Quebecor Media Completes $325M Private Placement

On January 5, 2011, Quebecor Media Inc. completed the institutional private placement in Canada and the United States of $325-million aggregate principal amount of its 7.375 per cent Senior Notes due 2021. This transaction marked Quebecor Media's inaugural Canadian dollar high-yield debt offering, adding to an established presence in the US dollar high-yield debt market. As a result of the oversubscription of the offering and favourable financing terms, Quebecor Media upsized its initially contemplated offering. Credit rating upgrades received prior to the pricing of the offering from Standard & Poor's and Moody's demonstrate the improved credit profile of Quebecor Media.

Quebecor Media intends to use the net proceeds of this offering to effect a contribution to its subsidiary Sun Media Corporation (or its affiliate), which will use these proceeds to finance the redemption and retirement of the US$205 million outstanding of Sun Media's 7.625 per cent Senior Notes due 2013, and to finance the settlement and termination of related hedging contracts. Quebecor Media will use the remainder of the net proceeds of the offering for general corporate purposes. The private placement of the Senior Notes was led by Scotia Capital Inc., TD Securities Inc. and National Bank Financial Inc. as joint book-running managers.

Quebecor Media was represented by Martin Corbo, Director, Legal Affairs, Financing and M&A; and Christian Marcoux, Director, Compliance. Ogilvy Renault LLP acted as Canadian and US counsel to Quebecor Media. Ogilvy Renault's team included Peter Wiazowski, Amélie Métivier, Gillett Bradley and Mathieu Deschamps (corporate and securities); Martin Thériault (banking) and Jules Charette (tax). Steven Rosenthal and Sara Clevering of Ropes & Gray LLP in Boston advised Quebecor Media with respect to United States tax matters.

The joint book-running managers were represented by Davies Ward Phillips & Vineberg LLP on Canadian and US law matters with a team that included David Torralbo, Sébastien Roy and Christopher Karambatsos (corporate and securities) and Fred Purkey (Canadian tax) in Montréal and Scott Tayne (US securities) and Candice Turner (US tax) in New York.


Peter J. Wiazowski Scott Tayne Martin Corbo Candice Turner Jules Charette Chris Karambatsos David Torralbo Mathieu Deschamps


Norton Rose Fulbright Canada LLP Ropes & Gray LLP Davies Ward Phillips & Vineberg LLP