Vidéotron Completes US$315M Offering of Senior Notes

On November 19, 2004, Vidéotron Ltée—Quebec’s leading, and one of Canada’s largest, cable operators—completed a private placement offering under Rule144 A and Regulation S of US$315 million 6 7/8 per cent senior notes due January 15, 2014. The senior notes form part of a single series of notes with Vidéotron’s US$335 million 6 7/8 per cent senior notes that were issued in October 2003. The new senior notes were sold at a 5 per cent premium to their face amount, which yielded gross proceeds of approximately US$331 million (or approximately C$397 million) before accrued interest. Vidéotron has undertaken to file a registration statement with the US Securities and Exchange Commission pursuant to which the privately placed senior notes will be exchanged for substantially identical notes that will be qualified and effective as of the filing of such registration statement. Concurrently with the closing of the senior note offering, Vidéotron also amended the terms of its credit facilities in order, among other things, to repay in full its term loan of approximately C$318.1 million and to increase its revolving credit facility from C$100 million to C$450 million. Vidéotron is a wholly-owned subsidiary of Quebecor Media Inc. The senior notes offering was led by Banc of America Securities LLC and Citigroup Global Markets Inc., as joint book-running managers, and the bank financing was arranged by RBC Capital Markets Inc. and co-arranged by Bank of America, NA, Canada Branch, BMO Nesbitt Burns Inc., the Toronto-Dominion Bank and the Bank of Nova Scotia.

The transaction was led in-house by Frédéric Despars, senior director, legal affairs, Quebecor Media Inc., with the assistance of Ogilvy Renault on Canadian law matters and Arnold & Porter LLP on US law matters. The Ogilvy Renault team was comprised of Marc Lacourcière, Solomon Sananes and Jules Charette (tax), Elliot Shapiro, Steve Tenai and Mark Hayes (regulatory) and Christian Sioufi and Kathy Shakibnia (bank financing). The Arnold & Porter team was comprised of John Willett, Christine Rogers, Richard Andersen, Lily Lu, Jane Edwards and Karuna Jain.

The joint book-running managers were represented on Canadian law matters by Stikeman Elliott LLP, with a team that included Jean Marc Huot, J. Anthony Penhale, Gregory Kane, Q.C., Luc Bernier and Jason Streicher, and on US law matters by Shearman & Sterling LLP, with a team that included Christopher Cummings, Adam Givertz, Jonathan Wisebrod and Mark Lanpher.

The syndicate of lenders in the bank financing was represented by Heenan Blaikie LLP in Canada, with a team that included Kenneth Atlas, Glen Bowman, Robert Campbell and François-Simon Labelle.