– Merger Economics and Investor Interests Preserved –
– Transaction Now Expected to Close in First Half of 2013 –
– Merged Company Will Have Until End of 2016 to Retire Debt –
CARY, N.C. and DALLAS, Dec. 6, 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 its 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.
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 DexOne.com.
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 SuperMedia.com.