Verizon Signs Agreement for Bain Capital to Acquire Directory Operations in Canada

NEW YORK - Verizon Communications Inc. (NYSE:VZ) today announced the signing of a definitive agreement to sell its directory operations in Canada to Bain Capital, a global private investment firm, for $1.54 billion U.S. ($1.985 billion CDN). The agreement is subject to regulatory approvals and is expected to be completed by the end of 2004.

The directory operations, SuperPages Canada, is the country's second-largest directories publisher and is the official TELUS directory publisher in Western Canada, where its directories enjoy strong market share positions and loyal customer relationships. Online directory operations are also included in the transaction. An affiliate of Verizon Information Services, SuperPages Canada had revenues of $293 million U.S. ($379 million CDN) in 2003. After the transaction, the company will continue to use the SuperPages brand name.

"SuperPages Canada is a highly regarded, stable franchise with an outstanding history of service to its customers," said Ian Loring, a Managing Director at Bain Capital. "Our firm has a track record of success in purchasing well-positioned, 'non-core' units of major corporations, and partnering with an experienced management team to grow the business and its competitive position in the marketplace. We look forward to repeating that success with SuperPages Canada."

Verizon Information Services President Kathy Harless said, "The sale enables VIS to concentrate even more intently on our U.S. operations, where the company is aggressively introducing a number of Internet and cell-phone-based yellow pages advertising options."

"We are energized by the opportunity to work with the SuperPages Canada management team to continue to realize the many growth opportunities for the company," said Andrew Balson, a Managing Director at Bain Capital. "The company has a quality product that delivers strong results for customers, and an excellent sales force that fosters long-term relationships by providing top-notch service. This will provide us with an opportunity to leverage the experience and success we have had with SEAT, the Italian yellow pages business."

The SuperPages Canada team and Bain will work closely together over the next few months to provide a seamless transition that will ensure no negative impact on customers.

Verizon's financial advisor for the transaction was J. P. Morgan Securities Inc., and O'Melveney & Myers LLP acted as primary outside legal advisor. Bain Capital's legal advisor was Ropes & Gray LLP. SuperPages Canada comprises GTE's former Dominion Directory Services and the Canadian directories operations purchased from TELUS in 2001 for $520 million U.S. ($810 million CDN).

Verizon Communications

A Dow 30 company, Verizon Communications (NYSE:VZ) is one of the world's leading providers of communications services, with approximately $68 billion in annual revenues. Verizon companies are the largest providers of wireline and wireless communications in the United States. Verizon is also the largest directory publisher in the world, as measured by directory titles and circulation. Verizon's international presence includes wireline and wireless communications operations and investments, primarily in the Americas and Europe. For more information, visit www.verizon.com.

Bain Capital

Bain Capital (www.baincapital.com) is a global private investment firm that manages several pools of capital including private equity, high-yield assets, mezzanine capital and public equity with more than $20 billion ($26 billion CDN) in assets under management. The firm has strong experience in a variety of industries, including media, communications and information, and with "carve-out" transactions involving the purchase of non-core businesses or assets of corporations. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in over 225 companies around the world, including SEAT, the Italian yellow pages publisher, Houghton Mifflin, Domino's Pizza, Loews Cineplex Entertainment and Ameritrade. The firm has also been an active and successful investor in Canada for many years through such investments as Sleep Country Canada, Shopper's Drug Mart and Bombardier Recreational Products. Headquartered in Boston, Bain Capital has offices in New York, London and Munich.

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