Bell Directories Acquired

After conducting an extensive competitive bidding process that resulted in a deal that was announced on September 13, 2002, BAI Finance Limited Partnership, owned by KKR 1996 Fund (Overseas), Limited Partnership, a subsidiary of Ontario Teachers’ Pension Plan Board and Bell Canada, acquired the yellow and white pages directories business of Bell ActiMedia Inc., a wholly owned subsidiary of Bell Canada, together with the associated e-directories business carried on by Bell Canada and its affiliates, for a purchase price of $3 billion. The deal closed on November 29, 2002.

The sale included Bell Canada’s 209 white page and/or yellow page print directories in Ontario and Quebec, its 12.86 per cent interest in Aliant Actimedia Inc. and its electronic yellowpages.ca, canadatollfree.ca and canada 411.ca directories managed and operated by Sympatico Inc. In connection with the transaction Bell also entered into several agreements relating, among other matters, to the supply of listing information, the printing and publication of print directories, billing and collection arrangements, the use of Bell’s trademark and logo, transitional arrangements, internet Web site linking and other ongoing operational matters. Prior to completion of the transaction, Bell and certain of its affiliates completed a corporate reorganization designed to move the directories businesses into a company that was then sold.
The Bank of Nova Scotia, CIBC and Credit Suisse First Boston arranged senior secured financing and senior subordinated unsecured bridge financing in the amount of $2.2 billion to partially fund the purchase price for the acquisition.

BAI Finance was represented by Simpson Thacher & Bartlett, with a team led by Gary Horowitz and including Michelle Jubelirer, Michael Bender and Katie King Sudol, and Alvin Brown and Andrea Wahlquist with respect to the acquisition, and a team led by James Cross and including Christine Gunn with respect to the financing.

Teachers’ Merchant Bank, the private equity arm of the Ontario Teachers’ Pension Plan Board, was represented by Torys LLP with a team that included Stephen Donovan, Matt Cockburn, Suh Kim and Gila Bell (corporate), Corrado Cardarelli and Ron Nobrega (tax), Alex Porat (IP), Ed Nordholm and Conrad Sheppard (banking), Jay Duffield, Terra Rebick and Sherri Kreisman (technology), Christina Medland (employment), Carolyn Naiman (competition) and Philip Mohtadi (Investment Canada) in Ontario; by Lucie Roy and Valérie Douville (securities), Natalie Bussière (pension and benefits), Lucie Guimond (employment) Robert Phénix (financing) and Brigitte Gauthier (banking) of Desjardins Ducharme Stein Monast in Quebec; by Charles Reagh and Brent Timmons of Stewart McKelvey Stirling Scales in Nova Scotia; and by Colin Pewarchuk of Aikins, MacAulay & Thorvaldson in Manitoba.

Bell Canada was represented in-house by a team led by Jean Francois Legault, vice-president and general counsel in Quebec, and Barry Pickford vice-president, taxation, BCE, and including Odin Larocque, Richard Langevin, Miguel Baz, Josie Ciccotelli, Josianne Cohade, Morris Weinstock, Johnathan Elkas, Pascale Mercier, Francois Lajeunesse, Alex Bearzatto, France Valois, Carole Duquette, David Kidd and David Elder, Bell Canada, and Kevin Assaf, Bell Globemedia Interactive Inc.

Osler, Hoskin & Harcourt LLP advised Bell Canada, with a team led by Robert Yalden (M&A) in Montreal, and including Warren Katz, Shahir Guindi, Iain Scott, Mark Trachuk, François Janson, Minal Upadhyaya, Matthew Starnes, Jean-Sébastien Lamoureux, Andrew Scipio del Campo, Martine Trudeau, François Leblanc, Emmanuelle Lamarre-Cliche and Claude-Étienne Borduas (M&A and corporate), Firoz Ahmed, Andrew Kingissepp and Julie Colden (tax), Dan Logan, Michel Généreux, Steven Trumper, Geoff Taber, Greg McElheran and Dan Shap (technology and internet), Phil Rogers (telecom), Josée Dumoulin and Tony Devir (pensions), Diane Cornish (IP) and Peter Franklyn and Steve Sansom (competition and Investment Canada); and Robert Hogan, Richard Pound, Q.C., and Pierre Martel of Stikeman Elliott LLP provided tax advice to Bell Canada in respect of certain aspects.

The Bank of Nova Scotia, CIBC and Credit Suisse First Boston were represented by Fasken Martineau DuMoulin LLP in Toronto and Montreal with respect to the senior secured financing, with a team led by Brian Wright and including Jon Holmstrom, Ralph Glass, Xeno Martis, Angela Onesi, David Lemieux, Félix Gutierrez, Andrew Laidlaw and Thomas Meagher (banking), Colleen Spring-Zimmerman, Ziad Katul and Ian Kyer (intellectual property), Elizabeth Johnson (tax) and Anthony Baldanza and Aaron Stefan (competition). Faskens was assisted by Craig McCrea, Q.C., and Jonathan Gale of Cox Hanson O’Reilly Matheson in Nova Scotia; Norm Snyder of Taylor McCaffrey in Manitoba; and by Andrew Mattei, Timothy Ryan and David Goldman of Mayer, Brown, Rowe & Maw LLP in the U.S., who acted as special counsel to the agents to assist in the credit documentation negotiations.

For the US$600 million bridge loan component of the acquisition financing, The Bank of Nova Scotia, CIBC and Credit Suisse First Boston, as joint lead arrangers, were represented in Canada by Blake, Cassels & Graydon LLP with a team led by Jim Christie, and including Ian Binnie and Chris Van Loan; and in the U.S., by Cahill Gordon & Reindel with a team led by Roger Meltzer and including John Papachristos, Tony Lopez, Kiva Barr and Regan Fad.