Yellow Pages Income Fund Completes $1.5B Offering

Yellow Pages Income Fund completed a public offering of 128 million trust units for gross proceeds of more than $1.5 billion. The deal closed on December 17, 2003.

Of the net proceeds, $117.5 million was used by the fund to increase its equity interest in Yellow Pages Group Co. (YPG), which in turn was used by YPG to repay approximately $107 million of bank debt and to fund expenses of the offering. The remaining net proceeds of $1,331,040,000 were used by the fund to purchase additional ownership interests in YPG LP from BAI LLP and BAI2 LLP (controlled by funds managed by Kohlberg Kravis Roberts & Co.), TMB Directories Inc. (a subsidiary of Ontario Teachers’ Pension Plan Board) and 4119649 Canada Inc. (a subsidiary of BCE Inc.). As a result of these transactions, the fund now owns a 67 per cent equity interest in YPG LP.

The offering was underwritten by a syndicate that was jointly led by CIBC World Markets Inc., RBC Capital Markets Inc. and Scotia Capital Inc., and included BMO Nesbitt Burns Inc., National Bank Financial, TD Securities Inc., Canaccord Capital Corp., Desjardins Securities, Dundee Securities Corp., HSBC Securities (Canada) and Raymond James.

YPG was represented in-house by François Ramsay, vice-president, general counsel and secretary; and Marie-Josée Lapierre, counsel; by Stikeman Elliott LLP, with a team that included André Roy, Jean Marc Huot, Steeve Robitaille, Robert Carelli, Howard Liebman, Nicolas Vanasse and Warren Silversmith (corporate), Frédéric Harvey, Luc Bernier and Derek Chiasson (tax) and Jean Lamothe (banking); and by Torys LLP, with a team that included Matthew Cockburn and Adam Armstrong (corporate) and Corrado Cardarelli and Ron Nobrega (tax).

BCE was represented by Miguel Baz, senior counsel; and by Robert Yalden and Shahir Guindi of Osler, Hoskin & Harcourt LLP. The underwriters were represented by Goodmans LLP, with a team led by Stephen Pincus, and included Neill May, Justin Beber, Samantha Traub and Piran Thillainathan (corporate/securities) and Mitchell Sherman and Jon Northup (tax). CIBC World Markets and Scotiabank were also represented in-house by Robert Richardson, vice-president and associate general counsel; and Deborah Alexander, executive vice-president, general counsel and secretary, respectively.