Quebecor Media Inc. Announces Cash Tender Offer for All of its Outstanding 7¾% Senior Notes due March 15, 2016

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 7¾% 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 Tenders of the Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on April 8, 2014, unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated, the “Withdrawal Date”), but may not be withdrawn thereafter.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 considerationfor 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.

 

Noneof 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 Citigroupat (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.

Quick links