Groupe Aeroplan Inc. Announces $175 Million Senior Secured Notes Offering



    MONTREAL, April 9 /CNW Telbec/ - Groupe Aeroplan Inc. (TSX: AER) (the
"Corporation") announced today an offering of $175 million principal amount of
9% Senior Secured Notes Series 1 maturing on April 23, 2012 (the "Notes"). The
transaction was upsized from the original amount of $150 million. The offering
of the Notes is expected to close on April 23, 2009, subject to customary
closing conditions.
    The syndicate of underwriters is led by TD Securities Inc. and RBC
Dominion Securities Inc. and includes CIBC World Markets Inc., Scotia Capital
Inc., BMO Nesbitt Burns Inc., Desjardins Securities Inc., HSBC Securities
(Canada) Inc. and Merrill Lynch Canada Inc.
    The Notes will bear interest at the rate of 9% per annum and the interest
on the Notes will be payable semi-annually in arrears on April 23 and October
23 of each year, commencing on October 23, 2009. The Notes will be secured by
certain present and future undertakings, property and assets of the
Corporation and certain of its subsidiaries, and will be direct secured debt
obligations of the Corporation ranking equally and pari passu, including with
respect to security interests, with all other present and future
unsubordinated indebtedness for borrowed money of the Corporation or Aeroplan
Canada Inc., as the case may be.
    The Notes have been assigned credit ratings of BBB with a stable trend by
DBRS Limited and BBB- with a stable outlook by Standard & Poors Ratings
Services.
    Net proceeds from the offering will be used for the prepayment of a
portion of the amended and restated bridge facility of the Corporation entered
into on June 25, 2008 and which matures (prior to the exercise of any
extension options) on June 19, 2009.
    The Notes are being offered publicly in Canada pursuant to the Amended
and Restated Short Form Base Shelf Prospectus dated March 26, 2009 and a
Prospectus Supplement relating to the Notes which will be filed by the
Corporation with the securities regulatory authorities in all provinces and
territories in Canada.
    The Notes have not been and will not be registered under the United
States Securities Act of 1933, as amended, and any state securities laws, and
may not be offered, sold or delivered within the United States or to, or for
the account or benefit of, U.S. persons except in transactions exempt from the
registration requirements of the United States Securities Act of 1933 and
applicable state securities laws. This news release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of the Notes in any state in which such offer, solicitation or sale would
be unlawful.

    Caution Concerning Forward-Looking Statements

    Certain statements in this news release may contain forward-looking
statements. Forward-looking statements, by their nature, are based on
assumptions and are subject to important risks and uncertainties. Any
forecasts or forward-looking predictions or statements cannot be relied upon
due to, amongst other things, changing external events and general
uncertainties of the business and its corporate structure. Results indicated
in forward-looking statements may differ materially from actual results for a
number of reasons, including without limitation, risks related to the business
and the industry, dependency on top four commercial partners that purchase
loyalty marketing services, including Aeroplan Miles, Air Canada or travel
industry disruptions, Air Canada liquidity issues, airlines industry changes
and increased airline costs, reduction in activity, usage and accumulation of
Aeroplan Miles, retail market/economic downturn, greater than expected
redemptions for rewards, industry competition, supply and capacity costs,
unfunded future redemption costs, failure to safeguard databases and consumer
privacy, consumer privacy legislation, changes to the Aeroplan and Nectar
Programs, seasonal nature of the business, other factors and prior
performance, regulatory matters, VAT appeal, reliance on key personnel, labour
relations and pension liability, technological disruptions and inability to
use third party software, failure to protect intellectual property rights,
currency fluctuations, interest rate and currency fluctuations, leverage and
restrictive covenants in current and future indebtedness, dilution of the
Corporation's shareholders, uncertainty of dividend payments, level of
indebtedness-refinancing risk, managing growth, as well as the other factors
identified throughout the Management Discussion & Analysis on file with the
Canadian Securities regulatory authorities. The forward-looking statements
contained in this discussion represent the Corporation's expectations as of
April 9, 2009, and are subject to change after such date. However, the
Corporation disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future
events or otherwise, except as required under applicable securities
regulations.

    About Groupe Aeroplan Inc.

    Groupe Aeroplan Inc. is a leading international loyalty management
corporation. Groupe Aeroplan owns Aeroplan, Canada's premier loyalty program
and Nectar, the United Kingdom's leading coalition loyalty program. In the
Gulf Region, Groupe Aeroplan owns 60 per cent of Rewards Management Middle
East, the operator of Air Miles programs in the United Arab Emirates, Qatar
and Bahrain. Groupe Aeroplan also operates LMG Insight & Communication, a
customer-driven insight and data analytics business offering worldwide
services to retailers and their suppliers.
    For more information about Groupe Aeroplan, please visit www.
groupeaeroplan.com.




For further information:

For further information: Media: Michèle Meier, (514) 205-7028,
michele.meier@aeroplan.com; JoAnne Hayes, (416) 352-3706,
joanne.hayes@aeroplan.com; Analysts: Trish Moran, (416) 352-3728,
trish.moran@aeroplan.com


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