Postmedia Announces Completion of Rights Offering
2015年3月18日 - 9:30PM
ビジネスワイヤ(英語)
Postmedia Network Canada Corp. (“Postmedia” or the “Company”)
announced today that it has completed its rights offering (the
“Rights Offering”) in connection with the proposed Sun Media
Acquisition (as defined below), which was previously announced on
October 6, 2014.
A total of 240,972,226 subscription receipts (the “Subscription
Receipts”), at a subscription price of $0.72 per Subscription
Receipt, were issued in connection with the Rights Offering, for
aggregate proceeds of $173.5 million. A total of 200,084,396
Subscription Receipts were subscribed for by rights holders
pursuant to the basic subscription privilege attached to each
Right. In addition to exercising its basic subscription privilege
in full, GoldenTree Asset Management LP (“GoldenTree”), on behalf
of certain funds and accounts for which it serves as investment
manager (the “GoldenTree Funds”), exercised its additional
subscription privilege for all the remaining Subscription Receipts
that were not subscribed for by other holders under the Rights
Offering. Due to the exercise of the additional subscription
privilege by GoldenTree, it will not be necessary for the
GoldenTree Funds to take up any Subscription Receipts pursuant to
the standby purchase agreement that it entered into with the
Company (the “Standby Purchase Agreement”).
The Subscription Receipts will be automatically exchanged for
variable voting shares of the Company upon the satisfaction of
certain conditions, including, among others, the satisfaction of
all conditions of the Company’s previously announced acquisition of
Sun Media Corporation’s English language newspapers and specialty
publications as well as digital properties (the “Sun Media
Acquisition”) and the issuance of $140 million principal amount of
8.25% Senior Secured Notes due 2017 of Postmedia Network Inc. (the
“Note Issuance”) pursuant to a subscription receipt indenture dated
as of October 6, 2014 (collectively, the “Release Conditions”). The
proceeds of the Note Issuance, together with the net proceeds of
the Rights Offering, the net proceeds related to the sale of the
Montreal Gazette production facility and corporate cash, will be
used by the Company to finance the Sun Media Acquisition. If the
Release Conditions are not satisfied or waived, as applicable, on
or before June 26, 2015 (as such date may be extended pursuant to
the agreement governing the Subscription Receipts), and in certain
other limited circumstances as described in the final prospectus
for the Rights Offering, the subscription funds will be returned to
investors and the Subscription Receipts will be cancelled.
Upon exchange of the Subscription Receipts for variable voting
shares, Postmedia expects a total of approximately 281.2 million
voting shares and variable voting shares, in the aggregate, will be
issued and outstanding. Based on the results of the Rights
Offering, the GoldenTree Funds will not own shares carrying 33 1/3%
or more of the outstanding voting rights in respect of all of the
issued and outstanding shares of the Company, and therefore, in
accordance with the Standby Purchase Agreement, GoldenTree will not
be required to enter into a voting restriction agreement to limit
the number of votes that they will be entitled to cast at any
meeting of Postmedia shareholders.
Further details concerning the Rights Offering and the Standby
Purchase Agreement are contained in the final prospectus, which has
been filed on SEDAR at www.sedar.com.
This press release is not an offer to sell or the solicitation
of an offer to buy Rights, Subscription Receipts or variable voting
shares. Such securities may not be offered or sold in the United
States absent registration under the United States Securities Act
of 1933, as amended, or an applicable exemption from the
registration requirements.
Note: All dollar amounts are expressed in Canadian dollars.
About Postmedia Network Canada Corp.
Postmedia Network Canada Corp. (TSX:PNC.A, PNC.B) is the holding
company that owns Postmedia Network Inc., the largest publisher by
circulation of paid English-language daily newspapers in Canada,
representing some of the country’s oldest and best known media
brands. Reaching millions of Canadians every week, Postmedia
engages readers and offers advertisers and marketers integrated
solutions to effectively reach target audiences through a variety
of print, online, digital, and mobile platforms.
Forward-Looking Information
This news release may include information that is
“forward-looking information” under applicable Canadian securities
laws and “forward-looking statements” within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995. The Company
has tried, where possible, to identify such information and
statements by using words such as “believe,” “expect,” “intend,”
“estimate,” “anticipate,” “may,” “will,” “could,” “would,” “should”
and similar expressions and derivations thereof in connection with
any discussion of future events, trends or prospects or future
operating or financial performance. Forward-looking statements in
this news release include statements with respect to the Sun Media
Acquisition and the satisfaction of the Release Conditions. By
their nature, forward-looking information and statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. These risks
and uncertainties include, among others, the possibility that the
Sun Media Acquisition will not close (including, without
limitation, as a result of the failure to gain regulatory
approvals) and the satisfaction of the Release Conditions. For a
complete list of our risk factors please refer to the section
entitled “Risk Factors” contained in our annual management’s
discussion and analysis for the years ended August 31, 2014, 2013
and 2012. Although the Company bases such information and
statements on assumptions believed to be reasonable when made, they
are not guarantees of future performance and actual results of
operations, financial condition and liquidity, and developments in
the industry in which the Company operates, may differ materially
from any such information and statements in this press release.
Given these risks and uncertainties, undue reliance should not be
placed on any forward- looking information or forward-looking
statements, which speak only as of the date of such information or
statements. Other than as required by law, the Company does not
undertake, and specifically declines, any obligation to update such
information or statements or to publicly announce the results of
any revisions to any such information or statements.
Postmedia Network Canada Corp.Media:Phyllise Gelfand,
(416) 442-2936Vice President,
Communicationspgelfand@postmedia.comorInvestor:Doug Lamb,
(416) 383-2325Executive Vice President and Chief Financial
Officerdlamb@postmedia.com
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