i still touch base with him. you should check out Dex Media (this company post merger) and yellow media.

http://investorshub.advfn.com/Dex-Media-DXM-26593/

moving to dex media

Approved - new co(s) emerge
A thus it begins again... a better future ahead?
More of the same?

april 29 is not that far off.

I feel dumber for watching your video.

It did not mention:

1. Anything to do with the dismal ratio of price to free cash flow
2. Anything to do with the merger
3. Anything to do with creditor support and debt repayment timeline extension.

and with that, i hope that other people who are considering watching your video read this instead.

watch and learn. 10-bagger

SPMD Video Chart 3/6/2013

http://www.missionir.com/videos.html

fernando is still around.

last message board post i saw him put down was on stockhouse under yellow media.

OT ....What happened to DREXION ..FERNANDO

Five Percent Holders
The following table sets forth information regarding the number and percentage of shares of common stock held by all persons and entities known by SuperMedia to beneficially own 5% or more of SuperMedia’s outstanding common stock. The information regarding beneficial ownership of common stock by the entity identified below is included in reliance on reports filed by the entities with the Securities and Exchange Commission, except that the percentage is based upon SuperMedia’s calculations made in reliance upon the number of shares reported to be beneficially owned by the entity in such report and SuperMedia’s number of shares of common stock outstanding on January 25, 2013. SuperMedia knows of no other stockholder holding 5% or more of SuperMedia’s common stock.

Name and Address of Beneficial Owner

Amount and
Nature of
Beneficial
Ownership Percent
of Class
Paulson & Co. Inc. (1)

2,607,506 16.8 %
1251 Avenue of the Americas, 50th Floor


New York, New York 10020


Restructuring Capital Associates, L.P (2)

1,691,766 10.8 %
2 Stamford Plaza, Suite 1501


281 Tresser Boulevard


Stamford, Connecticut 06901


Schultze Asset Management, LLC (3)

1,403,918 9.1 %
3000 Westchester Avenue


Purchase, NY 10577


Hayman Capital Management, L.P. (4)

1,560,941 9.96 %
2101 Cedar Springs Road


Suite 1400


Dallas, Texas 75201

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9068231

QUESTIONS AND ANSWERS
The following are some questions that you, as a stockholder of either Dex One or SuperMedia, may have regarding the merger agreement, the transaction, the financing amendments, the prepackaged plans, and the special meetings of stockholders and the answers to those questions. Dex One and SuperMedia urge you to read the remainder of this document carefully because the information in this section does not provide all the information that might be important to you in determining how to vote on the various proposals. Additional important information is also contained in the appendices to, and the documents incorporated by reference into, this document.
General

Q: What is the transaction being proposed?

A: The transaction being proposed is a stock-for-stock merger between Dex One and SuperMedia under the terms of a merger agreement that is described in this document. First, the merger agreement provides for Dex One to merge with and into its direct, wholly owned subsidiary, Dex Media, with Dex Media surviving the merger. This merger is sometimes referred to in this document as the “Dex One merger.” Second, immediately following the consummation of the Dex One merger, the merger agreement provides for the merger of Spruce Acquisition Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Dex Media, with and into SuperMedia, with SuperMedia surviving the merger as a direct wholly owned subsidiary of Dex Media. This merger is sometimes referred to in this document as the “SuperMedia merger.” As a result of the mergers, SuperMedia will be a direct wholly-owned subsidiary of Dex Media. This series of mergers is referred to herein as the “mergers” or the “transaction.” A copy of the merger agreement is attached to this document as Appendix A.

Q: What are the financing amendments?

A: It is a condition to consummating the transaction in an out of court process that three of Dex One’s wholly owned subsidiaries, RHDI, DME and DMW, which are borrowers under their respective secured credit facilities, and SuperMedia obtain approval from their respective senior secured lenders to amend and restate their respective senior secured credit facilities. For the RHDI, DME and DMW secured credit facilities, the maturity dates will be extended from October 24, 2014 to December 31, 2016. The maturity date of the SuperMedia secured credit facility will be extended from December 31, 2015 to December 31, 2016. The interest rate spreads under the amended and restated credit facilities will be revised in accordance with the table below. For additional information regarding the various secured credit facilities, please refer to “Description of Certain Indebtedness.”

Credit Facility

Current Interest Rate Spreads
Amended and Restated Interest
Rate Spreads
DME Credit Facility Leverage
Ratio: ABR

Spread Eurodollar

Spread Eurodollar Spread: 3.00%

ABR Spread: 2.00%

³ 2.75x 1.50 % 2.50 %
³ 2.50x
but
<2.75x
1.25 % 2.25 %
<2.50x 1.00 % 2.00 %
DMW Credit Facility Leverage
Ratio: ABR
Spread Eurodollar
Spread Eurodollar Spread: 5.00%

ABR Spread: 4.00%

³ 2.75x 3.50 % 4.50 %
³ 2.50x but
<2.75x
3.25 % 4.25 %
<2.50x 3.00 % 4.00 %

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Credit Facility

Current Interest Rate Spreads
Amended and Restated Interest
Rate Spreads
RHDI Credit Facility Leverage
Ratio: ABR
Spread Eurodollar
Spread Eurodollar Spread: 6.75%

ABR Spread: 5.75%

³ 4.25x 5.25 % 6.25 %
<4.25x 5.00 % 6.00 %
SuperMedia Credit Facility

ABR
Spread

Eurodollar
Spread

Eurodollar Spread: 8.60%

ABR Spread: 7.60%
8.00 % 7.00 %

Q: What are the prepackaged plans?

A: The prepackaged plans are an alternative means by which to consummate the transaction, including the financing amendments, through Chapter 11 cases. In the event that either Dex One or SuperMedia is unable to obtain unanimous lender approval or the approval of holders of a majority of its common stock to consummate the transaction outside of court, Dex One or SuperMedia, as applicable, may seek confirmation of the prepackaged plans in Chapter 11 cases. At this time, neither Dex One nor SuperMedia has taken any action approving a bankruptcy filing. A copy of the Dex One prepackaged plan is attached to this document as Appendix F and a copy of the SuperMedia prepackaged plan is attached to this document as Appendix G. For a more detailed description of the prepackaged plans, see “The Prepackaged Plans.” A description of the votes required to accept the prepackaged plans is included later in this “Questions and Answers” section.

Q: What are the primary costs, disadvantages and advantages of consummating the transaction through the prepackaged plans rather than outside of court?

A: Consummating the transaction through the prepackaged plans adds extra costs and uncertainties inherent in the bankruptcy process. The costs of the bankruptcy process could be material and could include both direct costs, including fees paid to attorneys and professionals, and indirect costs, such as adverse impacts on customer relations. In addition, there can be no assurance that the Bankruptcy Court will confirm the prepackaged plans.
On the other hand, consummating the transaction through the prepackaged plans provides several benefits to Dex One and SuperMedia’s stockholders, including the ability to consummate the transaction without obtaining unanimous lender approval of the financing amendments.

Q: Why am I receiving this document?

A: You are receiving this document because you were a stockholder of record of Dex One or SuperMedia on the record date for the Dex One or SuperMedia special meeting, as applicable, and therefore entitled to vote on the transaction and the applicable prepackaged plan. Dex One stockholders and SuperMedia stockholders are requested to (1) approve and adopt the merger agreement and the transactions it contemplates and (2) accept the prepackaged plans to permit the transaction to be consummated even if unanimous lender approval or majority stockholder approval is not obtained.
This document contains important information about the transaction, the financing amendments, the prepackaged plans, the solicitation of votes on the various proposals and the meetings of the respective stockholders of Dex One and SuperMedia, and you should read it carefully and in its entirety. Dex One and SuperMedia will hold separate special meetings. The enclosed proxy and ballot, which includes detailed instructions for completing the proxy and ballot, allows you to vote your shares without attending your respective special meeting in person.
Your vote is important. We encourage you to vote as soon as possible and, in any case, you must submit your proxy and ballot so that it is received no later than the voting deadline.

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Dex One’s and SuperMedia’s boards of directors unanimously recommend that you vote “FOR” the proposals to approve and adopt the merger agreement and vote to “ACCEPT” the applicable prepackaged plan.

Q: What will I receive in the transaction?

A: If the transaction is completed, whether completed out of court or through Chapter 11 cases, (a) Dex One stockholders will receive 0.2 shares of Dex Media common stock for each share of Dex One common stock that they hold at the effective time of the Dex One merger (the “Dex One Exchange Ratio”), and (b) SuperMedia stockholders will receive 0.4386 shares of Dex Media common stock for each share of SuperMedia common stock that they hold at the effective time of the SuperMedia merger (the “SuperMedia Exchange Ratio”). The quotient of the SuperMedia Exchange Ratio and the Dex One Exchange Ratio is referred to herein as the “exchange ratio.” We anticipate that Dex One stockholders will hold approximately 60% and SuperMedia stockholders will hold approximately 40% of Dex Media’s common stock issued and outstanding immediately after the completion of the transaction. Dex One and SuperMedia stockholders will also be entitled to any dividends declared and paid by Dex Media with a record date after the effective time of the transaction after their shares of Dex One common stock have been converted or after their shares of SuperMedia common stock have been converted or their certificates representing shares of SuperMedia common stock have been surrendered, as applicable.

Q: What is the value of the merger consideration?

A: Dex Media will issue 0.2 shares of Dex Media common stock for each share of Dex One common stock and 0.4386 shares of Dex Media common stock for each share of SuperMedia common stock whether the transaction is consummated out of court or in Chapter 11 cases. Therefore, the value of the merger consideration that Dex One and SuperMedia stockholders receive will depend on the price per share of Dex Media common stock, at and after the effective time of the transaction. That price will not be known at the time of the special meetings (the voting deadline) and may be less than the current price of Dex One or SuperMedia common stock or the price of such stock at the time of the special meetings. We urge you to obtain current market quotations for Dex One common stock and SuperMedia common stock. See “Risk Factors.”
The following table shows the closing sale prices of Dex One common stock and SuperMedia common stock as reported on the NYSE or NASDAQ, respectively, on August 20, 2012, the last trading day before we announced the transaction, and on February 6, 2013, the last practicable trading day before the distribution of this document. This table also shows the implied value of the transaction consideration proposed for each share of Dex One common stock and SuperMedia common stock.

Dex One
Common
Stock SuperMedia
Common
Stock Implied Value of
One Share of
Dex One
Common Stock(1) Implied Value of
One Share of
SuperMedia
Common Stock(2)
At August 20, 2012

$ 1.24 $ 2.58 $ 1.24 $ 2.72
At February 6, 2013

1.77 3.91 1.77 3.88

(1) As a result of the Dex One merger, for each share of Dex One common stock, each Dex One stockholder will receive one-fifth of a share of Dex Media common stock. Consequently, the implied value of a share of Dex Media common stock for any given day is calculated as five times the closing price of Dex One common stock on such day ($6.20 at August 20, 2012 and $8.85 at February 6, 2013, which reflects a 1-for-5 reverse stock split of Dex One common stock). While the implied value of a share of Dex Media is five times the implied value of a share of Dex One common stock, Dex One stockholders will receive one-fifth of a share of Dex Media common stock, so it is estimated that the mergers will have no economic effect on a holder of Dex One common stock.
(2) Calculated by multiplying the implied value of Dex Media common stock ($6.20 at August 20, 2012 and $8.85 at February 6, 2013) by 0.4386 (the exchange ratio for SuperMedia common stock).

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Q: When and where will the special meetings be held?

A: The Dex One special meeting will be held at Dex One’s corporate headquarters, 1001 Winstead Drive, Cary, North Carolina 27513, on March 13, 2013 at 1:00 p.m., local time.
The SuperMedia special meeting will be held at SuperMedia’s corporate headquarters, 2200 West Airfield Drive, D/FW Airport, Texas 75261, on March 13, 2013 at 12:00 p.m., local time.

Q: Who is entitled to vote?

A: The record date for the Dex One special meeting is January 25, 2013. Only record holders of shares of Dex One common stock at the close of business on such date are entitled to notice of the Dex One special meeting or any adjournment or postponement of the Dex One special meeting and to vote for or against the Dex One out of court proposal and to accept or reject Dex One prepackaged plan. If the Dex One special meeting is adjourned, the voting deadline will automatically be moved to the time that is 30 minutes after the Dex One special meeting is reconvened.
The record date for the SuperMedia special meeting is January 25, 2013. Only record holders of shares of SuperMedia common stock at the close of business on such date are entitled to notice of the SuperMedia special meeting or any adjournment or postponement of the SuperMedia special meeting and to vote for or against the SuperMedia out of court proposal and the SuperMedia bankruptcy proposal. If the SuperMedia special meeting is adjourned, the voting deadline will automatically be moved to the time that is 30 minutes after the SuperMedia special meeting is reconvened.

Q: When is the deadline to submit my proxy and ballot to ensure that my vote regarding the Dex One prepackaged plan or SuperMedia prepackaged plan, as applicable, is counted?

A: The voting deadline to vote to accept or reject each of the prepackaged plans is 1:30 p.m. prevailing Eastern Time, on March 13, 2013. After the voting deadline has passed, all votes will be collected by Epiq, who will count the votes regarding each prepackaged plan.

Q: What constitutes a quorum at the special meetings?

A: A majority of the votes entitled to be cast by the shares entitled to vote must be present or represented by proxy to constitute a quorum for action on the matters to be voted upon at the Dex One special meeting. All shares of Dex One common stock represented at the Dex One special meeting, including abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the Dex One special meeting. For the avoidance of doubt, stockholders may submit their proxy and ballot to vote on the matters to be presented at the Dex One special meeting in advance of the Dex One special meeting.
A majority of the votes entitled to be cast by the shares entitled to vote must be present or represented by proxy to constitute a quorum for action on the matters to be voted upon at the SuperMedia special meeting. All shares of SuperMedia common stock represented at the SuperMedia special meeting, including abstentions and broker non-votes, will be treated as present for purposes of determining the presence or absence of a quorum for all matters voted on at the SuperMedia special meeting. For the avoidance of doubt, stockholders may submit their proxy and ballot to vote on the matters to be presented at the SuperMedia special meeting in advance of the SuperMedia special meeting.

Q: If my shares are held in street name by my broker, will my broker vote my shares for me?

A:
If you hold your shares in a stock brokerage account or if your shares are held by a bank or nominee (that is, in street name), you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank or broker. Please note that you may not


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vote shares held in street name by returning a proxy and ballot directly to Dex One or SuperMedia or Epiq or by voting in person at your special meeting unless you provide a “legal proxy,” which you must obtain from your bank or broker. Further, brokers who hold shares of Dex One or SuperMedia common stock on behalf of their customers may not give a proxy to Dex One or SuperMedia to vote those shares on the proposals unless they have received voting instructions from their customers.
If you are a Dex One or SuperMedia stockholder that holds shares in street name and you do not instruct your broker on how to vote your shares, your broker may not vote your shares, which will have the same effect as not voting on the Dex One prepackaged plan or SuperMedia prepackaged plan, as applicable; voting against the proposal to approve and adopt the merger agreement and the transactions it contemplates; and voting against the other proposals.
Notwithstanding the foregoing, if your bank or nominee elects to provide you with a “pre-validated” proxy and ballot you should vote by signing and returning the enclosed proxy and ballot to Epiq in the postage-paid envelope provided by the voting deadline.

Q: How do I vote to approve the consummation of the transaction outside of court, or through Chapter 11 cases, if I am a stockholder of record?

A: If you do not hold your stock in street name and instead are a stockholder of record of Dex One as of the record date for the Dex One special meeting or a stockholder of record of SuperMedia as of the record date for the SuperMedia special meeting, you may vote in person by attending your special meeting and submitting your proxy and ballot to Epiq, the voting agent. Alternatively, you may vote by signing and returning the enclosed proxy and ballot to Epiq in the postage-paid envelope provided. In either case, your proxy and ballot must be actually received by Epiq by the voting deadline.
If you hold Dex One shares or SuperMedia shares in the name of a bank or broker, please see the discussion above.

Q: How many votes do I have?

A: With respect to each proposal to be presented at the Dex One special meeting, holders of Dex One common stock are entitled to one vote for each share of Dex One common stock owned at the close of business on the Dex One record date. At the close of business on the Dex One record date, there were 51,309,809 shares of Dex One common stock outstanding and entitled to vote at the Dex One special meeting.
With respect to each proposal to be presented at the SuperMedia special meeting, holders of SuperMedia common stock are entitled to one vote for each share of SuperMedia common stock owned at the close of business on the SuperMedia record date. At the close of business on the SuperMedia record date, there were 15,664,432 shares of SuperMedia common stock outstanding and entitled to vote at the SuperMedia special meeting.

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Q: What vote is required to approve each proposal?

A: The votes required, as well as the effects of abstentions/shares present but not voted and broker non-votes for each of the proposals, at the special meetings of both Dex One stockholders and SuperMedia stockholders, are detailed in the following chart:

Proposal


Required Stockholder Vote


Effect of Abstentions/
Shares Present but not Voted

Effect of Broker Non-Votes

Merger Agreement Proposal (No. 1) Majority of outstanding
shares of common stock
eligible to vote Same effect as a vote
against the proposal Same effect as a vote
against the proposal
Golden Parachute Proposal (No. 2) Majority of shares of
common stock
represented at the
special meeting and
entitled to vote Same effect as a vote
against the proposal No effect
Adjournment Proposal (No. 3) Majority of shares of
common stock
represented at the
special meeting and
entitled to vote Same effect as a vote
against the proposal No effect

Q: What vote is required for stockholders to accept the prepackaged plans?

A: The votes required, as well as the effects of abstentions/failures to vote and broker non-votes, for stockholders to accept the prepackaged plans are detailed in the following chart:

Required Stockholder Vote


Effect of Abstentions/
Failures to Vote

Effect of Broker Non-Votes

At least 2/3 in amount of common stock that vote to either “accept” or “reject” the applicable prepackaged plan No effect No effect
Notwithstanding the required stockholder vote, under the “cram down” provisions of the Bankruptcy Code, a plan may be confirmed even if stockholders do not vote to accept the plan if the Bankruptcy Court finds that the plan otherwise satisfies the statutory requirements and does not discriminate unfairly and is fair and equitable regarding each class of claims and interests that is impaired under, and has not accepted, the plan. Accordingly, if Dex One senior secured lenders vote to accept the Dex One prepackaged plan but Dex One stockholders do not vote to accept such plan, Dex One may still seek to confirm the plan under the “cram down” provisions of the Bankruptcy Code. SuperMedia may seek to do the same regarding the SuperMedia prepackaged plan if SuperMedia senior secured lenders vote to accept such plan but SuperMedia stockholders do not vote to accept the plan.

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Q: What vote is required for Dex One’s and SuperMedia’s senior secured creditors to accept the prepackaged plans?

A: For each of Dex One’s and SuperMedia’s senior secured credit facilities, the votes required to accept the prepackaged plans are detailed in the following chart:

Credit Facility

Required Vote to Accept the Prepackaged Plans
DME Credit Facility

DMW Credit Facility

RHDI Credit Facility

SuperMedia Credit Facility
Number: For each credit facility, creditors
holding more than 1/2 in number of the
allowed claims under such facility that are
held by creditors that vote on the plan

and

Amount: For each credit facility, creditors
holding at least 2/3 in amount of the allowed
claims under such facility that are held by
creditors that vote on the plan
Lenders holding more than half in number and at least 2/3 in amount of (but not all) claims under each of the Dex One credit facilities and the SuperMedia credit facility have become consenting lenders to the support agreements (as described below). As a result, the number and amount of Dex One credit facilities claims and SuperMedia credit facility claims held by lenders contractually obligated to support the Dex One prepackaged plan and the SuperMedia prepackaged plan, respectively, exceed the thresholds required for approval of such prepackaged plans by each class of Dex One credit facilities claims and SuperMedia credit facility claims respectively, under applicable bankruptcy law.

Q: What are the support agreements?

A: On December 5, 2012, each of Dex One and SuperMedia entered into a Support and Limited Waiver Agreement (the “support agreements”) with certain of their respective senior secured lenders. The support agreements set forth the obligations and commitments of the parties with respect to the transaction. Specifically, the lenders party to the support agreements (“consenting lenders”) have agreed to support the consummation of the mergers and financing amendments whether effectuated outside of court or through Chapter 11 cases. The support agreements provide for termination events if certain milestones are not achieved by certain dates. See “The Support Agreements.” Lenders holding more than half in number and at least 2/3 in amount of (but not all) claims under each of the Dex One credit facilities and the SuperMedia credit facility have become consenting lenders. As a result, the number and amount of Dex One credit facilities claims and SuperMedia credit facility claims held by lenders contractually obligated to support the Dex One prepackaged plan and the SuperMedia prepackaged plan, respectively, exceed the thresholds required for approval of such prepackaged plans by each class of Dex One credit facilities claims and SuperMedia credit facility claims, respectively, under applicable bankruptcy law. Additional consenting lenders may join the support agreements in the future. A copy of the form of the Dex One support agreement is attached as Appendix K to this document, and a copy of the form of the SuperMedia support agreement is attached as Appendix L to this document.

Q: Can the transaction be consummated if the financing amendments are not approved even if stockholders approve the transaction or, in the alternative, approve the prepackaged plans?

A:
No, if Dex One’s or SuperMedia’s senior secured creditors do not approve the financing amendments (including pursuant to the prepackaged plans), the transaction will not be consummated. Approval of the financing amendments out of court requires unanimous senior secured lender consent. Approval of the financing amendments through the prepackaged plans requires the affirmative vote of holders of a majority of the senior secured creditors, including holders of 2/3 of the aggregate principal amount, respectively, of


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each of Dex One’s and SuperMedia’s debt that vote to “accept” or “reject” the prepackaged plans. Dex One and SuperMedia are soliciting the votes of their respective senior secured creditors on the financing amendments out of court as well as the prepackaged plans concurrently with this solicitation of stockholders.

Q: How does the Dex One board of directors recommend that the Dex One stockholders vote?

A: The Dex One board of directors has determined that the merger agreement and the transactions it contemplates are advisable and in the best interests of Dex One and its stockholders. Accordingly, the Dex One board of directors unanimously recommends that the Dex One stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions it contemplates, vote “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid to Dex One’s named executive officers that is based on or otherwise relates to the transaction, vote “FOR” the proposal to approve the adjournment of the Dex One special meeting, if necessary or appropriate, to permit further solicitation of proxies and vote to “ACCEPT” the Dex One prepackaged plan.

Q: How does the SuperMedia board of directors recommend that the SuperMedia stockholders vote?

A: The SuperMedia board of directors has determined that the merger agreement and the transactions it contemplates are advisable and in the best interests of SuperMedia and its stockholders. Accordingly, the SuperMedia board of directors unanimously recommends that the SuperMedia stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions it contemplates, vote “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid to SuperMedia’s named executive officers that is based on or otherwise relates to the transaction, vote “FOR” the proposal to approve the adjournment of the SuperMedia special meeting, if necessary or appropriate, to permit further solicitation of proxies and vote to “ACCEPT” the SuperMedia prepackaged plan.

Q: What will happen if I fail to vote or I abstain from voting?

A: If you are a Dex One or SuperMedia stockholder of record and fail to vote or abstain from voting on the proposal to approve and adopt the merger agreement and the transactions it contemplates, it will have the same effect as a vote against the proposal.
If you are a Dex One or SuperMedia stockholder of record and fail to vote or abstain from voting on either the Dex One golden parachute proposal or the SuperMedia golden parachute proposal, as applicable, your abstention from voting or failure of your broker, bank or other holder of record to vote will have no effect on the proposal.
In the event that at either the Dex One or SuperMedia special meeting there is an adjournment proposal properly brought before the meeting, if you are a stockholder of record and fail to vote or abstain from the effect of your abstention from voting or failure of your broker, bank or other holder of record to vote will depend on whether a quorum exists. If a quorum exists, the meeting may be adjourned by the affirmative vote of holders of at least a majority of the shares of Dex One common stock or SuperMedia common stock, as applicable, present in person or by proxy at the special meeting and voting on the proposal. Under such circumstances, a stockholder’s abstention from voting or the failure of a stockholder’s broker, bank or other holder of record to vote will have no effect on the proposal. If a quorum does not exist, an adjournment will require the affirmative vote of holders of at least a majority of the shares of Dex One or SuperMedia, as applicable, present in person or by proxy at the special meeting and entitled to vote on the proposal. Under such circumstances, a stockholders’ abstention from voting will have the same effect as a vote against the proposal, and the failure of a stockholder’s broker, bank or other holder of record to vote will have no effect on the proposal.
If you are a Dex One or SuperMedia stockholder of record and fail to vote or abstain from voting on the prepackaged plans, it will have the same effect as voting neither to accept nor to reject the prepackaged plans.

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Q: What will happen if I return my proxy and ballot without indicating how to vote?

A: Except with respect to the prepackaged plans, if you return your signed proxy and ballot without indicating how to vote on any particular proposal, the shares of Dex One or SuperMedia common stock represented by your proxy will be voted in accordance with management’s recommendation on that proposal.
If you return your proxy and ballot without indicating how you would like to vote on the Dex One prepackaged plan or the SuperMedia prepackaged plan, as applicable, the shares of Dex One or SuperMedia common stock represented by your ballot will not be voted either to accept or to reject the Dex One prepackaged plan or the SuperMedia prepackaged plan, as applicable.

Q: Can I change my vote after I have returned a proxy and ballot?

A: Yes. For the proposals that can be voted on by proxy, you can change your vote at any time before your proxy is voted at your respective special meeting. If you are a stockholder of record, you can do this in one of two ways:

•
you can send a signed notice of revocation or a new valid proxy; or


•
you can attend your special meeting and submit your proxy and ballot in person, which will automatically cancel any proxy previously given, but simply attending the special meeting without voting will not revoke any proxy that you have previously given or change your vote.

If you choose the first method, your notice of revocation or your new signed proxy must be received by the Corporate Secretary of Dex One or SuperMedia, as applicable, no later than the beginning of the applicable special meeting. If your shares are held in street name by your bank or broker, you should contact your broker to change your vote.
For the proposals regarding the prepackaged plans, you may, prior to the voting deadline, revoke or change a vote contained within your proxy and ballot. If you want to withdraw your vote and you do not want to submit another vote in its place, you must deliver a written notice of revocation or withdrawal to the voting agent prior to the voting deadline. To change your vote, you may submit a new proxy and ballot prior to the voting deadline and your previously submitted proxy and ballot will be revoked and superseded.

Q: When do you expect the transaction to be completed?

A: Dex One and SuperMedia hope to complete the transaction as soon as reasonably possible. The transaction is, however, subject to the satisfaction or waiver of conditions, and it is possible that factors outside the control of Dex One and SuperMedia could result in the transaction being completed at a later time or not at all. Consummating the transaction out of court is expected to require less time than consummating the transaction through Chapter 11 cases.

Q: Do I have dissenter’s rights or appraisal rights?

A: No. Under Delaware law, neither holders of Dex One common stock nor holders of SuperMedia common stock are entitled to appraisal rights in connection with the transaction, whether completed out of court or through Chapter 11 cases.

Q: What are the material U.S. federal income tax consequences of the transaction?

A: If the transaction is consummated, either out of court or through Chapter 11 cases, the Dex One merger will qualify as a “reorganization” within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”). Therefore, a holder or other beneficial owner of Dex One common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of such person’s shares of Dex One common stock for shares of Dex Media common stock pursuant to the Dex One merger. Additionally, such a person will not recognize any gain or loss for U.S. federal income tax purposes on account of the implied reverse stock split of shares of Dex One common stock when they are exchanged for shares of Dex Media common stock pursuant to the Dex One merger.

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If the transaction is consummated, either out of court or through Chapter 11 cases, the parties intend that the SuperMedia merger also be treated as a reorganization, and provided that it so qualifies, a holder or other beneficial owner of SuperMedia common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of such person’s shares of SuperMedia common stock for shares of Dex Media common stock pursuant to the SuperMedia merger. However, as discussed in more detail below in this document, it is possible that the SuperMedia merger would not be treated as a reorganization, as a result of which a holder or other beneficial owner of SuperMedia common stock would recognize gain or loss in the amount of the difference between the fair market value of the shares of Dex Media common stock received pursuant to the SuperMedia merger and such person’s adjusted tax basis in the shares of SuperMedia common stock exchanged therefor.
No opinion from legal counsel has been given regarding whether the Dex One or SuperMedia merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and neither Dex One nor SuperMedia have requested, nor do they intend to request, a ruling from the Internal Revenue Service regarding the U.S. federal income tax consequences of the transaction. You should read “Material United States Federal Income Tax Consequences of the Transaction” for a more complete discussion of the U.S. federal income tax consequences of the transaction. Tax matters can be complicated and the tax consequences of the transaction to you will depend on your particular tax situation. We urge you to consult your tax advisor to determine the tax consequences of the transaction to you.

Q: If I hold any physical stock certificates, should I send them in now?

A: Dex One Stockholders : No. Dex One shares are held in book-entry form. If the transaction is consummated out of court, after the transaction is completed, Dex Media’s exchange agent will send former Dex One stockholders a letter of transmittal explaining what they must do to exchange their shares of Dex One common stock into book-entry form for the transaction consideration payable to them. If the transaction is consummated through Chapter 11 cases, the Dex Media common stock will be distributed as set forth in the Dex One prepackaged plan. The shares of Dex Media common stock that Dex One stockholders receive in the transaction will be issued in book-entry form.
SuperMedia Stockholders : No. SuperMedia stockholders should keep any SuperMedia stock certificates they hold both now and after the transaction is completed. If the transaction is consummated out of court, after the transaction is completed, Dex Media’s exchange agent will send former SuperMedia stockholders a letter of transmittal explaining what they must do to exchange their shares of SuperMedia common stock into book-entry form in order to receive the transaction consideration payable to them. If the transaction is consummated through Chapter 11 cases, the Dex Media common stock will be distributed as set forth in the SuperMedia prepackaged plan. The shares of Dex Media common stock that SuperMedia stockholders receive in the transaction will be issued in book-entry form.

Q: What happens if I sell my shares of Dex One or SuperMedia common stock before the voting deadline?

A: The voting record date, which is also the record date for the Dex One special meeting and the SuperMedia special meeting, is earlier than the voting deadline, which is also the date of the Dex One special meeting and the SuperMedia special meeting, respectively. If you transfer your shares of Dex One common stock after the Dex One record date but before the Dex One special meeting, you will retain your right to vote on the proposals, unless you have transferred your shares with a proxy, but will have transferred the right to receive the merger consideration in the transaction. Similarly, if you transfer your shares of SuperMedia common stock after the SuperMedia record date but before the SuperMedia special meeting, you will retain your right to vote on the proposals, unless you have transferred your shares with a proxy, but will have transferred the right to receive the merger consideration in the transaction. In order to receive the merger consideration, you must hold your shares through the effective date of the transaction.

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Q: What if I hold shares of common stock in both Dex One and SuperMedia?

A: If you are both a Dex One stockholder and a SuperMedia stockholder, you will receive two separate packages of proxy materials. A vote cast as a Dex One stockholder will not count as a vote cast as a SuperMedia stockholder, and a vote cast as a SuperMedia stockholder will not count as a vote cast as a Dex One stockholder. Therefore, please submit a proxy and ballot for your shares of each of Dex One and SuperMedia common stock.
The Prepackaged Plans

Q: Why are Dex One and SuperMedia soliciting votes on the prepackaged plans if the transaction can be consummated out of court?

A:
Dex One and SuperMedia have prepared the prepackaged plans as an alternative method of consummating the transaction if the closing conditions contained in the merger agreement are not met or waived or Dex One and SuperMedia do not obtain majority stockholder approval of the transaction from their respective stockholders on an out of court basis. Dex One and SuperMedia may consummate the transaction through Chapter 11 cases if they receive the affirmative vote of a majority of their respective senior secured creditors, including the holders of 2/3 of the aggregate principal amount (counting only those that vote) of each of their respective senior secured credit facilities, that vote on the prepackaged plans and the Bankruptcy Court confirms the prepackaged plans. The Bankruptcy Code also permits the Bankruptcy Court to approve, and for Dex One and SuperMedia to consummate, the respective prepackaged plans even if 2/3 of each of Dex One’s and SuperMedia’s respective shareholders that cast votes do not vote to accept the respective prepackaged plan. If these “cram-down” provisions of the Bankruptcy Code are invoked, the approval of the stockholders to the prepackaged plan will not be required if the Bankruptcy Court confirms such plan. See “Risk Factors— Risks Related to the Prepackaged Plans and Other Bankruptcy Law Considerations”.


Q: How would the prepackaged plans be implemented?

A: The prepackaged plans consist of plans of reorganization under Chapter 11 of the Bankruptcy Code that, if confirmed by the Bankruptcy Court, would effect the transaction, including the financing amendments, as further described in “The Prepackaged Plans.”

Q: What vote is needed for the Bankruptcy Court to confirm the prepackaged plans?

A: For the prepackaged plans to be confirmed by the Bankruptcy Court without invoking the “cram-down” provisions of the Bankruptcy Code, each class of creditor claims against Dex One and SuperMedia (“Claims”) and each claim of stockholder interests in Dex One and SuperMedia (“Interests”) that is impaired must vote to accept the prepackaged plans. An impaired class of Claims is presumed to accept a plan of reorganization if the holders of at least 2/3 in amount and a majority in number of the Claims in such class who actually cast votes accept the plan. An impaired class of Interests is presumed to accept a plan of reorganization if the holders of at least 2/3 in amount of such class who actually cast votes accept the plan. If the prepackaged plans are confirmed by the Bankruptcy Court and become effective, the prepackaged plans will bind all holders of Claims against and Interests in Dex One or SuperMedia, as applicable, regardless of whether they voted to accept or reject the prepackaged plans and regardless of whether they voted at all on the prepackaged plans. As more fully discussed in the prepackaged plans, only secured creditors and stockholders are impaired classes. Neither the holders of the Dex One’s 12%/14% Senior Subordinated Notes due 2017 (the “Dex One senior subordinated notes”) nor any other classes are impaired under the prepackaged plans.
The confirmation and effectiveness of the prepackaged plans are subject to conditions that may not be satisfied. There can be no assurance that all requirements for confirmation and effectiveness of the

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prepackaged plans will be satisfied or that the Bankruptcy Court will conclude that the requirements for confirmation and effectiveness of the prepackaged plans have been satisfied. See “The Prepackaged Plans—The Dex One Prepackaged Plan—Confirmation of the Dex One Prepackaged Plan” and “The Prepackaged Plans—The SuperMedia Prepackaged Plan—Confirmation of the SuperMedia Prepackaged Plan.”
If either Dex One or SuperMedia does not receive the requisite acceptances from their respective senior secured creditors to allow the prepackaged plans to be confirmed under the Bankruptcy Code, the prepackaged plans will not be confirmed or become effective.
If the “cram-down” provisions of the Bankruptcy Code are invoked, the acceptance of the stockholders of the prepackaged plan will not be required if the Bankruptcy Court confirms such plan. See “Risk Factors— Risks Related to the Prepackaged Plans and Other Bankruptcy Law Considerations”.
Neither Dex One nor SuperMedia has at this time taken any action approving a bankruptcy filing, and, if the transaction is consummated outside of court, neither Dex One nor SuperMedia will commence a bankruptcy proceeding to consummate the respective prepackaged plan.

Q: When is the deadline for submitting your proxy and ballot to vote on the applicable prepackaged plan?

A: All proxy and ballots must be received by Epiq by March 13, 2013 by 1:30 p.m., prevailing Eastern Time, unless extended by Dex One and SuperMedia. If this voting deadline is extended, Dex One and SuperMedia will notify the tabulation agent and send a notice to stockholders and the senior secured creditors or issue a press release or other public announcement no later than 9:00 a.m., prevailing Eastern Time, on the next business day after the scheduled voting deadline. If either special meeting is adjourned, then the voting deadline for the company that adjourns its meeting will be automatically moved to the time that is 30 minutes after the special meeting is reconvened.
Answering Additional Questions

Q: Who can help answer my questions?

A: Dex One or SuperMedia stockholders who have questions about the transaction or the other proposals or who desire additional copies of this document or additional proxy and ballots should contact:
Epiq Systems
FDR Station, P.O. Box 5014
New York, New York, 10150-5014
(866) 734-9393 (telephone)
(646) 282-2501 (fax)

xv

http://www.valuewalk.com/2012/12/kyle-bass-purchases-ten-percent-of-two-companies/

Kyle Bass’ Hayman Capital Management, L.P. has purchased close to ten percent stakes in two companies, according to SEC filings today. Bass bought 5,064,550 shares of Dex One Corporation (NYSE:DEXO) or 9.95 percent of the company. He also purchased 1,560,941 shares of SuperMedia Inc (NASDAQ:SPMD), or 9.96% of outstanding shares. Interestingly, John Paulson is a large shareholder in both companies. Paulson’s hedge fund, Paulson & Co., is the fourth largest shareholder of Dex One Corporation, Bass is now the second largest investor in the company. Paulson & Co. is the largest shareholder of SuperMedia Inc, with 16.64% of outstanding shares, Bass now is the third largest shareholder.

reminder HTCH for those of you who hate phone book companies. should be a 3-5x return in 2013

an example of a bankruptcy that is a pre-pack without dilution for all of you people that say that these things don't happen frequently.

http://www.4-traders.com/EDISON-INTERNATIONAL-12435/news/Edison-International-Edison-Mission-prepares-bankruptcy-filing-15596695/

Dex One and SuperMedia Reach Agreement with Lender Steering Committee and Amend Merger Agreement
Date : 12/06/2012 @ 9:05AM
Source : Business Wire
Stock : Dex One Corp. (DEXO)
Quote : 1.11 0.17 (18.09%) @ 4:03PM

Dex One and SuperMedia Reach Agreement with Lender Steering Committee and Amend Merger Agreement
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Dex One Corp. (NYSE:DEXO)
Intraday Stock Chart
Today : Thursday 6 December 2012


Dex One Corporation (NYSE: DEXO) and SuperMedia Inc. (NASDAQ: SPMD) today announced they have reached an agreement with a steering committee representing senior lenders of both companies on a revised set of amendments to the companies' credit agreements as part of their proposed merger. As a result, the companies have also entered into an Amended and Restated Merger Agreement.

The credit agreement amendments will:

Uphold the basic economic terms and strategic merits of the merger as initially announced;
Preserve the interests of all investors without any dilution; and
Extend the maturity dates of the companies’ senior secured debt up to 26 months until Dec. 31, 2016.
Following the initial announcement of the proposed merger in August 2012, the lender steering committee was formed to evaluate the proposed amendments to the companies’ respective credit agreements. The existing senior credit agreements for both companies require 100 percent approval from the senior lenders for the amendments, and the companies are working with the steering committee to obtain the requisite approval from the remaining senior lenders.

The steering committee has unanimously agreed to support the revised credit agreement amendments.

As previously disclosed, in the event the companies obtain sufficient, but not unanimous, support from the remaining lenders, either or both companies may seek to finalize credit agreement amendments and complete the merger by means of a pre-packaged bankruptcy.

Dex One and SuperMedia will also seek approval from their respective shareholders for the proposed merger and the pre-packaged bankruptcy plan, if the pre-packaged plan becomes necessary to secure the credit agreement amendments.

The merger is expected to be completed in the first half of 2013.

Both companies will be filing the Amended and Restated Merger Agreement with the U.S. Securities and Exchange Commission (“SEC”) under Current Reports on Forms 8-K, along with support agreements with the steering committee members and a lender presentation outlining key points of the transactions.

Copies of the Current Reports on Form 8-K will be available in the investor relations sections of www.dexone.com and www.supermedia.com.

ABOUT DEX ONE CORPORATION

Dex One Corporation (NYSE: DEXO) is a leading marketing solutions provider helping local businesses and their customers connect wherever and whenever they choose to search. Building on its heritage of delivering print-based solutions, the company provides integrated products and services to help its clients establish their digital presence and generate leads. Dex One's locally based marketing experts offer a broad network of local marketing solutions including online, mobile and print search solutions, such as DexKnows.com. For more information, visit www.DexOne.com.

ABOUT SUPERMEDIA

SuperMedia Inc. (NASDAQ: SPMD) and its marketing consultants in local communities help small- and medium-sized businesses grow using marketing solutions across print, online, mobile and social media. SuperMedia solutions include: the award-winning Superpages shopping guide mobile site and apps, SocialEze® social marketing solution and SuperGuarantee® program; search engine marketing, directories published for Verizon®, FairPoint® and Frontier®, Superpages.com®, website, video, search engine optimization and reputation monitoring; print and digital display advertising, direct mail solutions and EveryCarListed.com® to shop for new and used vehicles. For more information, visit www.supermedia.com.

Important Information For Investors and Security Holders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed merger transaction between SuperMedia Inc. (“SuperMedia”) and Dex One Corporation (“Dex”) will be submitted to the respective stockholders of SuperMedia and Dex. In connection with the proposed transaction, Newdex, Inc., a subsidiary of Dex (“Newdex”), will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy statement/prospectus to be used by SuperMedia and Dex to solicit the required approval of their stockholders and that also constitutes a prospectus of Newdex. INVESTORS AND SECURITY HOLDERS OF SUPERMEDIA AND DEX ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATIO

according to SPMD IR - merger is on as of 10:46AM dec. 3 2012
By gbrad86 . 1 second ago . Permalink
Glen
Yes, both companies are continuing to work on the merger.

nothing happens, mildly surprised

do you know how much debt they had then? their debt/ebitda was like 9.0x then

this is different, they are merging with dex one.

but sure i could lose it all, but i dont think that the creditors would be best suited to stop this merger.

Supermedia has already gone into Bankruptcy once and wiped out the investors. Be careful here.

that is what everyone says,

and yet the company is looking to merge with dex one and refinance.

This is a dead media

17% drop in revenue. Is that good? Is now the time to buy or should one just bail out?

SuperMedia Announces Third Quarter 2012 Results
Date : 10/30/2012 @ 8:00AM
Source : Business Wire
Stock : Supermedia Inc. (MM) (SPMD)
Quote : 2.52 0.0 (0.00%) @ 2:05AM

SuperMedia Announces Third Quarter 2012 Results
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Supermedia Inc. (MM) (NASDAQ:SPMD)
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Today : Tuesday 30 October 2012


SuperMedia (NASDAQ:SPMD) today announced its financial results for the third quarter and year to date 2012.

“The headline for the third quarter was the announcement of our merger agreement with Dex One,” said Peter McDonald, president and CEO of SuperMedia. “The merged company will have local presence and national scale to be a leader in providing local, social and mobile marketing solutions to businesses and delivering results.

“The transaction also will create financial benefits for shareholders and lenders. Our employees have performed very well in continuing to improve the company’s operating margin during the quarter, while doing an excellent job of planning for the post-close integration of the companies,” he added.

Merger Update

SuperMedia and Dex One Corporation (“Dex”) announced the execution of a definitive agreement to combine in a stock-for-stock merger of equals on August 21, 2012.1 Following the announcement of the proposed merger, a joint steering committee of the senior secured lenders for both companies was formed to evaluate the proposed amendments to the parties’ respective credit agreements as set forth in the merger agreement. The consent of the lenders to the proposed amendments is a condition to closing the merger. Thus far, the senior secured lenders, acting through the steering committee, have rejected the proposed amendments to the parties’ respective credit agreements. SuperMedia and Dex continue to negotiate with the steering committee to reach agreement on amendments to the parties’ respective credit agreements. The parties are also considering alternatives to the current transaction structure, including a “prepackaged” restructuring of the parties’ senior secured indebtedness through proceedings instituted under Chapter 11 of the Bankruptcy Code to implement acceptable credit agreement amendments that may garner sufficient, though not unanimous, support from the parties’ respective lenders, while otherwise maintaining the basic economic terms of the Merger Agreement. However, there can be no assurance that SuperMedia and Dex can effect a transaction through an alternative structure, that the necessary consents will be obtained, or that the Merger will be consummated.

1 “Dex One and SuperMedia Will Combine to Create a National Provider of Social, Local and Mobile Marketing Solutions” Press Release

Third Quarter Financial Results

Operating revenue was $330 million, a decline of $69 million or 17.3 percent compared with the same quarter last year.

Operating income was $125 million, compared with an operating loss of $897 million in Q3 2011, which included a non-cash impairment charge of $1,003 million associated with a write down of goodwill.

Operating income margin was 37.9 percent, compared with a negative 224.8 percent for Q3 2011.

Net income was $52 million, compared with a net loss of $968 million in Q3 2011, which included the after-tax impact of a goodwill impairment of $997 million.

Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), a non-GAAP measure, which excludes proposed merger transaction costs and the amortization of the deferred gains/losses related to other post-employment benefit plans was $137 million, a decline of 12.7 percent compared with Q3 2011 adjusted EBITDA of $157 million, which excludes severance costs, a non-recurring vendor settlement and a non-cash impairment charge associated with a write down of goodwill.

Adjusted EBITDA margin, a non-GAAP measure, was 41.5 percent, a 220 basis point improvement from 39.3 percent in the same quarter last year.

Total expenses, excluding depreciation and amortization, merger transaction costs, the amortization of the deferred gains/losses related to the post-employment benefit plans, severance costs, a non-recurring vendor settlement and a non-cash impairment charge, were $193 million, compared with Q3 2011 expenses of $242 million, a reduction of $49 million or 20.2 percent.

During the third quarter, SuperMedia reduced indebtedness under its loan agreement by $36 million. SuperMedia’s total indebtedness at September 30, 2012 was $1.475 billion.

Advertising sales2 declined 19.1 percent, compared with a decline of 15.6 percent reported for the same quarter last year.

2 Net advertising sales is an operating measure used by the Company to compare advertising sales for current advertising periods to corresponding sales for previous periods. It is important to distinguish net advertising sales from operating revenue, which on our financial statements is recognized under the deferral and amortization method.

2012 Year-to-date Financial Results

Operating revenue was $1,042 million, a decline of $216 million or 17.2 percent compared with the same period last year.

Operating income was $335 million, compared with an operating loss of $688 million which included a non-cash impairment charge of $1,003 million associated with a write down of goodwill in Q3 2011.

Operating income margin was 32.1 percent, compared with a negative 54.7 percent in year-to-date Q3 2011.

Net income was $178 million, including a $51 million non-taxable gain on early extinguishment of debt, compared with a net loss of $909 million, which included the after-tax impact of a goodwill impairment of $997 million.

Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), a non-GAAP measure, which excludes the gains realized on early extinguishment of debt, merger transaction costs, the amortization of the deferred gains/losses related to other post-employment benefit plans, as well as severance costs, was $429 million, a decline of 7.3 percent compared with adjusted EBITDA of $463 million for year to date 2011 which excludes severance costs, a non-recurring vendor settlement and a non-cash impairment charge associated with a write down of goodwill.

Adjusted EBITDA margin, a non-GAAP measure, was 41.2 percent compared with 36.8 percent for year to date 2011, a 440 basis point improvement.

Total expenses, excluding depreciation and amortization, merger transaction costs, the amortization of the deferred gains/losses related to the post-employment benefit plans, severance costs, a non-recurring vendor settlement and a non-cash impairment charge, were $613 million, compared with $795 million in the same period last year, a reduction of $182 million or 22.9 percent.

Free cash flow for 2012, a non-GAAP measure, was $225 million, representing cash provided by operating activities of $234 million, less capital expenditures (including capitalized software) of $9 million.

The Company’s cash balance on September 30, 2012, was $94 million.

Advertising sales3 declined 18.8 percent, compared with a decline of 16.7 percent reported for the same period last year.

3 Advertising sales for the nine months ended September 30, 2011 include negative adjustments of $11 million, related to the financial distress and operational wind down of a single certified marketing representative in our third-party national sales channel. Excluding this impact, advertising sales for the nine months ended September 30, 2012 would have reflected a decline of 19.6 percent. As of June 2011, these accounts were transitioned to other certified marketing representative firms.

Earnings Call and Webcast Information

Individuals within the United States can access today’s earnings call by dialing 888/603-6873. International participants should dial 973/582-2706. The pass code for the call is: 51095102. In order to ensure a prompt start time, please dial into the call by 9:50am (Eastern). A replay of the teleconference will be available at 800/585-8367. International callers can access the replay by calling 404/537-3406. The replay pass code is: 51095102. The replay will be available through November 13, 2012. In addition, a live Web cast will be available on SuperMedia’s Web site in the Investor Relations section at www.supermedia.com.

Basis of Presentation and Non-GAAP Financial Measures

For the readers' convenience, the financial information accompanying this release provides a reconciliation of GAAP to non-GAAP and adjusted non-GAAP results. SuperMedia believes that the use of non-GAAP financial measures provide useful information to investors to gain an overall understanding of its current financial performance. Specifically, SuperMedia believes the non-GAAP results provide useful information to both management and investors by excluding certain expenses, gains and losses that SuperMedia believes are not indicative of its core operating results. In addition, non-GAAP financial measures are used by management for budgeting and forecasting as well as subsequently measuring SuperMedia's performance and SuperMedia believes that it is providing investors with financial measures that most closely align to its internal measurement processes.

Forward-Looking Statements

Some statements included in this report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. Statements that include the words “may,” “will,” “could,” “should,” “would,” “believe,” “anticipate,” “forecast,” “estimate,” “expect,” “preliminary,” “intend,” “plan,” “project,” “outlook” and similar statements of a future or forward-looking nature identify forward-looking statements. You should not place undue reliance on these statements. These forward-looking statements include statements that reflect the current views of our senior management with respect to our financial performance and future events with respect to our business and industry in general. Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the risks related to the following:

our inability to provide assurance for the long-term continued viability of our business;
reduced advertising spending and increased contract cancellations by our clients, which causes reduced revenue;
declining use of print yellow pages directories by consumers;
competition from other yellow pages directory publishers and other traditional and new media;
our ability to anticipate or respond to changes in technology and user preferences;
changes in our operating performance;
limitations on our operating and strategic flexibility and the ability to operate our business, finance our capital needs or expand business strategies under the terms of our credit agreement;
failure to comply with the financial covenants and other restrictive covenants in our credit agreement;
limited access to capital markets and increased borrowing costs resulting from our leveraged capital structure and debt ratings;
changes in the availability and cost of paper and other raw materials used to print our directories;
our reliance on third-party providers for printing, publishing and distribution services;
credit risk associated with our reliance on small- and medium-sized businesses as clients;
our ability to attract and retain qualified key personnel;
our ability to maintain good relations with our unionized employees;
changes in labor, business, political and economic conditions;
changes in governmental regulations and policies and actions of federal, state and local municipalities;
the outcome of pending or future litigation and other claims;
the potential adverse impacts of failure to complete, or delay in completing the proposed merger with Dex as a result of obtaining consents from the stockholders and secured creditors of Dex or the Company;
the possibility that our merger agreement with Dex could be unilaterally terminated by either party;
the business uncertainties and contractual restrictions arising from the timing and closing of the proposed merger with Dex, including the possible inability to consummate the proposed transaction on the terms set forth in the merger agreement;
the significant costs associated with the potential transaction with Dex;
the risk that we may not timely or successfully realize the anticipated cost savings, growth opportunities and other financial and operating benefits as a result of the transaction; and
difficulties in connection with the process of integrating Dex and the Company, including the risk that benefits from the transaction may be significantly offset by costs incurred in integrating the companies.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this and other reports we file with the Securities and Exchange Commission(the “SEC”), including the information in “Item 1A. Risk Factors” in Part I of our Annual Report on Form 10-K for the year ended December 31, 2011 as updated in the subsequent quarterly reports on Form 10-Q. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. All forward-looking statements included in this report are expressly qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This morning, Dex One announced third quarter earnings and provided the following update on the proposed merger:



Following the announcement of the proposed merger between Dex One and SuperMedia, a joint steering committee of the senior secured lenders for both companies was formed to evaluate the proposed amendments to the parties’ respective credit agreements as set forth in the Merger Agreement. The consent of the lenders to the proposed amendments is a condition to closing the merger.



Dex One and SuperMedia continue to negotiate with the steering committee in an attempt to reach agreement on amendments to the parties’ respective credit agreements. The parties are also considering alternatives to the current transaction structure to obtain the necessary lender consents.



Additional information about the proposed merger is included in a Form 8-K filed with the Securities and Exchange Commission today by Dex One.



The Form 8-K provides:



“…The Merger Agreement may be terminated by either party if the conditions to closing are not satisfied and the closing has not occurred before November 30, 2012, which date may, under certain circumstances, be extended until December 31, 2012...



…Thus far, the senior secured lenders, acting through the steering committee, have rejected the proposed amendments to the parties’ respective credit agreements. Dex One and SuperMedia continue to negotiate with the steering committee in an attempt to reach agreement on amendments to the parties’ respective credit agreements that will secure the consents necessary to effect the Merger. In light of the current negotiations, however, Dex One recognizes that the parties may not be able to obtain sufficient approval from the senior secured lenders to any proposed amendments to the parties’ respective credit agreements. Therefore, possible alternatives to the current transaction structure to effect the Merger are under consideration, including a “prepackaged” restructuring of the parties’ senior secured indebtedness through proceedings instituted under Chapter 11 of the Bankruptcy Code to implement possible amendments that may garner sufficient, though not unanimous, support from the parties’ respective lenders, while otherwise maintaining the basic economic terms of the Merger Agreement…”



It continues to be our goal to implement the terms of the merger agreement as previously announced. The merger agreement requires that we obtain approval of 100 percent of both companies’ lenders to the proposed credit agreement amendments. A “prepackaged” or “pre-pack” Chapter 11 bankruptcy is one alternative under consideration to effect the merger and not impair any other creditors (including employees) in the event we cannot obtain 100 percent support for the proposed credit agreement amendments. Under this alternative, each company would seek support for the proposed amendments, merger and reorganization (the “plan”) from all lenders, who would then have the opportunity to vote on the plan in advance of either company filing a Chapter 11 case. To qualify as a pre-pack, at least a majority of lenders holding 2/3 of the debt in each credit agreement who cast





votes would need to vote in favor of the plan. Immediately upon filing a pre-pack case, the company would seek court approval of the plan over the objections, if any, of lenders not supporting the plan or other interested parties. The pre-pack process would enable the companies to seek approval of the plan on an expedited basis relative to a “traditional” Chapter 11. At this time, the company has made no decisions with respect to potential alternative strategies, including a pre-pack strategy. It would be our intention, if a pre-pack were pursued, to treat all stockholders as contemplated by the merger agreement and otherwise to leave all company constituencies (including employees, retirees, vendors, customers and other creditors) unaffected.



Dex One and SuperMedia are working together to reach an agreement that works for lenders while at the same time provides the company with the flexibility to efficiently operate and profitably grow the business post-close. We believe this to be in the best interest of all stakeholders.

Dex One Reports Third Quarter Performance
Date : 10/25/2012 @ 6:30AM
Source : Business Wire
Stock : Dex One Corp. (DEXO)
Quote : 1.31 0.0 (0.00%) @ 8:00AM

Dex One Reports Third Quarter Performance
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Dex One Corp. (NYSE:DEXO)
Intraday Stock Chart
Today : Thursday 25 October 2012


Dex One Corporation (NYSE: DEXO) today announced third quarter 2012 results highlighted by digital bookings growth of 26 percent. Third quarter 2012 adjusted EBITDA of $137 million was down slightly from the prior year period while adjusted free cash flow of $95 million was up relative to the previous year.

The company re-affirmed full year 2012 guidance and narrowed the range for net revenue ($1,275-$1,300 million), adjusted EBITDA ($535-$565 million) and adjusted free cash flow ($320-$350 million).

Ad sales for the quarter were minus 14 percent, in line with the previously provided guidance. Quarterly bookings and revenue declined 13 percent and 11 percent, respectively.

The company expects to post digital bookings growth for the year in excess of 30 percent.

“In the quarter, local businesses turned to Dex One to manage and expand their presence across mobile, social and local platforms,” said Alfred Mockett, Dex One CEO. “Our digital bookings growth was fueled by customers seeking to integrate their local marketing efforts and connect with consumers.”

“While merger-related activities required some of our attention, we continued to focus on efforts to grow our digital business and further reduce costs” said Dex One CFO Greg Freiberg. “We continue to maintain solid EBITDA margins despite the topline pressure, and remain on track to achieve our annual guidance.”

Dex One SuperMedia Merger Update

Following the announcement of the proposed merger between Dex One and SuperMedia, a joint steering committee of the senior secured lenders for both companies was formed to evaluate the proposed amendments to the parties’ respective credit agreements as set forth in the merger agreement. The consent of the lenders to the proposed amendments is a condition to closing the merger.

Dex One and SuperMedia continue to negotiate with the steering committee to reach agreement on amendments to the parties’ respective credit agreements. The parties are also considering alternatives to the current transaction structure to obtain the necessary lender consents.

Additional information about the proposed merger is included in a Form 8-K filed with the U.S. Securities and Exchange Commission today.

THIRD QUARTER 2012 PERFORMANCE

(dollars in millions)


Metric


RESULTS


Year over year change in bookings
Total

(13%)
Digital 26%
Print (22%)

Year over year change in advertising sales (14%)

Net revenue $320
Adjusted EBITDA(1) $137
Adjusted EBITDA margin(1) 43%
Adjusted free cash flow(1) $95
Adjusted net debt(1) $1,951
Net loss, cash flow from operations and total debt (including fair value discount) in the third quarter were $13 million, $98 million and $2,005 million, respectively.

2012 GUIDANCE

The company announced fourth quarter ad sales guidance and updated its existing full year financial guidancefor net revenue, adjusted EBITDA and adjusted free cash flow.

(dollars in millions)


Metric

Current

Guidance

Prior

Guidance(2)

Fourth Quarter


Year over year change in net ad sales (13%) – (14%) n/a

Full Year


Net revenue $1,275 to $1,300 $1,250 to $1,300
Adjusted EBITDA(1) $535 to $565 $525 to $575
Adjusted free cash flow(1) $320 to $350 $310 to $360
The outlook for 2012 operating income (midpoint) and cash flow from operations (midpoint) are $125 million and $365 million, respectively.

Important information regarding operating results and related reconciliations of non-GAAP financial measures to the most comparable GAAP measures can be found in the schedules and related footnotes to this press release, which should be thoroughly reviewed. All figures are preliminary and subject to change pending the filing of our Quarterly Report on Form 10-Q.

Advertising sales is a non-GAAP statistical measure and consists of sales of advertising in print directories distributed during the period and Internet-based products and services with respect to which such advertising first appeared publicly during the period.

The year over year change in ad sales is calculated by dividing the difference between ad sales in the current period and adjusted ad sales in the prior year divided by adjusted ad sales in the prior year. Adjustments have been made to prior year’s ad sales in an attempt to create a same store sales metric.

Bookings is another non-GAAP statistical measure that represents sales activity associated with our print directories and Internet-based marketing solutions during the period. Bookings associated with our local customers represent signed contracts during the period. Bookings associated with our national customers represent what has been published or fulfilled during the period.

The year over year change in bookings is calculated by dividing the difference between bookings in the current period and bookings generated in the prior year divided by bookings generated in the prior year.

It is important to distinguish advertising sales and bookings from net revenue, which is recognized under the deferral and amortization method.

THIRD QUARTER INVESTOR CONFERENCE CALL

Dex One Corporation will be hosting a conference call to discuss its third quarter 2012 results today at 8:30 a.m. (ET). Individuals within the United States can access the call by dialing 800-475-0381- others should dial 517-319-9311. The pass code for the call is “Dex One.” In order to ensure a prompt start time, please dial into the call by 8:20 a.m. EDT.

In addition, a live webcast will be available at www.DexOne.com and an archived version will be accessible for up to one year. A replay of the conference call can also be accessed from within the United States by dialing 866-427-6399 and internationally by dialing 203-369-0893. There is no pass code for the telephonic replay, which will be available through Nov. 8, 2012

Endnotes

1) These are non-GAAP financial measures. Please see the discussion of non-GAAP financial measures in the schedules and related footnotes at the end of this press release.

2) Full year guidance for net revenue, adjusted EBITDA and adjusted free cash flow originally provided on March 1, 2012.

ABOUT DEX ONE CORPORATION

Dex One Corporation (NYSE: DEXO) is a leading marketing solutions provider helping local businesses and their customers connect wherever and whenever they choose to search. Building on its heritage of delivering print-based solutions, the company provides integrated products and services to help its clients establish their digital presence and generate leads. Dex One’s locally based marketing experts offer a broad network of local marketing solutions including online, mobile and print search solutions, such as DexKnows.com. For more information, visit www.DexOne.com.

SAFE HARBOR PROVISION

Certain statements contained in this press release regarding Dex One Corporation’s (“Dex One’s”) future operating results, performance, business plans, prospects, guidance and any other statements not constituting historical fact are “forward-looking statements” subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Where possible, the words “believe,” “expect,” “anticipate,” “intend,” “should,” “will,” “would,” “planned,” “estimated,” “potential,” “goal,” “outlook,” “may,” “predicts,” “could,” or the negative of such terms, or other comparable expressions, as they relate to Dex One or its management, have been used to identify such forward-looking statements. All forward-looking statements reflect only Dex One’s current beliefs and assumptions with respect to future business plans, prospects, decisions and results, and are based on information currently available to Dex One. Accordingly, the statements are subject to significant risks, uncertainties and contingencies, which could cause Dex One’s actual operating results, performance or business plans or prospects to differ materially from those expressed in, or implied by, these statements.

Factors that could cause actual results to differ materially from current expectations include risks and other factors described in Dex One’s publicly available reports filed with the SEC, which contain a discussion of various factors that may affect Dex One’s business or financial results. Such risks and other factors, which in some instances are beyond Dex One’s control, include: the continuing decline in the use of print directories; increased competition, particularly from existing and emerging digital technologies; ongoing weak economic conditions and continued decline in advertising sales; our ability to collect trade receivables from customers to whom we extend credit; our ability to generate sufficient cash to service our debt; our ability to comply with the financial covenants contained in our debt agreements and the potential impact to operations and liquidity as a result of restrictive covenants in such debt agreements; our ability to refinance or restructure our debt on reasonable terms and conditions as might be necessary from time to time; increasing interest rates; changes in our and our subsidiaries’ credit ratings; changes in accounting standards; regulatory changes and judicial rulings impacting our business; adverse results from litigation, governmental investigations or tax related proceedings or audits; the effect of labor strikes, lock-outs and negotiations; potential adverse impacts to our operations and customer and vendor relationships resulting from the announcement of the proposed merger with SuperMedia Inc. (“SuperMedia”) or any delays in completing, or failure to complete, the same; successful realization of the expected benefits of acquisitions, divestitures and joint ventures; our ability to maintain agreements with CenturyLink, AT&T and other major Internet search and local media companies; our reliance on third-party vendors for various services; and other events beyond our control that may result in unexpected adverse operating results. Dex One is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet service providers. This press release is being furnished to the SEC through a Form 8-K. The company’s Quarterly Report on Form 10-Q for the period ended Sept. 30, 2012 to be filed with the SEC may contain updates to the information included in this release.

IMPORTANT INFORMATION FOR INVESTORS AND SECURITY HOLDERS

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed merger transaction between SuperMedia and Dex One will be submitted to the respective stockholders of SuperMedia and Dex One. In connection with the proposed transaction, Newdex, Inc., a subsidiary of Dex One (“Newdex”), will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy statement/prospectus to be used by SuperMedia and Dex One to solicit the required approval of their stockholders and that also constitutes a prospectus of Newdex. INVESTORS AND SECURITY HOLDERS OF SUPERMEDIA AND DEX ONE ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS) AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement/prospectus will be sent to security holders of SuperMedia and Dex One seeking their approval of the proposed transaction. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus (when available) and other relevant documents filed by SuperMedia and Dex One with the SEC from the SEC’s website at www.sec.gov. Copies of the documents filed by SuperMedia with the SEC will be available free of charge on SuperMedia’s website at www.supermedia.com under the tab “Investors” or by contacting SuperMedia’s Investor Relations Department at (877) 343-3272. Copies of the documents filed by Dex One with the SEC will be available free of charge on Dex One’s website at www.dexone.com under the tab “Investors” or by contacting Dex One’s Investor Relations Department at (800) 497-6329.

SuperMedia and Dex One and their respective directors, executive officers and certain other members of management may be deemed to be participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is set forth in SuperMedia’s proxy statement relating to its 2012 Annual Meeting of Shareholders and Dex One’s proxy statement relating to its 2012 Annual Meeting of Stockholders, as filed with the SEC on April 11, 2012 and March 22, 2012, respectively, and subsequent statements of changes in beneficial ownership on file with the SEC. These documents can be obtained free of charge from the sources described above. Security holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the respective companies’ security holders generally, by reading the joint proxy statement/prospectus and other relevant documents regarding the transaction (when available), which will be filed with the SEC.

(See attached schedules and related footnotes)

DEX ONE CORPORATION Schedule 1
INDEX OF SCHEDULES



Schedule 1: Index of Schedules

Schedule 2: Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2012 and 2011

Schedule 3: Unaudited Condensed Consolidated Balance Sheets at September 30, 2012 and December 31, 2011
`
Schedule 4: Unaudited Condensed Consolidated Statements of Cash Flows for the three and nine months ended September 30, 2012 and 2011

Schedule 5: Reconciliation of Non-GAAP Measures

Schedule 6: Statistical Measures - Advertising Sales and Bookings

Schedule 7: Notes to Unaudited Condensed Consolidated Financial Statements
and Non-GAAP Measures

Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q.


DEX ONE CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Schedule 2

Amounts in millions, except earnings (loss) per share

Three Months Ended Nine Months Ended
September 30, September 30,
2012 2011 2012 2011
Net revenue (1) $ 319.7 $ 360.1 $ 998.7 $ 1,128.6
Expenses 188.0 215.9 578.7 655.1
Depreciation and amortization (2) 104.4 66.0 313.2 182.0
Impairment charges (3) - - - 801.1
Operating income (loss) 27.3 78.2 106.8 (509.6 )
Gain on Debt Repurchases, net (4) - - 139.6 -
Gain on sale of assets, net (5) - - - 13.4
Interest expense, net (46.6 ) (55.3 ) (151.6 ) (171.1 )
Income (loss) before income taxes (19.3 ) 22.9 94.8 (667.3 )
Tax (provision) benefit 6.6 (0.7 ) 3.1 142.8
Net income (loss) $ (12.7 ) $ 22.2 $ 97.9 $ (524.5 )

Earnings (loss) per share (EPS):
Basic $ (0.25 ) $ 0.44 $ 1.94 $ (10.47 )
Diluted $ (0.25 ) $ 0.44 $ 1.93 $ (10.47 )
Shares used in computing EPS:
Basic 50.8 50.2 50.6 50.1
Diluted 50.8 50.2 50.6 50.1

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements and Non-GAAP Measures - Schedule 7.

Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q.


DEX ONE CORPORATION Schedule 3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS


Amounts in millions
September 30, 2012 December 31, 2011
Assets
Cash and cash equivalents $ 95.6 $ 257.9
Accounts receivable, net 499.2 605.7
Deferred directory costs 98.6 130.8
Short term deferred income taxes, net 71.5 67.8
Other current assets 42.7 51.4
Total current assets 807.6 1,113.6

Fixed assets and computer software, net 117.6 151.5
Intangible assets, net (2) 1,920.0 2,182.1
Other non-current assets 17.7 13.0
Total Assets $ 2,862.9 $ 3,460.2

Liabilities and Shareholders' Equity (Deficit)
Accounts payable and accrued liabilities $ 91.7 $ 126.2
Accrued interest 22.4 29.2
Deferred revenue 505.9 644.1
Current portion of long-term debt (6) 226.1 326.3
Total current liabilities 846.1 1,125.8

Long-term debt (6) 1,778.6 2,184.1
Deferred income taxes, net 78.2 75.5
Other non-current liabilities 68.0 84.7
Total liabilities 2,770.9 3,470.1

Shareholders’ equity (deficit) 92.0 (9.9 )

Total Liabilities and Shareholders' Equity (Deficit) $ 2,862.9 $ 3,460.2


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements and Non-GAAP Measures - Schedule 7.

Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q.

DEX ONE CORPORATION
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Schedule 4


Amounts in millions
Three Months Ended Nine Months Ended
September 30, September 30,
2012 2011 2012 2011
Net cash provided by operating activities $ 97.6 $ 82.4 $ 261.4 $ 295.0

Investment activities:
Additions to fixed assets and computer software (5.1 ) (4.4 ) (17.1 ) (19.2 )
Proceeds from sale of assets - - 0.1 15.4
Net cash used in investing activities (5.1 ) (4.4 ) (17.0 ) (3.8 )

Financing activities:
Long-term debt repurchases and repayments (77.4 ) (52.2 ) (400.9 ) (207.2 )
Debt issuance costs and other financing items, net (2.4 ) - (5.3 ) 0.5
Decrease in checks not yet presented for payment - - (0.5 ) (17.0 )

Net cash used in financing activities (79.8 ) (52.2 ) (406.7 ) (223.7 )

Increase (decrease) in cash and cash equivalents 12.7 25.8 (162.3 ) 67.5
Cash and cash equivalents, beginning of period 82.9 169.6 257.9 127.9
Cash and cash equivalents, end of period $ 95.6 $ 195.4 $ 95.6 $ 195.4

Non-cash financing activities:
Reduction of debt from Debt Repurchases (4) $ - $ - $ 144.3 $ -


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements and Non-GAAP Measures - Schedule 7.

Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q.

DEX ONE CORPORATION
RECONCILIATION OF NON-GAAP MEASURES

Schedule 5a

(unaudited)

EBITDA and Adjusted EBITDA are not measurements of operating performance computed in accordance with GAAP and should not be considered as a substitute for net income (loss) prepared in conformity with GAAP. In addition, EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Management believes that these non-GAAP financial measures are important indicators of our operations because they exclude items that may not be indicative of, or related to, our core operating results, and provide a better baseline for analyzing our underlying business. Adjusted EBITDA for the three months ended September 30, 2012 is determined by adjusting EBITDA for (i) stock-based compensation expense and long-term incentive program and (ii) merger transaction and integration expenses associated with the proposed merger between Dex One and SuperMedia, Inc. Adjusted EBITDA for the three months ended September 30, 2011 is determined by adjusting EBITDA for stock-based compensation expense and long-term incentive program. Adjusted EBITDA for the nine months ended September 30, 2012 is determined by adjusting EBITDA for (i) gain on Debt Repurchases, net, (ii) stock-based compensation expense and long-term incentive program and (iii) merger transaction and integration expenses associated with the proposed merger between Dex One and SuperMedia, Inc. Adjusted EBITDA for the nine months ended September 30, 2011 is determined by adjusting EBITDA for (i) impairment charges, (ii) gain on sale of assets, net and (iii) stock-based compensation expense and long-term incentive program.

Amounts in millions

Three Months Ended Nine Months Ended
September 30, September 30,
Reconciliation of net income (loss) - GAAP to EBITDA and Adjusted EBITDA 2012 2011 2012 2011

Net income (loss) - GAAP $ (12.7 ) $ 22.2 $ 97.9 $ (524.5 )
Plus (less): tax provision (benefit) (6.6 ) 0.7 (3.1 ) (142.8 )
Plus: interest expense, net 46.6 55.3 151.6 171.1
Plus: depreciation and amortization 104.4 66.0 313.2 182.0
EBITDA $ 131.7 $ 144.2 $ 559.6 $ (314.2 )

Plus: Impairment charges (3) - - - 801.1

Less: Gain on Debt Repurchases, net (4) - - (139.6 ) -

Less: Gain on sale of assets, net (5) - - - (13.4 )

Plus: Stock-based compensation expense and long-term incentive program 1.0 1.5 3.9 4.7

Plus: Merger transaction and integration expenses 4.4 - 4.4 -

Adjusted EBITDA $ 137.1 $ 145.7 $ 428.3 $ 478.2

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements and Non-GAAP Measures - Schedule 7.


Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q.




DEX ONE CORPORATION
RECONCILIATION OF NON-GAAP MEASURES (cont'd)

Schedule 5b
(unaudited)

Free cash flow and Adjusted free cash flow are not measurements of operating performance computed in accordance with GAAP and should not be considered as a substitute for cash flow from operations prepared in conformity with GAAP. In addition, Free cash flow and Adjusted free cash flow may not be comparable to similarly titled measures of other companies. Management believes that these cash flow measures provide investors and stockholders with a relevant measure of liquidity and a useful basis for assessing the Company's ability to fund its activities and obligations. Adjusted free cash flow for the three and nine months ended September 30, 2012 is determined by adjusting Free cash flow for merger transaction and integration cash payments associated with the proposed merger between Dex One and SuperMedia, Inc.

Amounts in millions

Three Months Ended Nine Months Ended
September 30, September 30,
Reconciliation of cash flow from operations - GAAP to free cash flow and adjusted free cash flow 2012 2011
2012

2011

Cash flow from operations - GAAP $ 97.6 $ 82.4 $ 261.4 $ 295.0
Less: Additions to fixed assets and computer software - GAAP (5.1 ) (4.4 ) (17.1 ) (19.2 )
Free cash flow 92.5 $ 78.0 244.3 $ 275.8
Add: Merger transaction and integration cash payments 2.6 2.6
Adjusted free cash flow $ 95.1 $ 246.9


Reconciliation of debt - GAAP to net debt and net debt - eliminating fair value discount (6) (7) September 30, 2012 December 31, 2011
Debt - GAAP $ 2,004.7 $ 2,510.4
Less: Cash and cash equivalents (95.6 ) (257.9 )
Net debt 1,909.1 2,252.5
Fair value discount 41.6 63.2
Net debt - eliminating fair value discount $ 1,950.7 $ 2,315.7

See accompanying Notes to Unaudited Condensed Consolidated Financial Statements and Non-GAAP Measures - Schedule 7.


Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q.

DEX ONE CORPORATION
RECONCILIATION OF NON-GAAP MEASURES (cont'd)

Schedule 5c
(unaudited)

Amounts in millions

Full Year 2012
Reconciliation of adjusted EBITDA outlook - Midpoint to operating income - GAAP outlook Outlook

Adjusted EBITDA outlook - Midpoint $ 550
Less: depreciation and amortization (415 )
Adjusted operating income outlook 135
Less: Stock-based compensation expense and long-term incentive program (10 )
Operating income - GAAP outlook $ 125


Full Year 2012
Reconciliation of adjusted free cash flow outlook - Midpoint to cash flow from operations outlook - GAAP Outlook

Adjusted free cash flow outlook - Midpoint $ 335
Plus: Additions to fixed assets and computer software 30
Cash flow from operations outlook - GAAP $ 365

DEX ONE CORPORATION
STATISTICAL MEASURES
CALCULATION OF ADVERTISING SALES AND BOOKINGS PERCENTAGE CHANGE OVER PRIOR YEAR PERIODS

Schedule 6
(unaudited)


Amounts in millions, except percentages
Nine Months Ended Three Months Ended Three Months Ended Three Months Ended Three Months Ended
Advertising Sales (8) September 30, 2012 September 30, 2012 June 30, 2012 March 31, 2012 December 31, 2011

Advertising Sales $ 862 $ 232 $ 334 $ 296 $ 387

Advertising sales percentage change over prior year periods (14 %) (14 %) (12 %) (16 %) (13 %)

Nine Months Ended Three Months Ended Three Months Ended Three Months Ended Three Months Ended
Bookings (8) September 30, 2012 September 30, 2012 June 30, 2012 March 31, 2012 December 31, 2011

Bookings:

Print bookings $ 644 $ 200 $ 206 $ 237 $ 253

Digital bookings 208 72 69 67 60

Total Bookings $ 852 $ 272 $ 275 $ 304 $ 313

Bookings percentage change over prior year periods:

Print bookings percentage change (22 %) (22 %) (24 %) (21 %) (18 %)
Digital bookings percentage change 36 % 26 % 53 % 32 % 34 %

Total bookings percentage change over prior year periods (13 %) (13 %) (13 %) (13 %) (11 %)


See accompanying Notes to Unaudited Condensed Consolidated Financial Statements and Non-GAAP Measures - Schedule 7.

Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q.

DEX ONE CORPORATION Schedule 7
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND NON-GAAP MEASURES


(1)

Our advertising revenues are earned primarily from the sale of advertising in yellow pages directories we publish. Advertising revenues also include revenues from our Internet-based marketing solutions including online directories, such as DexKnows.com and DexNet. Advertising revenues are affected by several factors, including changes in the quantity and size of advertisements, acquisition of new clients, renewal rates of existing clients, premium advertisements sold, changes in advertisement pricing, the introduction of new marketing solutions, an increase in competition and more fragmentation in the local business search market and general economic factors. Revenues with respect to print advertising and Internet-based marketing solutions that are sold with print advertising are recognized under the deferral and amortization method whereby revenues are initially deferred when a directory is published, net of sales claims and allowances, and recognized ratably over the directory’s life, which is typically 12 months. Revenues with respect to Internet-based marketing solutions that are sold standalone, such as DexNet, are recognized ratably over the life of the contract commencing when they are first delivered or fulfilled. Revenues with respect to our marketing solutions that are performance-based are recognized as the service is delivered or fulfilled.

(2)

The Company evaluated the remaining useful lives of definite-lived intangible assets and other long-lived assets during the first quarter of 2012. Based on our evaluation, we reduced the estimated useful lives of our directory services agreements, local and national customer relationships and tradenames and trademarks to a combined weighted average useful life of 9 years. As a result of reducing the estimated useful lives of these intangible assets, the Company expects an increase in amortization expense of $161.6 million and total amortization expense of $349.4 million for 2012.

(3)

The Company concluded there were indicators of impairment as of May 31, 2011. As a result, we performed impairment tests of our goodwill, definite-lived intangible assets and other long-lived assets as of May 31, 2011. The impairment testing results for recoverability of our definite-lived intangible assets and other long-lived assets indicated they were recoverable and thus no impairment test was required as of May 31, 2011. Based upon the testing results of our goodwill, we determined that the remaining goodwill assigned to each of our reporting units was fully impaired and thus recognized an aggregate goodwill impairment charge of $801.1 million during the second quarter of 2011, which was recorded at each of our reporting units.

(4)

On April 19, 2012, the Company utilized cash on hand of $26.5 million to repurchase $98.2 million aggregate principal amount of Dex One senior subordinated notes. On March 23, 2012, the Company utilized cash on hand of $69.5 million to repurchase loans under our credit facilities of $142.1 million. These debt transactions are hereby referred to as the "Debt Repurchases." The Debt Repurchases have been accounted for as an extinguishment of debt resulting in a non-cash, pre-tax gain of $139.6 million during the nine months ended September 30, 2012.

(5)

On February 14, 2011, we completed the sale of substantially all net assets of Business.com. As a result, we recognized a gain on sale of these assets of $13.4 million during the first quarter of 2011.

(6)

In conjunction with our adoption of fresh start accounting, an adjustment was established to record our outstanding debt at fair value on the Fresh Start Reporting Date. The Company was required to record our credit facilities at a discount as a result of their fair value on the Fresh Start Reporting Date. Therefore, the carrying amount of these debt obligations is lower than the principal amount due at maturity. This fair value adjustment is amortized as an increase to interest expense over the remaining term of the respective debt agreements and does not impact future scheduled interest or principal payments. The unamortized fair value adjustment resulting from fresh start accounting was $41.6 million at September 30, 2012.

(7)

Net debt represents total debt less cash and cash equivalents on the respective date. Net debt – eliminating fair value discount eliminates the fair value discount as a result of fresh start accounting described in Note 6 and represents principal amounts due at maturity.

(8)

Advertising sales is a non-GAAP statistical measure and consists of sales of advertising in print directories distributed during the period and Internet-based marketing solutions with respect to which such advertising first appeared publicly during the period. In order to calculate a percentage change over prior periods, adjustments have been made to the prior year’s advertising sales in an attempt to create a same store sales metric. Bookings is also a non-GAAP statistical measure and represents sales activity associated with our print directories and Internet-based marketing solutions during the period. Bookings associated with our local customers represent signed contracts during the period. Bookings associated with our national customers represent what has been published or fulfilled during the period. It is important to distinguish advertising sales and bookings from net revenue, which is recognized under the deferral and amortization method.



Note: These schedules are preliminary and subject to change pending the Company's filing of its Form 10-Q

with the yahoo message boards having gone into the trash... are there any other message boards with investors talking about spmd?

SuperMedia to Report Third Quarter 2012 Results on Tuesday, October 30
Print
Alert
Supermedia Inc. (MM) (NASDAQ:SPMD)
Intraday Stock Chart
Today : Thursday 18 October 2012


SuperMedia (NASDAQ:SPMD) will report third quarter 2012 earnings on Tuesday, October 30, 2012.

SuperMedia welcomes investors, media and other interested parties to join Peter McDonald, chief executive officer of SuperMedia, and Samuel D. Jones, executive vice president, chief financial officer and treasurer, in a discussion via a Web cast and teleconference beginning at 10:00am (Eastern).

Individuals within the United States can access the earnings call by dialing 888/603-6873. International participants should dial 973/582-2706. The pass code for the call is: 51095102. In order to ensure a prompt start time, please dial into the call by 9:50am (Eastern). A replay of the teleconference will be available at 800/585-8367. International callers can access the replay by calling 404/537-3406. The replay pass code is: 51095102. The replay will be available through November 13, 2012. In addition, a live Web cast will be available on SuperMedia’s Web site in the Investor Relations section at www.supermedia.com.

Dex One Corporation to Announce Third Quarter 2012 Results on October 25
Date : 10/16/2012 @ 9:05AM
Source : Business Wire
Stock : Dex One Corp. (DEXO)
Quote : 1.34 0.02 (1.52%) @ 1:38PM

Dex One Corporation to Announce Third Quarter 2012 Results on October 25
Print
Alert
Dex One Corp. (NYSE:DEXO)
Intraday Stock Chart
Today : Tuesday 16 October 2012


Dex One Corporation (NYSE: DEXO) will release third quarter 2012 results on Thursday, Oct. 25, at approximately 6:30 a.m. EDT. The release will be posted to the Investor Relations section of the company’s website, www.DexOne.com.

The company invites investors and other interested parties to participate in a conference call at 8:30 a.m. EDT on the same day to hear commentary regarding results. Alfred Mockett, CEO, and Greg Freiberg, executive vice president and CFO, will host the call. Remarks will be followed by a question and answer session.

Individuals within the United States can access the call by dialing 800-475-0381- others should dial 517-319-9311. The pass code for the call is “Dex One.” In order to ensure a prompt start time, please dial into the call by 8:20 a.m. EDT. In addition, a live webcast will be available at www.DexOne.com and an archived version will be accessible for up to one year. A replay of the conference call can also be accessed from within the United States by dialing 866-427-6399 and internationally by dialing 203-369-0893. There is no pass code for the telephonic replay, which will be available through Nov. 8, 2012.

algo's running wild http://www.reuters.com/article/2009/03/16/idearc-idUSBNG49547920090316

spmd at 3.58 into the after hours

Sold 1/4 of my position above the 50dma, a much better price than I had anticipated.

Poser. That's why. Other than that, well spoken.

What is more meaningful than a purpose of "Do Not Lose"

That is the goal. I will not change that goal.

Statistically speaking, not losing overall requires strategic losses along the way, where you improve and get better. Those that never lose always lose.

Then change 'Glen do not lose Bradford' to something more meaningful.

I have lost millions of dollars in my lifetime. I readily admit my mistakes and move on.

To him who has ears, let him hear.

Buy 100 to 1 in the stock market by thomas phelps.

Because the share price is going up, not down, maybe, I don't know. One thing for sure, I do lose money and I willingly admit it. Maybe that's something you need to work on. Happy buy and holding to ya. I trade em.

Just because you have money does not mean that you need to pay a high price to buy stuff.

I am in the business of making money. RGR is out of my price range because for every $1 of annual earnings I have to pay $16.

Why pay $16 for that dollar when I can pay less somewhere else?

Really? In your last post to me you mentioned you were wealthy. It's a metaphor and I have no idea what that means. But, I'm sure you do.

RGR is out of my price range.

I am sorry that you do not have 10 years. Try 5 then.

So...your advice is to hold on for 10 years. I don't have 10 years, so what is your advice for me now? I have another question, if I may...what is your plan if your analysis is wrong? Might want to check out RGR. The price of their stock is on fire. Yes, pun intended.

Big ego's don't make money in the markets. You either learn from your mistakes or you lose. I'm not smarter than the market. I consider myself stupid. That's what drives me to succeed.

so what now? i do nothing or i buy more.

i've done both. if you have the patience that i have, my advise is that you buy now and hold on for 10 years

can you do that? if you can, you will become as wealthy as i am.

Then how do you know there's low volume? If you want a prediction, ask Ms. Cleo or shake the Magic 8 ball. I can't forecast the future.

I don' pay too much attention to charts other buying more shares when a company I like dips ... Especially on low volume ... I' ve not seen any empirical evidence that charting works ... I probably am jaded as I took a masters level finance course on exchange rates and the best statistical model was a random walk meaning 50% chance it will go up and 50% chance it will go down ...
Thats why i'm curiois what you think will happen next. Are the charts telling you anything now about which direction its going to go next?

My chart said resistance at 200 dma. It also said gap fill. What do your charts say?

So what do the charts say to you its going to do next?

So what now slick? This is why I look at charts...with decimal points!

also i'm all out of dry powder so to speak at this point.

i'm pretty much all in on two investment opportunities:

1. Yellow Media
2. Dex Media

boo boo, i'm not looking at the 15 minute price chart.

i'm looking at the "next 5 year price valuation vs. today chart" in my brain.

fact is, that any price you buy this in the past year is a good price to own based on my estimates... i don't want to count my minutes, i don't want to count my hundreds..

i want to count my years and my millions.

pick your decimal point.

no, i'd prefer the price to go down, i have a bid for 5000 shares at 2.62

Is that you pushing the price up? Good Job!!

i can't stop buying.