Secondary Offering of Quebecor Inc. Exchangeable Debentures

On February 23, 2001, Quebecor Inc. completed two transactions to monetize the value of 15 million subordinate voting shares of Quebecor World Inc. held by Quebecor Inc. The first transaction was an underwritten private placement with institutional investors in Canada of $425 million principal amount exchangeable debentures of Quebecor Inc. The exchangeable debentures, which have a term of 25 years, are exchangeable at the option of either the holder thereof or Quebecor Inc. for an aggregate of 12.5 million Quebecor World subordinate voting shares.

Concurrently with this private placement, Quebecor Inc. completed a secondary offering to the public in both Canada and the United States of 2.5 million Quebecor World subordinate voting shares for gross proceeds of $85 million. The underwriting syndicate for both the private placement and the secondary offering was composed of RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., TD Securities Inc., CIBC World Markets Inc., Credit Suisse First Boston Securities Canada, Inc., National Bank Financial Inc., Scotia Capital Inc. and Desjardins Securities Inc. The proceeds to Quebecor Inc. of these transactions were applied to repay part of the indebtedness that arose from the acquisition by Quebecor Inc. of Le Groupe Vidéotron ltée.

Ogilvy Renault represented both Quebecor Inc. and Quebecor World Inc. in the transaction. The Quebecor Inc. team was led by Marc Lacourcière and included Solomon Sananes and Steve Kelly (corporate/securities) and Andrew Fleming, Christian Sioufi and Martin Thériault (banking). Norman M. Steinberg led the Quebecor World Inc. team, which included Renaud Coulombe, Luc Boucher and Elliot Shapiro (corporate/securities) and Jules Charette (tax). Arnold & Porter represented Quebecor Inc. and Quebecor World in the United States, fielding a team which included John Willett and Christine Rogers.

Stikeman Elliot represented the underwriting syndicate for both the private placement of the exchangeable debentures and the secondary offering of Quebecor World shares. André Roy of the firm’s Montreal office led a team composed of Anthony Penhale, Nadia Jubinville and Jason Streicher (corporate/securities), Sterling Dietze (banking) and Frédéric Harvey and Luc Bernier (tax). Shearman & Sterling acted as US counsel to the underwriters with a team that included Brice Voran, Christopher Cummings, Paul Rivett and Jennifer Mazin.