An anonymous director reports

TVA GROUP INC. ANNOUNCES NEW CREDIT FACILITIES

TVA Group Inc., in which Quebecor Media Inc. (QMI) holds a 68.37-per-cent interest, has entered into an agreement for a new $120-million revolving credit facility maturing on June 15, 2025, with QMI as the lender. TVA Group also entered into a new $20-million demand credit facility with the National Bank of Canada (the NBC facility). Concurrently, the corporation terminated its bank facility consisting of a $75-million secured syndicated revolving credit facility maturing on Feb. 24, 2024.

This refinancing will provide TVA Group with greater operating flexibility by providing it with increased borrowing capacity, less restrictive covenants and a longer tenor, while maintaining the same interest rate as the bank facility terminated by the corporation.

Related party transaction and approval process by the board of directors of the corporation

As QMI is the controlling shareholder of TVA Group, the execution of a credit agreement between TVA Group and QMI is a related party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. TVA Group relied on the exemptions from the formal evaluation and minority shareholder approval requirements set out in sections 5.4(1) and 5.7(1)f(i) of MI 61-101, and QMI relied on sections 5.4(1) and 5.7(1)(a) of MI 61-101.

The QMI credit facility was approved unanimously by the board of directors of the corporation and by the independent members of the board, who determined that the QMI credit facility was obtained by the corporation on reasonable commercial terms not less favourable to the corporation than if it had been obtained from a person dealing at arm's length with the corporation.

Neither the corporation nor any of its directors or officers is aware of any prior valuation (within the meaning of MI 61-101) of the corporation that relates to the subject matter of the transactions described in this press release or is otherwise relevant to the transactions completed during the period specified in MI 61-101.

The corporation did not file a material change report at least 21 days prior to the signing of the credit facilities, which the corporation deems reasonable in the circumstances so as to be able to avail itself of the QMI credit facility and the increased flexibility it affords in an expeditious manner. The corporation will file a material change report containing all the prescribed disclosures relating to this related party transaction within the required time frame.

Key covenants and terms of the QMI credit facility

The credit agreements governing the credit facilities contain covenants customary for facilities of this type. The obligations to the lenders under the credit facilities are secured by liens on the universality of the movable property of the corporation and certain subsidiaries, as well as an immovable hypothec on the corporation's head office building. The corporation intends to use the credit facilities for general corporate purposes.

The QMI credit facility is not convertible, directly or indirectly, into equity or voting securities of the corporation or any of its subsidiaries, or otherwise participating in nature, or repayable (as to principal or interest) directly or indirectly, in equity or voting securities of the corporation or any of its subsidiaries.

Expected impact on QMI's equity interest in TVA Group

As the QMI credit facility meets the following conditions: (A) it is not convertible, directly or indirectly, into equity or voting securities of TVA Group or any of its subsidiaries, or otherwise participating in nature; and (B) neither the principal nor the interest is payable, directly or indirectly, in equity or voting securities of TVA Group or any of its subsidiaries, no effect is anticipated on QMI's equity interest in TVA Group.

About TVA Group Inc.

TVA Group, a subsidiary of Quebecor Media, is a communications company engaged in the broadcasting, film production and audiovisual services, international production and distribution of television content, and magazine publishing industries. TVA Group is North America's largest broadcaster of French-language entertainment, information and public affairs programming and one of the largest private-sector producers of French-language content. It is also the largest publisher of French-language magazines and publishes some of the most popular English-language titles in Canada. The corporation's Class B shares are listed on the Toronto Stock Exchange under the ticker symbol TVA.B.

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