Yellow Media Completes $2.4B Recapitalization

Yellow Media Inc. (“Yellow Media”) completed a $2.4 billion recapitalization transaction pursuant to a plan of arrangement under the Canada Business Corporations Act and a termination and settlement agreement with the lenders under Yellow Media's former credit agreement. The recapitalization reduced Yellow Media's debt, including preferred shares, series 1 and series 2, by approximately $1.5 billion.

Pursuant to the recapitalization, Yellow Media's former senior debt, convertible debentures and shares and all entitlements related thereto were exchanged and cancelled for, as applicable, cash, new common shares and warrants of Yellow Media Limited (the new public parent company resulting from the recapitalization) and new senior secured notes and new senior subordinated exchangeable debentures of YPG Financing Inc. (the entity previously named Yellow Media Inc. and now a wholly owned subsidiary of Yellow Media Limited).

Yellow Media was led in-house by François Ramsay (Senior Vice President, General Counsel and Secretary) and Treena Cooper (Director, Legal Affairs) and was represented by Stikeman Elliott LLP with a team that included Jean Marc Huot, Robert Carelli, Claire Zikovsky, Zev Zelman, Aniko Pelland, David Tardif, Maxime Charbonneau and Julien Michaud (corporate / securities / restructuring); Jean Lamothe, Sylvia Avedis, Maxime Jacquin and Annick Gaucher-Paradis (financing); Jean Fontaine, Joseph Reynaud, Danny Duy Vu and Nathalie Nouvet (litigation / restructuring) and Luc Bernier and Éric Lévesque (tax); by Sean Dunphy from Russell Hill Advisory Services Inc.; and by Ropes & Gray LLP with a team that included Jane Goldstein, Louis Somma and Mary Kathryn Papaioannou (securities) and Stefanie Birkmann, Ezra Schneck and Chris Bergen (financing).

Bennett Jones LLP represented the Medium Term Noteholders, the largest creditor group and the owners of the majority of the recapitalized equity and debt, with a team led by Richard Orzy, and including Kevin Zych, Sean Zweig and Karma Dolkar (restructuring); Jeffrey Kerbel and Kris Hanc (corporate / securities); Mark Rasile and Jeff Heinbuch (finance); Tom Bauer (tax) and Richard Swan (litigation); with Langlois Kronström Desjardins, L.L.P., including Gerry Apostolatos and Marc-Andre Sansregret (litigation/restructuring); and William Hart and Patrick Naccache (corporate) serving as Quebec counsel to the group; and Milbank, Tweed, Hadley & McCloy LLP, including Mark Mandel and Brett Nadritch, serving as US counsel.

McMillan LLP represented the syndicate of lenders under the credit agreement of Yellow Media with a team that included Andrew Kent, Tushara Weerasooriya, Max Mendelsohn, Nicholas Scheib and Rachel April Giguère (restructuring); Paul Davis (corporate / securities); Don Waters (financing); and Éric Vallières, Marc-André Morin and Brett Harrison (litigation).

Fishman Flanz Meland Paquin LLP represented an ad hoc committee of holders of convertible debentures of Yellow Media with a team that included Mark Meland, Avram Fishman, Gilles Paquin, Nicolas Beaudin, Jason Dolman and Tina Silverstein (litigation / restructuring).