On June 11, 2004, Yellow Pages Income Fund completed a public offering of 66,666,600 units of the fund at $11.15 per unit for aggregate gross proceeds of $743,332,590 and net proceeds to the fund of $713,599,286. The offering was underwritten by a syndicate of underwriters that was jointly led by RBC Capital Markets, Scotia Capital Inc. and CIBC World Markets Inc., and included BMO Nesbitt Burns Inc., National Bank Financial Inc., TD Securities Inc., HSBC Securities (Canada) Inc., Canaccord Capital Corp., Desjardins Securities Inc., Dundee Securities Corp. and Raymond James Ltd. The units were distributed by the underwriters to subscribers as either fully-paid units, at an offering price of $11.15 per unit, or as instalment receipts at an offering price of $11.35 per unit, of which $6.85 was paid upon closing and $4.50 is payable on or before June 10, 2005.
Financing for the portion of the purchase price for the instalment receipt units not payable by subscribers on closing was provided to the underwriters by Royal Bank of Canada, The Bank of Nova Scotia, Canadian Imperial Bank of Commerce and Bank of Montreal. The net proceeds of the offering were used by the fund to purchase additional ownership interests in YPG LP and YPG General Partner Inc. from BAI LLP and BAI2 LLP (which are controlled by funds managed by Kohlberg Kravis Roberts & Co.).
In addition, concurrently with the closing of the public offering, the Fund completed the exchange of the units in YPG LP and common shares in YPG General Partner Inc. held by TMB Directories Inc. (a subsidiary of Ontario Teachers’ Pension Plan Board) for 35,333,300 units of the fund, in accordance with TMB’s pre-existing exchange right provided for in agreements entered into at the time of the fund’s initial public offering.
After giving effect to the transactions described above, the fund holds 100 per cent of the outstanding units in YPG LP and 100 per cent of the outstanding common shares in YPG General Partner Inc.
Yellow Pages was represented in-house be 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, Howard Liebman, Nicolas Vanasse and Warren Silversmith (corporate/securities), and Frédéric Harvey and Christian Meighen (tax).
BAI, BAI2 and TMB were represented by Torys, with a team that included Matthew Cockburn, Adam Armstrong and Helgi Maki (corporate/securities), and Corrado Cardarelli (tax).
The underwriters were represented by Goodmans, with a team that included Stephen Pincus, Neill May, Michael Partridge and Piran Thillainathan (corporate/securities), Jay Feldman and Cicely Leemhuis (banking) and Mitchell Sherman and Jon Northup (tax); and by Pascal Renaud and Brigitte Gauthier of Desjardins Ducharme Stein Monast.
The banks were represented by Brian Wright and Thomas Meagher of Fasken Martineau DuMoulin.