0001104659-13-085022.txt : 20131115 0001104659-13-085022.hdr.sgml : 20131115 20131115110046 ACCESSION NUMBER: 0001104659-13-085022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131115 ITEM INFORMATION: Other Events FILED AS OF DATE: 20131115 DATE AS OF CHANGE: 20131115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEX MEDIA, INC. CENTRAL INDEX KEY: 0001556739 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 460821335 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35895 FILM NUMBER: 131222855 BUSINESS ADDRESS: STREET 1: 2200 WEST AIRFIELD DRIVE STREET 2: P.O. BOX 619810 CITY: D/FW AIRPORT STATE: TX ZIP: 75261 BUSINESS PHONE: 972-453-7000 MAIL ADDRESS: STREET 1: 2200 WEST AIRFIELD DRIVE STREET 2: P.O. BOX 619810 CITY: D/FW AIRPORT STATE: TX ZIP: 75261 FORMER COMPANY: FORMER CONFORMED NAME: NEWDEX, INC. DATE OF NAME CHANGE: 20120822 8-K 1 a13-24311_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported):

November 15, 2013

 

DEX MEDIA, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware

 

1-35895

 

13-2740040

(State of Incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

2200 West Airfield Drive, P.O. Box 619810, DFW Airport, Texas 75261

(Address of Principal Executive Offices)

 

(972) 453-7000

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 8.01                                           Other Events.

 

In connection with the consummation of the merger between Dex One Corporation and SuperMedia Inc. (“SuperMedia”), on April 30, 2013, Dex Media, Inc., entered into an amended and restated loan agreement for SuperMedia and three amended and restated credit agreements for each of Dex Media East, Inc. (“DME”), Dex Media West, Inc. (“DMW”) and R.H. Donnelley Inc. (“RHDI”) (collectively, the “senior secured credit facilities”), with named financial institutions and JPMorgan Chase Bank, N.A. as administrative agent and collateral agent under the SuperMedia, DME and DMW senior secured credit facilities, and Deutsche Bank Trust Company Americas as administrative agent and collateral agent under the RHDI senior secured credit facility.

 

The senior secured credit facilities, among other things, allow SuperMedia, DME, DMW and RHDI to repurchase and retire debt below par, subject to the procedures and conditions set forth in the senior secured credit facilities. Under the terms and conditions of the senior secured credit facilities (i) SuperMedia has commenced an offer to utilize up to $80 million to repurchase its bank debt at a price of 70.0% to 75.0% of par, (ii) RHDI has commenced an offer to utilize up to $7 million to repurchase its bank debt at a price of 62.0% to 65.0% of par, (iii) DME has commenced an offer to utilize up to $6 million to repurchase its bank debt at a price of 66.0% to 69.0% of par, and (iv) DMW has commenced an offer to utilize up to $8 million to repurchase its bank debt at a price of 75.0% to 78.0% of par.  The offers will expire at 5:00 p.m., New York City time, on Friday, November 22, 2013, unless extended by each of SuperMedia, RHDI, DME and DMW.

 

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the debt subject to the offer or any other securities, nor shall there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

DEX MEDIA, INC.

 

 

 

 

 

By:

/s/ Raymond R. Ferrell

 

 

Name:

Raymond R. Ferrell

 

 

Title:

Acting Executive Vice President —

 

 

 

General Counsel and Secretary

 

 

Date:                  November 15, 2013

 

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