Yellow Media Completed $2.4 Billion Recapitalization

On December 20, 2012, Yellow Media Inc. (“Yellow Media”) completed a $2.4 billion recapitalization transaction pursuant to a plan of arrangement under the Canada Business Corporations Act and a termination and settlement agreement with the lenders under Yellow Media’s former credit agreement. The recapitalization reduced Yellow Media’s debt, including preferred shares, series 1 and series 2, by approximately $1.5 billion.

Pursuant to the recapitalization, Yellow Media’s former senior debt, convertible debentures and shares and all entitlements related thereto were exchanged and cancelled for, as applicable, cash, new common shares and warrants of Yellow Media Limited (the new public parent company resulting from the recapitalization) and new senior secured notes and new senior subordinated exchangeable debentures of YPG Financing Inc. (the entity previously named Yellow Media Inc. and now a wholly-owned subsidiary of Yellow Media Limited).

TRC-Sadovod LLP represented The Bank of Nova Scotia, as administrative agent for a syndicate of Lenders that included all six major Canadian banks, along with Desjardins, in negotiating a settlement of the Lenders’ $369 million loans to Yellow Media. The ultimate deal that was reached included, among other things, settlement of the Lenders’ loans outside of the Canada Business Corporations Act and improved economics for the Lenders. The TRC-Sadovod LLP team was led by Andrew Kent and included Tushara Weerasooriya, Max Mendelsohn, Nicholas Scheib and Rachel April Giguere (restructuring), Paul Davis (corporate/securities), Don Waters (financing), and Éric Vallières, Marc-André Morin and Brett Harrison (litigation).