Yellow Pages Group Completes $3.2B Financing to Acquire ADS

On May 25, 2005, Yellow Pages Income Fund indirectly acquired the SuperPages directory business owned and operated by Advertising Directory Solutions Inc. in Alberta and British Columbia. The acquisition was financed through the combination of (i) a public offering of $1.4 billion subscription receipts of the Fund under a $3 billion universal shelf prospectus, (ii) a private placement of $300 million units of the Fund to Caisse de dépôt et placement du Québec and (iii) cash on hand and borrowings of $800 million under new credit facilities.

The 104,100,000 subscription receipts previously issued by Yellow Pages Income Fund on April 1, 2005 were exchanged on May 25, 2005 for aggregate gross proceeds to the Fund of $1,400,145,000. The public offering of the subscription receipts was made pursuant to a prospectus supplement to a shelf prospectus dated March 11, 2005 allowing the offering of up to $3 billion in securities of the Fund or of YPG Holdings Inc. The offering of the subscription receipts was underwritten by a syndicate of underwriters that was jointly led by RBC Dominion Securities Inc., Scotia Capital Inc., CIBC World Markets Inc. and BMO Nesbitt Burns Inc., and included National Bank Financial Inc., HSBC Securities (Canada) Inc., TD Securities Inc., Dundee Securities Corp., Desjardins Securities Inc., First Associates Investments Inc. and Canaccord Capital Corp.

Also on May 25, 2005, the Fund completed a private placement of 22,727,273 units to Caisse de dépôt et placement du Québec, for aggregate gross proceeds of $300 million.
Concurrent with the offering and the private placement, new syndicated credit facilities totalling $1.5 billion were also made available to YPG Holdings Inc. in connection with the acquisition, and $800 million was drawn on such new credit facilities at closing. The lead arranger and sole book runner was Scotia Capital, and the co-arrangers were BMO Nesbitt Burns, RBC Capital Markets, CIBC World Markets and National Bank Financial. Royal Bank of Canada acted as administrative agent, the Bank of Nova Scotia, Bank of Montreal and Canadian Imperial Bank of Commerce acted as co-syndication agents and National Bank of Canada acted as documentation agent.

Yellow Pages was represented in-house by François Ramsay, vice-president, general counsel and secretary, assisted by Martin Joyal, director of legal affairs and in-house counsel Marie-Josée Lapierre. Yellow Pages was assisted by Stikeman Elliott LLP with a securities/financing team that included André Roy, Jean Marc Huot, Jean Lamothe, Steeve Robitaille, Caroline Boutin, Robert Carelli, Mathias Chmielewski, Warren Silversmith and Sarah Landry Maltais, and a tax team led by Robert Hogan, Frédéric Harvey and Christian Meighen.

The underwriters and lenders were represented by Fasken Martineau DuMoulin LLP with a securities financing team that included Robert Paré, Brian Wright, Peter Villani, Mireille Tremblay and Daniel Yelin, and was assisted by Alain Ranger and Thomas Copeland (tax). Caisse de dépôt et de placement du Québec was represented by Robert Côté, vice-president, legal affairs, private equity, and assisted by Heenan Blaikie LLP with a team that included Étienne Dubreuil and Thomas Lellouche.