Dex One and SuperMedia File Pre-Packaged Plans of Reorganization as Part of Merger Process
Dex One Corporation (NYSE: DEXO) and SuperMedia Inc. (NASDAQ: SPMD)
today announced that each company has received the requisite shareholder
approval for their proposed merger and they both have voluntarily filed
for Chapter 11 in the United States Bankruptcy Court for the District of
Delaware (the “Court”), to implement “pre-packaged” Plans of
Reorganization.
Dex One and SuperMedia intend to use this strategic process to
facilitate the completion of their merger announced on Aug. 21, 2012.
The operations of both companies are expected to continue without
interruption during the restructuring process. Subject to Court approval
of the plans, the companies believe the merger will be completed within
45 to 60 days. These plans intend to preserve the interests of all
investors without any impairment to existing Dex One or SuperMedia
equity holders and Dex One note holders.
“This process will facilitate the completion of our merger with Dex One
and ensure the financial and strategic benefits of the merger identified
and communicated previously remain unchanged,” said Peter McDonald,
president and CEO of SuperMedia. “A substantial majority of our lenders
and stockholders have pledged their support for this transaction and we
remain committed to closing it in the first half of this year. The new
company will be the trusted marketing consultant to help local
businesses across the United States grow.”
“This combination is good for customers, investors, consumers and
employees, and creates a stronger company that can penetrate more of the
local marketplace,” said Alfred Mockett, CEO of Dex One. “By joining two
industry leaders to create a national provider of social, local and
mobile marketing solutions, we believe Dex One and SuperMedia will
accelerate the transformation of the newly combined company and be
positioned to deliver outstanding service and support. Throughout the
merger process, the employees from both companies have demonstrated
great dedication, and remain focused on exceeding the needs of local
businesses in the markets we serve.”
Pursuant to the proposed plans, Dex One and SuperMedia do not need, nor
intend to obtain debtor-in-possession (DIP) financing during the
reorganization. The companies maintain substantial cash balances and
continue to generate positive cash flow.
Dex One and SuperMedia have filed a series of motions with the Court to
ensure the continuation of normal operations, including requesting Court
approval to continue paying employee wages and salaries and providing
employee benefits without interruption. The companies also are seeking
Court authorization to continue paying vendors, suppliers and service
providers in full under customary terms for all goods and services,
including those provided before the filing date. The companies expect
the Court to approve these requests shortly.
Both companies intend to work with their respective exchanges to remain
listed during the restructuring.
Houlihan Lokey Capital Inc. is acting as financial advisor to Dex One,
and Kirkland & Ellis LLP is acting as its legal counsel. Morgan Stanley
& Co. LLC is acting as financial advisor to SuperMedia for the merger,
and Fulbright & Jaworski L.L.P and Cleary Gottlieb Steen & Hamilton LLP
are acting as legal counsel to SuperMedia. Chilmark Partners is acting
as financial advisor to SuperMedia’s board of directors.
For access to court documents and other general information about the
pre-packaged plans cases, visit www.epiq11.com/dexone
or www.epiq11.com/supermedia.com.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release regarding Dex One
Corporation’s (“Dex One”) future operating results, performance,
business plans, prospects, guidance, statements about the benefits of
the proposed merger with SuperMedia Inc. (“SuperMedia”) and the combined
company, 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, SuperMedia or their respective
management, have been used to identify such forward-looking statements.
All forward-looking statements reflect only Dex One'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 One and SuperMedia. Accordingly, the statements are
subject to significant risks, uncertainties and contingencies, which
could cause Dex One'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
One'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 One, 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 One and SuperMedia to consummate the transaction
on the terms set forth in the merger agreement; risks related to the
impact that either Dex One’s or the SuperMedia’s voluntary case under
Chapter 11 of title 11 of the United States Code, filed to consummate
the transaction, could have on our business operations, financial
condition, liquidity or cash flow; 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 bankruptcy cases; and difficulties in connection with the
process of integrating Dex One 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. None of Dex One, SuperMedia or
the combined company is responsible for updating the information
contained in this release beyond the publication date, or for changes
made to this document by wire services or Internet service providers.