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Dex One and SuperMedia Reach Agreement with Lender Steering Committee and Amend Merger Agreement

  Dex One and SuperMedia Reach Agreement with Lender Steering Committee and
  Amend Merger Agreement

           -- 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 --

Business Wire

CARY, N.C. & DALLAS -- December 06, 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.SuperMediasolutions
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 andEveryCarListed.com® to shop for new and used vehicles. For more
information, visitwww.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 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 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 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 with the SEC will be available free of charge on Dex’s
website at www.dexone.com under the tab “Investors” or by contacting Dex’s
Investor Relations Department at (800) 497-6329.

SuperMedia and Dex 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’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.

Forward-Looking Statements

Certain statements contained in this document are "forward-looking statements"
subject to the safe harbor created by the Private Securities Litigation Reform
Act of 1995, including but not limited to, statements about the benefits of
the proposed transaction and combined company, including future financial and
operating results and synergies, plans, objectives, expectations and
intentions and other statements relating to the proposed transaction and the
combined company that are not historical facts. 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, SuperMedia, the combined company or their respective
management, have been used to identify such forward-looking statements. All
forward-looking statements reflect only Dex’s and SuperMedia’s current beliefs
and assumptions with respect to future business plans, prospects, decisions
and results, and are based on information currently available to Dex and
SuperMedia. Accordingly, the statements are subject to significant risks,
uncertainties and contingencies, which could cause Dex’s, SuperMedia’s or the
combined company’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’s and
SuperMedia’s publicly available reports filed with the SEC, which contain
discussions of various factors that may affect the business or financial
results of Dex, SuperMedia or the combined company. Such risks and other
factors, which in some instances are beyond either company’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; the companies’
ability to collect trade receivables from customers to whom they extend
credit; the companies’ ability to generate sufficient cash to service their
debt; the companies’ ability to comply with the financial covenants contained
in their debt agreements and the potential impact to operations and liquidity
as a result of restrictive covenants in such debt agreements; the companies’
ability to refinance or restructure their debt on reasonable terms and
conditions as might be necessary from time to time; increasing interest rates;
changes in the companies’ and the companies’ subsidiaries credit ratings;
changes in accounting standards; regulatory changes and judicial rulings
impacting the companies’ businesses; adverse results from litigation,
governmental investigations or tax related proceedings or audits; the effect
of labor strikes, lock-outs and negotiations; successful realization of the
expected benefits of acquisitions, divestitures and joint ventures; the
companies’ ability to maintain agreements with major Internet search and local
media companies; the companies’ reliance on third-party vendors for various
services; and other events beyond their control that may result in unexpected
adverse operating results.

With respect to the proposed merger, important factors could cause actual
results to differ materially from those indicated by forward-looking
statements included herein, including, but not limited to, the ability of Dex
and SuperMedia to consummate the transaction on the terms set forth in the
merger agreement; the risk that anticipated cost savings, growth opportunities
and other financial and operating benefits as a result of the transaction may
not be realized or may take longer to realize than expected; the risk that
benefits from the transaction may be significantly offset by costs incurred in
integrating the companies; potential adverse impacts or delay in completing
the transaction as a result of obtaining consents from lenders to Dex or
SuperMedia; failure to receive the approval of the stockholders of either Dex
or SuperMedia for the transaction; and difficulties in connection with the
process of integrating Dex and SuperMedia, including: coordinating
geographically separate organizations; integrating business cultures, which
could prove to be incompatible; difficulties and costs of integrating
information technology systems; and the potential difficulty in retaining key
officers and personnel. These risks, as well as other risks associated with
the merger, will be more fully discussed in the proxy statement/prospectus
included in the registration statement on Form S-4 that Newdex intends to file
with the SEC in connection with the proposed transaction.

None of Dex, SuperMedia or the combined company is responsible for updating
the information contained in this document beyond the publication date, or for
changes made to this document by wire services or Internet service providers.

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Contact:

Dex One
Media Contacts:
Chris Hardman, 303-784-1351
Chris.Hardman@dexone.com
or
Investor Contact:
Cobb Bay Partners
James Gruskin, 800-497-6329
invest@dexone.com
or
Media Contacts:
SuperMedia
Andrew Shane, 214-498-4915
Andrew.Shane@supermedia.com
or
Investor Contact:
Cliff Wilson, 972-453-6188
Cliff.Wilson@supermedia.com
 
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