Net proceeds resulting from the offering will be used by Yellow Media Inc. to fund the previously announced redemption of Yellow Media Inc.'s outstanding 5.50% Exchangeable Unsecured Subordinated Debentures, and to repay indebtedness under Yellow Media Inc.'s credit facility and commercial paper program.

Pursuant to the Fund's previously announced plan of arrangement under the Canada Business Corporations Act, the Fund's income trust structure will be converted into a corporate structure. As a result, the Convertible Debentures will, without the requirement for the consent of any holders of Convertible Debentures, become debentures of the successor public corporation on the effective date of the arrangement having the same terms as the Convertible Debentures and will become convertible into common shares of the successor public corporation.

About Yellow Media Inc.

Yellow Media Inc., a subsidiary of Yellow Pages Income Fund, owns Yellow Pages Group and Trader Corporation. Yellow Pages Group (YPG) is Canada's leading performance media and marketing solutions company. The Company brings consumers and businesses together locally through its network of print, digital and mobile properties. YPG enables consumers to make smarter decisions, helping people find what they need wherever and whenever. YPG partners with businesses to build successful marketing and lead generation programs, helping them grow their business. Trader Corporation (Trader) is a leader in print and digital vertical media and offers a broad set of services such as inventory management, web solutions, optimization of media spend, and lead generation campaigns. Trader caters to the automotive, real estate and generalist verticals. Yellow Media Inc. owns and operates some of Canada's leading properties and publications including Yellow Pages™ directories, YellowPages.ca™, Canada411.ca™, Auto Trader™(.ca), Home Trader™(.ca), and LesPAC.com. For more information, www.ypg.com .

The Convertible Debentures have not been, nor will be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States or to U.S. persons absent registration or applicable exemption from the registration requirement of such Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction.

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