April 13, 2015

Postmedia Network Inc. Completes Acquisition of Sun Media English Language Newspapers and Digital Properties

Goodmans represented Postmedia Network Inc. (Postmedia) in connection with the acquisition of Sun Media Corporation’s (Sun Media) English language newspapers and speciality publications, as well as digital properties including the Sun chain of dailies, consisting of The Toronto Sun, The Ottawa Sun, The Winnipeg Sun, The Calgary Sun and The Edmonton Sun, as well as The London Free Press and the free 24 Hours dailies in Toronto and Vancouver, from Quebecor Media Inc. (the Sun Media Acquisition). The purchase price was $316 million in cash less $10.5 million for customary adjustments and adjustments related to real estate properties sold by Sun Media prior to closing.

In connection with the closing of the Sun Media Acquisition, Postmedia Network Canada Corp. (PNCC), the holding company that owns Postmedia, issued 240,972,226 variable voting shares in exchange for equity subscription receipts issued in connection with the previously announced rights offering (the Rights Offering), for aggregate proceeds of $173.5 million. GoldenTree Asset Management LP (Goldentree) backstopped the Rights Offering pursuant to the standby purchase agreement entered into with PNCC. In addition, PNCC has issued $139,303,000 of its 8.25 per cent Senior Secured Notes due 2017 (the Notes) in exchange for debt subscription receipts issued in October, 2014, in contemplation of the transaction. The net proceeds from the issuance of the Notes and from the Rights Offering, together with the net proceeds related to the sale of the Montreal Gazette production facility and corporate cash, were used by PNCC to finance the Sun Media Acquisition.

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.

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Postmedia Network Inc. Completes Acquisition of Sun Media English Language Newspapers and Digital Properties

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