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
