Quebecor Media Inc. Announces Early Acceptance of its 7 3/4% Senior
Notes Due March 15, 2016 Tendered Under its Tender Offer
MONTREAL, QUEBEC--(Marketwired - Apr 9, 2014) - Quebecor Media
Inc. ("Quebecor Media") today announced the early acceptance of
tendered 7 3/4% Senior Notes due March 15, 2016 (CUSIP 74819RAK2)
(the "Notes") in connection with its previously announced cash
tender offer (the "Tender Offer") to purchase any and all of its
Notes. The Tender Offer is being made pursuant to an Offer to
Purchase (the "Offer to Purchase") dated March 26, 2014 and the
related Letter of Transmittal.
The tender and information agent for the Notes under the Tender
Offer has advised Quebecor Media that US$89,095,000 aggregate
principal amount of the Notes had been validly tendered and not
withdrawn pursuant to the Tender Offer at or prior to 5:00 p.m.,
New York City time, on April 8, 2014 (the "Early Participation
Date"). Such amount represents approximately 23.45% of the
aggregate principal amount outstanding of Notes.
Quebecor Media today accepted for purchase, in accordance with
the terms of the Tender Offer, all Notes validly tendered and not
withdrawn pursuant to the Tender Offer at or prior to the Early
Participation Date, representing US$89,095,000 aggregate principal
amount of Notes, at a purchase price of US$1,002.50 for each
US$1,000.00 principal amount of Notes accepted, plus accrued and
unpaid interest to but excluding the payment date. Quebecor Media
intends to settle payment for the Notes accepted for purchase by
end of today.
Notes that remain outstanding may be validly tendered by holders
until 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"). Holders
of Notes validly tendered after the Early Participation Date but at
or prior to the Expiration Date, and accepted for purchase, will
receive the applicable Tender Offer Consideration, being US$972.50
for each US$1,000.00 principal amount of Notes accepted, but not
the Early Participation Amount, as specified in the Offer to
Purchase. In addition, all holders of Notes accepted for purchase
in the Tender Offer will also receive accrued and unpaid interest
on the Notes from the last interest payment date to, but not
including, the applicable payment date.
As announced on March 26, 2014, Quebecor Media intends to
redeem, on April 25, 2014, all of its Notes outstanding on April
25, 2014 at a price equal to 100.000% of such Notes, plus accrued
and unpaid interest pursuant to the terms of the indenture
governing the Notes.
The terms of the Tender Offer remain unchanged and are as set
forth in the Offer to Purchase. Quebecor Media anticipates that it
will accept for purchase and pay for all Notes validly tendered at
or prior to the Expiration Date and not validly withdrawn, or
previously accepted on the date hereof, within two business days
following the Expiration 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 the deadline by which you must
provide your tender instructions, because the relevant deadline set
by such Intermediary will be earlier than the deadline 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
(U.S. toll free) or (212) 723-6106 (collect). 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 was 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 and will not be qualified for sale
to the public under applicable Canadian 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: 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; 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.
Some important factors that could cause actual results to differ
materially from those expressed in these forward-looking statements
include, but are not limited to: general economic, financial or
market conditions; the intensity of competitive activity in the
industries in which we operate, including competition from
alternative means of programs and content transmission; new
technologies that would change consumer behaviour toward our
product suite; unanticipated higher capital spending required or to
address continued development of competitive alternative
technologies or the inability to obtain additional capital to
continue the development of our business; our ability to implement
successfully our business and operating strategies and manage our
growth and expansion; disruptions to the network through which we
provide our digital television, Internet access and telephony
services, and our ability to protect such services from piracy;
labour disputes or strikes; changes in our ability to obtain
services and equipment critical to our operations; changes in laws
and regulations, or in their interpretations, which could result,
among other things, in the loss (or reduction in value) of our
licenses or markets or in an increase in competition, compliance
costs or capital expenditures; our substantial indebtedness, the
tightening of credit markets, and the restrictions on our business
imposed by the terms of our debt; and interest rate fluctuations
that affect a portion of our interest payment requirements on
long-term debt. We caution you that the above list of cautionary
statements is not exhaustive. These and other factors could cause
actual results to differ materially from our expectations expressed
in the forward-looking statements included in this press release,
and 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 for further details and descriptions of these and other
factors. 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
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