Quebecor Media Inc. Announces Cash Tender Offer for All of its
Outstanding 7 3/4% Senior Notes Due March 15, 2016
MONTREAL, QUEBEC--(Marketwired - Mar 26, 2014) - Quebecor Media
Inc. ("Quebecor Media") today announced the commencement of a cash
tender offer (the "Tender Offer") to purchase any and all of its
outstanding 7 3/4% Senior Notes due March 15, 2016 (CUSIP
74819RAK2) (the "Notes"). The Tender Offer is being made pursuant
to an Offer to Purchase dated March 26, 2014 and the related Letter
of Transmittal.
Upon the terms and subject to the conditions described in the
Offer to Purchase and the Letter of Transmittal, Quebecor Media is
offering to purchase for cash any and all outstanding Notes.
Tenders of the Notes may be withdrawn at any time at or prior to
5:00 p.m., New York City time, on April 8, 2014, unless extended or
earlier terminated (such date and time, as the same may be extended
or earlier terminated, the "Withdrawal Date"), but may not be
withdrawn thereafter. The Tender Offer will expire at 12:01 a.m.,
New York City time, on April 24, 2014 unless extended or earlier
terminated (such date and time, as the same may be extended or
earlier terminated, the "Expiration Date").
The consideration for each US$1,000.00 principal amount of Notes
validly tendered and accepted for purchase pursuant to the Tender
Offer will be US$972.50 (the "Tender Offer Consideration"), subject
to the terms and conditions of the Tender Offer. Holders of Notes
that are validly tendered at or prior to 5:00 p.m., New York City
time, on April 8, 2014, unless extended or earlier terminated (such
date and time, as the same may be extended or earlier terminated,
the "Early Participation Date") will, subject to the terms and
conditions of the Tender Offer, receive the Tender Offer
Consideration plus US$30.00 (the "Early Participation Amount") for
each US$1,000.00 principal amount of Notes purchased pursuant to
the Tender Offer. Holders of Notes tendered after the Early
Participation Date but at or prior to the Expiration Date will,
subject to the terms and conditions of the Tender Offer, receive
the Tender Offer Consideration, but not the Early Participation
Amount, for each US$1,000.00 principal amount of Notes purchased
pursuant to the Tender Offer. In addition, all holders of Notes
accepted for purchase in the Tender Offer will also receive accrued
and unpaid interest on such purchased Notes from the last interest
payment date up to, but not including, the payment date.
The Tender Offer is not conditioned on any minimum amount of
Notes being tendered. However, Quebecor Media's obligation to
accept for purchase and to pay for the Notes pursuant to the Tender
Offer is subject to the satisfaction or waiver of a number of
conditions, including the completion by Videotron Ltd.
("Videotron"), a wholly-owned subsidiary of Quebecor Media, on or
prior to the Expiration Date, of a financing transaction, on terms
reasonably satisfactory to Videotron, pursuant to which Videotron
receives aggregate gross proceeds of no less than US$500 million
(or the equivalent in other currencies), exclusive of fees,
expenses and discounts. The Tender Offer may be amended, extended
or terminated. Following consummation of the Tender Offer, the
Notes that are purchased in the Tender Offer will be retired and
cancelled and no longer remain outstanding obligations.
Notes that are tendered and accepted for purchase at or prior to
the Early Participation Date will be settled only on the date that
we refer to as the "Early Payment Date", which will promptly follow
the Early Participation Date. Quebecor Media anticipates that the
Early Payment Date for the Notes will be within two business days
following the Early Participation Date. Notes that are tendered and
accepted for purchase after the Early Participation Date but before
the Expiration Date will be settled only on the date that we refer
to as the "Final Payment Date", which will promptly follow the
Expiration Date. Quebecor Media anticipates that the Final Payment
Date for the Notes will be within two business days following the
Expiration Date. If no additional Notes are tendered after the
Early Participation Date and/or if the Tender Offer is fully
subscribed as of the Early Participation Date, there will be no
Final Payment Date.
None of Quebecor Media or its board of directors, the dealer
managers or the tender and information agent, or the trustee for
the Notes makes any recommendation that holders tender or refrain
from tendering all or any portion of the principal amount of their
Notes, and no one has been authorized by us or any of them to make
such a recommendation. Holders must make their own decision as to
whether to tender their Notes, and, if so, the principal amount of
Notes to tender.
All the Notes are held in book-entry form through the facilities
of The Depository Trust Company. If you hold Notes through a
broker, dealer, bank, trust company or other intermediary or
nominee (an "Intermediary"), you must contact such Intermediary if
you wish to tender Notes in the Tender Offer. You should check with
such Intermediary to determine whether such Intermediary will
charge you a fee for tendering Notes on your behalf. You should
also confirm with the Intermediary any deadlines by which you must
provide your tender instructions, because the relevant deadline set
by such Intermediary will be earlier than the deadlines set forth
herein.
Quebecor Media has retained BofA Merrill Lynch and Citigroup to
serve as dealer managers for the Tender Offer, and Global
Bondholder Services Corporation to serve as the tender and
information agent for the Tender Offer.
For additional information regarding the terms of the Tender
Offer, please contact BofA Merrill Lynch at (888) 292-0070 (toll
free) or (980) 388-3646 (collect) or Citigroup at (800) 558-3745
(toll free) or (212) 723-6106. Requests for a copy of the Offer to
Purchase and the Letter of Transmittal relating to the Notes, and
questions regarding the tender of the Notes may be directed to
Global Bondholder Services Corporation at (866) 470-4200 (toll
free) or (212) 430-3774 (collect).
This announcement does not constitute an offer to buy or
sell, or the solicitation of an offer to buy or sell securities in
any jurisdiction or in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities laws require the Tender Offer to be made by a licensed
broker or dealer, the Tender Offer will be deemed to be made by the
Dealer Managers or one or more registered brokers or dealers
licensed under the laws of such jurisdiction. The securities
mentioned herein have not been registered under the United States
Securities Act of 1933 or applicable state securities laws, and the
securities may not be offered or sold in the United States absent
registration or an applicable exemption from registration. The
securities mentioned herein have not been and will not be qualified
for sale to the public under applicable Canadian securities laws
and, accordingly, any offer and sale of the securities in Canada
will be made on a basis which is exempt from the prospectus and
dealer registration requirements of such securities laws.
About Quebecor Media
Quebecor, a Canadian telecommunications, entertainment and news
media leader, is one of the best-performing integrated
communications companies in the industry. Driven by their
determination to deliver the best possible customer experience, all
of Quebecor's subsidiaries and brands are differentiated by their
high-quality, multiplatform, convergent products and services.
Quebecor (TSX:QBR.A)(TSX:QBR.B) is firmly based in Québec. It
holds a 75.36% interest in Quebecor Media, which employs more than
15,000 people in Canada.
A family business founded in 1950, Quebecor is strongly
committed to the community. Every year, it actively supports people
working with more than 400 organizations in the vital fields of
culture, health, education, the environment and
entrepreneurship.
Visit our website: www.quebecor.com
Follow us on Twitter: www.twitter.com/QuebecorMedia
Forward-Looking Statements
This news release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation and
"forward-looking statements" within the meaning of United States
federal securities legislation (collectively, "forward-looking
statements"). All statements other than statements of historical
facts included in this press release, including statements
regarding our industry and our prospects, plans, financial position
and business strategy, may constitute forward-looking statements.
These forward-looking statements are based on current expectations,
estimates, forecasts and projections about the industries in which
we operate as well as beliefs and assumptions made by our
management. Such statements include, in particular, statements
about our plans, prospects, financial position and business
strategies. Words such as "may," "will," "expect," "continue,"
"intend," "estimate," "anticipate," "plan," "foresee," "believe" or
"seek" or the negatives of these terms or variations of them or
similar terminology are intended to identify such forward-looking
statements. Although we believe that the expectations reflected in
these forward-looking statements are reasonable, these statements,
by their nature, involve risks and uncertainties and are not
guarantees of future performance. Such statements are also subject
to assumptions concerning, among other things: our anticipated
business strategies; anticipated trends in our business;
anticipated reorganizations of any of our segments or businesses,
and any related restructuring provisions or impairment charges; and
our ability to continue to control costs. We can give no assurance
that these estimates and expectations will prove to have been
correct. Actual outcomes and results may, and often do, differ from
what is expressed, implied or projected in such forward-looking
statements, and such differences may be material. For additional
information regarding some important factors that could cause
actual results to differ materially from those expressed in these
forward-looking statements and other risks and uncertainties, and
the assumptions underlying the forward-looking statements, you are
encouraged to read "Item 3. Key Information - Risk Factors" as well
as statements located elsewhere in Quebecor Media's annual report
on Form 20-F for the year ended December 31, 2013. Each of these
forward-looking statements speaks only as of the date of this press
release. We will not update these statements unless applicable
securities laws require us to do so.
Jean-Francois PruneauSenior Vice President and Chief Financial
OfficerQuebecor Media514-380-4144
Quebecor (TSX:QBR.A)
Historical Stock Chart
From Jun 2024 to Jul 2024
Quebecor (TSX:QBR.A)
Historical Stock Chart
From Jul 2023 to Jul 2024