Quebecor World Accepts CDN$400 Million Rescue Financing Proposal from Quebecor Inc. and Tricap Partners Ltd.
14 Enero 2008 - 5:48PM
Marketwired
MONTREAL, QUEBEC (NYSE: IQW) announced today that it has
accepted a CDN$400 million rescue financing proposal submitted
jointly by Quebecor Inc. and Tricap Partners Ltd., a private equity
fund managed by Brookfield Asset Management Inc. Following a
careful review of the proposal, a special committee composed of the
independent directors of Quebecor World has concluded that
accepting the proposal is in the best interests of the Company and
its stakeholders.
The proposal contemplates an interim financing facility of
CDN$200 million, which will be made available to the Company in
accordance with its cash flow needs, subject to receipt (or waiver)
prior to 9:00 pm on January 16, 2008 of the required consents and
certain other agreements of the Company's lenders and the sponsors
of its securitization programs. There is no assurance all the
consents and approvals will be received on a timely basis.
The rescue proposal further contemplates that on or prior to
March 31, 2008, the CDN$200 million interim facility will be
replaced by a recapitalization plan comprised of an aggregate
CDN$400 million issuance of Senior Secured Notes due 2012 to
Quebecor Inc. and Tricap Partners as well as the issuance to
Quebecor Inc. and Tricap Partners of a number of the Company's
subordinate voting shares representing 75% of the aggregate equity
of Quebecor World on a fully diluted basis (assuming the proposed
conversion of all outstanding preferred shares into subordinate
voting shares). Completion of the recapitalization plan is subject
to a number of conditions, including, but not limited to, the
approval of the financing plan by holders of certain debt
securities issued by Quebecor World, the conversion of all Series 5
preferred shares and Series 3 preferred shares into subordinate
voting shares and receipt of all required regulatory and other
approvals and settlement of definitive documentation. In addition,
the rescue proposal specifically contemplates that the consent of
the holders of the Company's debt securities maturing in 2008, 2013
and 2027 must be obtained and Quebecor Inc. and Tricap Partners
have informed Quebecor World that they intend to commence
discussions with these holders immediately.
As the transaction involves a related party, namely Quebecor
Inc., and the aggregate number of subordinate voting shares
issuable in connection with the recapitalization plan will exceed
the maximum number of securities issuable without security holder
approval under the rules of the Toronto Stock Exchange (the "TSX"),
Quebecor World intends to rely on an exemption from the security
holder approval requirements and formal valuation requirements
provided for under applicable securities laws and the rules of the
TSX on the basis of the Company's financial situation. Upon the
recommendation of the special committee of independent directors,
who are free from any interest in the transactions and are
unrelated to any of the parties involved in the transactions, the
Board of Directors of Quebecor World has made the required
determination based on Quebecor World's financial situation, that
the transactions are designed to improve its financial situation
and are reasonable in the circumstances, and it has authorized
Quebecor World to make the necessary applications to the TSX in
order to benefit from such exemption and to list the shares
issuable to Quebecor Inc. and Tricap Partners.
Quebecor World also announced today that in connection with the
waivers obtained from its banking syndicate and the sponsors of its
North American securitization program announced on December 31,
2007, it has requested a further waiver from such lenders and
sponsors extending to January 21, 2008, the date by which it must
obtain U.S.$125 million of new financing.
Forward looking statements
This press release may include "forward-looking statements" that
involve risks and uncertainties. All statements other than
statements of historical facts included in this press release,
including statements regarding the prospects of the industry and
prospects, plans, financial position and business strategy of
Quebecor World Inc. (the "Company"), may constitute forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 and Canadian securities legislation
and regulations. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as "may,"
"will," "expect," "intend," "estimate," "anticipate," "plan,"
"foresee," "believe" or "continue" or the negatives of these terms
or variations of them or similar terminology. Although the Company
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that these
expectations will prove to have been correct. Forward-looking
statements do not take into account the effect that transactions or
non-recurring or other special items announced or occurring after
the statements are made have on the Company's business. For
example, they do not include the effect of dispositions,
acquisitions, other business transactions, asset writedowns or
other charges announced or occurring after forward-looking
statements are made.
Investors and others are cautioned that undue reliance should
not be placed on any forward-looking statements. For more
information on the risks, uncertainties and assumptions that could
cause the Company's actual results to differ from current
expectations, please refer to the Company's public filings
available at www.sedar.com, www.sec.gov and www.quebecorworld.com.
In particular, further details and descriptions of these and other
factors are disclosed in the "Risks and Uncertainties related to
the Company's business" section of the Company's Management's
Discussion and Analysis for the year ended December 31, 2006, and
the "Risk Factors" section of the Company's Annual Information Form
for the year ended December 31, 2006.
The forward-looking statements in this press release reflect the
Company's expectations as of January 14, 2008 and are subject to
change after this date. The Company expressly disclaims any
obligation or intention to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, unless required by the applicable securities
laws.
About Quebecor World
Quebecor World Inc. (TSX: IQW) (NYSE: IQW) is a world leader in
providing high-value, complete marketing and advertising solutions
to leading retailers, catalogers, branded-goods companies and other
businesses with marketing and advertising activities, as well as
complete, full-service print solutions for publishers. The Company
is a market leader in most of its major product categories, which
include advertising inserts and circulars, catalogs, direct mail
products, magazines, books, directories, digital premedia,
logistics, mail list technologies and other value-added services.
Quebecor World has approximately 28,000 employees working in more
than 115 printing and related facilities in the United States,
Canada, Argentina, Austria, Belgium, Brazil, Chile, Colombia,
Finland, France, India, Mexico, Peru, Spain, Sweden, Switzerland
and the United Kingdom.
Web address: www.quebecorworld.com
Contacts: Quebecor World Inc. Tony Ross Vice President,
Communications 514-877-5317 800-567-7070 Quebecor World Inc. Roland
Ribotti Vice President, Investor Relations and Assistant Treasurer
514-877-5143 800-567-7070
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