Quebecor Media Completes Refinancing

On January 17, 2006, Quebecor Media Inc., one of Canada's largest diversified media companies, completed a refinancing plan comprised of a private placement in the US and Canada of US$525 million of its 7 3/4 per cent senior notes due 2016 (with registration rights), and a new senior secured credit facility consisting of a five-year $100 million revolving credit facility, a five-year $125 million term loan A facility, and a seven-year US$350 million term loan B facility. The proceeds of these transactions were used to fund Quebecor Media's tender offers in the US pursuant to which it repurchased over US$835 million aggregate principal amount of its outstanding 11 1/8 per cent senior notes due 2011 and its 13 3/4 per cent senior discount notes due 2011, and to repay and terminate its existing credit facility. The placement of senior notes was led by Citigroup Global Markets Inc., Banc of America Securities LLC and Credit Suisse First Boston LLC, as joint book-running managers.

The transactions were led in-house by Frédéric Despars, senior director, legal affairs, and Martin Corbo, legal counsel, financing and M&A. Ogilvy Renault LLP acted as counsel to Quebecor Media on both US law and Canadian law matters with a team comprised of Marc Lacourcière, Andrew Bleau, and Pete Wiazowski (corporate and securities), Robert Borduas, Martin Thériault and Michèle Friel (bank debt), Jules Charette (tax) and Steve Tenai (regulatory). Amanda Holt and Marnie Metsch of Ropes & Gray LLP advised Quebecor Media with respect to US tax matters.

The joint book-running managers for the senior notes offering were represented on Canadian law matters by Davies Ward Phillips & Vineberg LLP with a team that included Maryse Bertrand, Patricia Olasker and David Torralbo (corporate and securities) and Siobhan Monaghan and John Zinn (tax), and on US law matters by Shearman & Sterling LLP with a team that included Christopher Cummings, Adam Givertz, Matt Cumming and Lawrence Taylor. The team from Shearman & Sterling also represented the dealer-manager in the tender offers, Citigroup Corporate and Investment Banking.

Bank of America, NA, as agent under the new senior secured credit facility, was represented on Canadian law matters by Stikeman Elliott LLP with a team that included Jean Lamothe, Caroline Boutin and Anna Romano (banking) and Frank Mathieu (tax).