YPG Holdings Completes $750M Offering of MTNs

On April 21, 2004, YPG Holdings Inc. closed a public offering of medium term notes in an aggregate principal amount of $750 million, one of the first MTN financings in connection with an income fund structure in Canada. The offering was made pursuant to a prospectus supplement dated April 16 to YPG Holdings' April 7 shelf prospectus. The notes were issued in two series: $450 million principal amount of 4.57 per cent series 1 notes due April 21, 2009 and $300 million principal amount of 5.71 per cent series 2 notes due April 21, 2014. The notes are guaranteed by Yellow Pages Income Fund, YPG LP and Yellow Pages Group Co. YPG Holdings is an indirect subsidiary of Yellow Pages Income Fund.

The net proceeds from the sale of the notes will be used to repay amounts under existing credit facilities of YPG Holdings and for its general corporate purposes. The offering was underwritten by a syndicate of underwriters with CIBC World Markets Inc., RBC Dominion Securities Inc. and Scotia Capital Inc., acting as joint lead underwriters, and BMO Nesbitt Burns Inc., TD Securities Inc., National Bank Financial Inc. and HSBC Securities (Canada) Inc. participating as co-managers.

Yellow Pages was represented in-house by François D. Ramsay, vice-president, general counsel and secretary, and assisted by Stikeman Elliott, with a team that included André Roy, Jean Marc Huot, Robert Carelli, Nicolas Vanasse and Sarah Landry Maltais (corporate/securities), Jean G. Lamothe (banking) and Frédéric Harvey and Christian Meighen (tax).

The dealers were represented by Ogilvy Renault, with a team that included Norman M. Steinberg, Renaud Coulombe, Stephen J. Kelly and Elliot Greenstone (corporate/securities), Christian Sioufi and Catherine Mateu (banking) and Jules Charette and Éric Gélinas (tax).