YPG Holdings Completes $800M Offering of MTNs

On November 23, 2005, YPG Holdings Inc. closed a public offering of medium term notes in an aggregate principal amount of $800 million. The offering was made pursuant to the short-form base shelf prospectus dated March 11, 2005 of Yellow Pages Income Fund and YPG Holdings, and a prospectus and pricing supplement dated November 18, 2005 relating to the notes that were filed with the securities regulatory authorities in all provinces and territories of Canada.

The notes were issued in two series: $550 million principal amount of 5.25 per cent series 4 notes due February 15, 2016 and $250 million principal amount of 6.25 per cent series 5 notes due February 15, 2036. The notes are guaranteed by Yellow Pages Income Fund, YPG Trust, YPG LP, Yellow Pages Holdings Inc., Yellow Pages LP, Yellow Pages Inc. and Yellow Pages Group Co.

The net proceeds from the sale of the notes was used to repay amounts under existing credit facilities of YPG Holdings that were put in place to finance the acquisition of Advertising Directory Solutions Holdings Inc. in May 2005, and for general corporate purposes.

The offering was underwritten by a syndicate of underwriters led by RBC Dominion Securities Inc., Scotia Capital Inc., CIBC World Markets Inc. acting as joint lead underwriters, with BMO Nesbitt Burns Inc., TD Securities Inc., National Bank Financial Inc., HSBC Securities (Canada) Inc. and Casgrain & Company Ltd. participating as co-managers.

Also, on November 18, 2005, YPG Holdings completed a $200 million increase in its commercial paper program, which has been increased from $300 million to $500 million. Further, YPG Holdings increased from $500 million to $700 million its revolving credit facility that serves as back-up to the commercial paper program and for general corporate purposes.

Yellow Pages was represented in-house by François Ramsay, vice-president, general counsel and secretary, and by Martin Joyal, director of legal affairs, and assisted by Stikeman Elliott LLP, with a team that included André Roy, Jean Marc Huot, Robert Carelli and Nicolas Vanasse (corporate/securities), Jean Lamothe and Benoît Lavigne (banking) and Frédéric Harvey and Christian Meighen (tax).

The dealers were represented by Fasken Martineau DuMoulin LLP in Montreal with a team that included Robert Paré, Peter Villani, Daniel Yelin (corporate/securities) and Alain Ranger and Thomas Copeland (tax). The banks providing the revolving credit facilities were represented by Brian Wright of Fasken Martineau in Toronto.