ACS Media Income Fund Sells ACS Media Canada to Pendo Acquisition

On November 22, 2006, ACS Media Income Fund sold its wholly owned subsidiary ACS Media Canada Inc., which owns a 99.9 per cent membership interest in ACS Media LLC (ACS Media), for $188 million. The purchaser was Pendo Acquisition ULC, an indirect whollyowned subsidiary of Local Insight Media, LLC (Caribe Acquisition Holdings, LLC), which is a portfolio company of Welsh, Carson, Anderson & Stowe (WCAS), one of the largest private equity firms in the United States. Local Insight also funded the repayment of approximately US$35 million of debt.

ACS Media is the largest publisher of print and Internet advertising directories in Alaska, producing 10 print directories and distributing more than one million copies of those directories to business and residential consumers throughout Alaska. ACS Media's online directory, www.acsyellowpages.com, extends the reach of advertisers' content throughout Alaska and beyond.

Local Insight, through its subsidiaries, is a leading provider of print directories and Internet-based local search services in Alaska and the Caribbean. Local Insight indirectly owns a 99.9 per cent interest in ACS Media, the largest publisher of print and Internet advertising directories in Alaska.

John Fischer, Local Insight's general counsel, led its in-house team in the transaction.

Latham & Watkins LLP represented Local Insight Media, LLC in the US with a team that included Ronald Hopkinson, Jennifer Perkins, Mark Singer and Leonard Gray (M&A); Dennis Lamont, Kimberly Desmarais, Vladimir Maly, Patrick Shannon and Nathan Ajiashvili (corporate finance); David Raab and Lisa Watts (tax); Bradd Williamson and Huy Luu (benefits and compensation); and Jeffrey Tochner and Carrie Girgenti (intellectual property).

McCarthy Tétrault LLP represented Local Insight Media, LLC in Canada with a team that included Ian Palm, Barclay Laughland, Ian Michael and Amrit Sidhu (business law); and Gabrielle Richards and Jim Morand (tax).

Torys LLP represented ACS Media Income Fund, with a team in the US and Canada that included Phil Brown, Adam Armstrong, Adam Levy and Victoria Blond (corporate and securities); Corrado Cardarelli and Richard Johnson (Canadian tax); Gary Gartner and Pam Petree (US tax); Peter Keenan (ERISA); David Steele (trusts); Craig Pell (HSR); Carolyn Naiman (competition); Nadine Côté (pension and employment); Robin Coster (IP); Dennis Mahony (environmental) and Darien Leung (debt financing).