8-K

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):

December 29, 2015

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:

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On January 4, 2016, Dex Media, Inc. (the “Company”) entered into a Third Amendment (the “Third Amendment”) to Forbearance Agreement (as amended by the First Amendment to Forbearance Agreement dated as of November 23, 2015, and the Second Amendment to Forbearance Agreement dated as of December 14, 2015, the “Forbearance Agreement”) by and among the Company, certain of the Company’s direct and indirect subsidiaries, JPMorgan Chase Bank, N.A. (“JPM”) as an agent under (i) the Amended and Restated Credit Agreement, dated as of April 30, 2013, by and among Dex Media East, Inc., as borrower, the Company, Dex Media Holdings, Inc. (“Holdings”), JPM, as administrative agent and collateral agent, and each of the lenders from time to time party thereto; (ii) the Amended and Restated Credit Agreement, dated as of April 30, 2013, among Dex Media West, Inc., as borrower, the Company, Holdings, JPM, as administrative agent and collateral agent, and each of the lenders from time to time party thereto; and (iii) the Amended and Restated Loan Agreement, dated as of April 30, 2013, by and among SuperMedia, Inc., as borrower, the Company, JPM, as administrative agent and collateral agent, and each of the lenders from time to time party thereto; Deutsche Bank Trust Company Americas (“DB”) as an agent under the Fourth Amended and Restated Credit Agreement, dated as of April 30, 2013, by and among R.H. Donnelley Inc., as borrower, the Company, DB, as administrative agent and collateral agent, and each of the lenders from time to time party thereto; and each lender under the Credit Agreements executing the Forbearance Agreement.

Pursuant to the Third Amendment, the forbearance period (the “Forbearance Period”) under the Forbearance Agreement, which was previously set to expire at 11:59 p.m. (New York time) on January 4, 2016, was extended such that it will expire no later than 11:59 p.m. (New York time) on January 18, 2016 (the “Expiration Time”); provided, however, that if Sufficient Lenders (as defined in the Third Amendment) have not provided a written notice of termination on or prior to January 18, 2016, the Expiration Time shall be automatically extended until 11:59 p.m. (New York time) on the earliest date of termination that is specified in a written notice delivered by Sufficient Lenders, which specified date must be at least five business days after the date such notice is delivered. The Forbearance Period remains subject to early termination upon the occurrence of certain termination events previously disclosed in the Company’s Current Report on Form 8-K filed on November 5, 2015.

The foregoing description of the Third Amendment is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On December 29, 2015, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”), stating that Nasdaq has determined that the Company’s securities will be delisted from the Nasdaq Global Select Market due to the Company’s inability to regain compliance with the $15 million minimum market value of publicly held shares continued listing standard, as required by Nasdaq Listing Rule 5450(b)(3)(C). The Company’s receipt of Nasdaq’s initial notification letter with respect to its lack of compliance with such rule was disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on July 7, 2015. Accordingly, unless the Company requests an appeal of Nasdaq’s determination, trading of the Company’s common stock will be suspended at the opening of business on January 7, 2016, and Nasdaq will file a Form 25-NSE with the Commission, which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

The Company currently does not intend to appeal Nasdaq’s determination. The Company expects that its securities will be eligible to be quoted on the OTC Bulletin Board or in the “Pink Sheets.”

Forward-Looking Statements

Some statements included in this report constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the federal securities laws. Statements that include the words “may”, “will”, “could”, “should”, “would”, “believe”, “anticipate”, “forecast”, “estimate”, “expect”, “preliminary”, “intend”, “plan”, “project”, “outlook” and similar statements of a future or forward-looking nature identify forward-looking statements. You should not place undue reliance on these statements, as they are not guarantees of future performance. Forward-looking statements provide current expectations with respect to the Company’s financial performance and future events with respect to the Company’s business and industry in general.  Forward-looking statements are based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the Company’s actual results to differ materially from those indicated in these statements. The Company believes that these factors include, but are not limited to, the risks related to the following:  the Company’s ability to provide assurance for the long-term continued viability of its business; the Company’s non-compliance with certain covenants under its senior secured credit facilities and senior subordinated notes; the Company’s ability to comply with the forbearance agreement with respect to its senior secured credit facilities or the risk that the forbearance agreement is terminated; limitations on the Company’s operating and strategic flexibility and the ability to operate the Company’s business, finance its capital needs or expand business strategies under the terms of the Company’s credit facilities; limited access to capital markets and increased borrowing costs resulting from the Company’s leveraged capital structure and debt ratings; the Company’s ability to obtain additional financing or refinance its existing indebtedness on satisfactory terms or at all; the Company’s ability to accurately report its financial results due to a material weaknesses in its internal control over financial reporting; changes in the Company’s credit rating; changes in the Company’s operating performance; the Company’s ability to implement its business transformation program as planned; the Company’s ability to realize the anticipated benefits in the amounts and at the times expected from the business transformation program; the risk that the amount of costs associated with the Company’s business transformation program will exceed estimates; the risk that the Company’s common stock may be delisted from The Nasdaq Stock Market LLC; reduced advertising spending and increased contract cancellations by the Company’s clients, which causes reduced revenue; declining use of print yellow page directories by consumers; the Company’s ability to collect trade receivables from clients to whom we extend credit; credit risk associated with the Company’s reliance on

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small and medium sized businesses as clients; the Company’s ability to anticipate or respond to changes in technology and user preferences; the Company’s ability to maintain agreements with major Internet search and local media companies; competition from other yellow page directory publishers and other traditional and new media including increased competition from existing and emerging digital technologies; changes in the availability and cost of paper and other raw materials used to print the Company’s directories; the Company’s reliance on third-party providers for printing, publishing and distribution services; the Company’s ability to attract and retain qualified key personnel; the Company’s ability to maintain good relations with its unionized employees; changes in labor, business, political and economic conditions; changes in governmental regulations and policies and actions of federal, state and local municipalities impacting the Company’s businesses; the outcome of pending or future litigation and other claims; and other events beyond the Company’s control that may result in unexpected adverse operating results.

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in the periodic and other reports the Company files with the Commission, including the information in “Item 1A. Risk Factors” in Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, “Item 1A. Risk Factors” in Part II of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015, “Item 1A. Risk Factors” in Part II of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, which are incorporated herein by reference.  If one or more events related to these or other risks or uncertainties materialize, or if the Company’s underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. All forward-looking statements included in this report are expressly qualified in their entirety by the foregoing cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof or, in the case of statements incorporated by reference, on the date of the document incorporated by reference and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Third Amendment, dated as of January 4, 2016.

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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:	Executive Vice President —
		General Counsel and Corporate Secretary

Date:January 5, 2016

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Third Amendment, dated as of January 4, 2016.

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EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO FORBEARANCE AGREEMENT

This AMENDMENT NO. 3 TO FORBEARANCE AGREEMENT dated as of January 4, 2016 (this “Amendment”), is entered into by and among each lender under the Credit Agreements executing a counterpart hereof (the “Subject Lenders”), JPMorgan Chase Bank, N.A. as an Agent under the Dex East Credit Agreement, the Dex West Credit Agreement and the SuperMedia Credit Agreement and Deutsche Bank Trust Company Americas, as an Agent under the RHDI Credit Agreement, each in its capacity as an Agent, and Dex Media, Inc., Dex Media East, Inc., Dex Media Holdings, Inc., Dex Media Service LLC, Dex Media West, Inc., Dex One Digital, Inc., Dex One Service, Inc., R.H. Donnelley Inc., R.H. Donnelley APIL, Inc., R.H. Donnelley Corporation, SuperMedia Inc., SuperMedia LLC, and SuperMedia Sales Inc. (collectively, the “Company” and each a “Company Party”).  The Subject Lenders, the Agents, and the Company, are hereinafter referred to collectively as the “Parties.”  Unless otherwise defined herein, all defined terms used in this Amendment shall have the meanings ascribed to such terms in the Forbearance Agreement (as defined below).

RECITALS

WHEREAS, the Company has entered into the Forbearance Agreement, dated as of October 30, 2015, with the other Parties, as amended by that First Amendment to Forbearance Agreement dated as of November 23, 2015 and that Second Amendment to Forbearance Agreement dated as of December 14, 2015 (as amended, supplemented or otherwise modified and in effect from time to time, the “Forbearance Agreement”);

WHEREAS, Section 1(a) of the Forbearance Agreement defines the Forbearance Termination Date as the earlier of (i) 11:59 p.m. (New York time) on January 4, 2016 and (ii) the occurrence of a Termination Event;

WHEREAS, the Forbearance Agreement shall automatically terminate on and after the Forbearance Termination Date, as set forth in Section 2(b) of the Forbearance Agreement; and

WHEREAS, the Subject Lenders (which as of the date hereof collectively hold more than 50% of the aggregate outstanding principal amount of Loans under each of the Dex East Credit Agreement, the Dex West Credit Agreement, the RDHI Credit Agreement, and the SuperMedia Credit Agreement) and the other Parties desire to enter into this Amendment to extend the termination date set forth in Section 1(a) of the Forbearance Agreement upon the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendment.  The Parties hereto agree that the Forbearance Agreement is hereby amended effective as of the Effective Date (as defined below) as follows:

(a)The definition of “Forbearance Termination Date” in Section 1(a) of the Forbearance Agreement is hereby deleted and replaced in its entirety with the following:

“Forbearance Termination Date” means the earlier of (i) the occurrence of a Termination Event and (ii) the Expiration Time.

(b)A new definition of “Expiration Time” is added to section 1(a) of the Forbearance Agreement as follows:

“Expiration Time” means 11:59 p.m. (New York time) on January 18, 2016; provided, however, that if Sufficient Lenders have not provided a written notice of termination to the Company and the Agents on or prior to January 18, 2016, the Expiration Time shall be automatically extended until 11:59 p.m. (New York time) on the earliest date of termination that is specified in a written notice delivered by Sufficient Lenders to the Company and the Agents, which specified date must be at least five (5) business days after the date such notice is delivered to the Company and the Agents.

(c)A new definition of “Sufficient Lenders” is added to section 1(a) of the Forbearance Agreement as follows:

“Sufficient Lenders” means one or more Subject Lenders that, if no longer “Subject Lenders” under, and parties to, the Forbearance Agreement,  would result in the remaining Subject Lenders party to the Forbearance Agreement ceasing to constitute Required Lenders under each of the Credit Agreements.

2.Conditions to Effectiveness.  This Amendment shall become effective and be deemed effective as of the date (the date of such effectiveness being referred to as the “Effective Date”) upon the satisfaction (or waiver by each of the Agents and the Subject Lenders constituting Required Lenders under each of the Credit Agreements) of the following conditions:

(a)Counterparts.  Receipt by the Agents of counterparts of this Amendment executed by each Company Party and the Subject Lenders constituting the Required Lenders under and as defined in each of the Credit Agreements as of the date hereof.

(b)No Default.  No Default or Event of Default (each as defined under each of the Credit Agreements) other than the Specified Events of Defaults shall have occurred and be continuing.

(c)No Termination Event.  No Termination Event shall have occurred and be continuing.

(d)Representations and Warranties.  As of the Effective Date, the representations and warranties contained in this Amendment, the Credit Agreements and in each other Loan Document (other than with respect to the Specified Events of Default) shall be true and correct in all material respects (or in any respect to the extent such representation or warranty is qualified by materiality) on and as of the Effective Date as if made on and as of the Effective Date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or in any respect to the extent such representation or warranty is qualified by materiality) on and as of such earlier date.

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3.Representations and Warranties. To induce the Agents and the Subject Lenders to enter into this Amendment, each Company Party hereby represents and warrants as of the date hereof:

(a)Duly Organized.  Each Company Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority to execute, deliver, and perform this Amendment.

(b)Authority.  The execution, delivery, and performance by each Company Party of this Amendment (i) have been duly authorized by all necessary corporate or limited liability company and, if required, stockholder or member action on the part of such Company Party, (ii) does not and will not violate any applicable law or regulation applicable to such Company Party or the charter, limited liability company agreement, by-laws or other organizational documents of such Company Party or any order of any Governmental Authority, (iii) does not require any consent or approval of, registration or filing with (other than any disclosure filing), or any other action by, any Governmental Authority, except as have been made or obtained or made and are in full force.

(c)Binding Obligation.  This Amendment constitutes the legal, valid, and binding obligation of each Company Party, enforceable against such Company Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

4.Payment Blockage.  Each Company Party hereby acknowledges that on November 4, 2015, the Agents delivered a Blockage Notice (as defined in the Indenture) to the indenture trustee to the holders of the Subordinated Notes thereby commencing a Payment Blockage Period (as defined in the Indenture), which Payment Blockage Period remains in full force and effect.

5.Miscellaneous.  Except as expressly set forth herein, the Forbearance Agreement is and shall remain unchanged and in full force and effect, and nothing contained in this Amendment shall, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights of the Agents or the Subject Lenders, or shall alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Forbearance Agreement.

6.Survival.  This Amendment shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the parties hereto.

7.Governing Law.  This Amendment shall be governed by and construed in accordance with the law of the State of New York.

8.Counterparts.  This Amendment may be executed by one or more of the parties on any number of separate counterparts (including by electronic transmission of signature pages hereto), and all of such counterparts taken together shall be deemed an original and to constitute one and the same instrument.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered as of the date first written above.

	COMPANY:
	DEX MEDIA, INC.
	DEX ONE DIGITAL, INC.
	DEX MEDIA EAST, INC.
	DEX MEDIA HOLDINGS, INC.
	DEX MEDIA SERVICE LLC
	DEX MEDIA WEST, INC.
	DEX ONE SERVICE, INC.
	R.H. DONNELLEY INC.
	R.H. DONNELLEY APIL, INC.
	R.H. DONNELLEY CORPORATION
	SUPERMEDIA INC.
	SUPERMEDIA LLC
	SUPERMEDIA SALES INC.
By:	/s/ Andrew Hede
Name: Andrew Hede
Title: Authorized Signatory

[SIGNATURE PAGE TO THIRD AMENDMENT TO FORBEARANCE AGREEMENT]

AGENTS:
JPMORGAN CHASE BANK, N.A.
In its capacities as Agent under the SuperMedia Credit Agreement, the Dex East Credit Agreement and the Dex West Credit Agreement and as a Lender
By:	/s/ Neil R. Boylan
Name: Neil R. Boylan
Title: Managing Director
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ Benjamin Souh
Name: Benjamin Souh
Title: Vice President
By:	/s/ Michael Shannon
Name: Michael Shannon
Title: Vice President
SUBJECT LENDERS

[SIGNATURE PAGE TO THIRD AMENDMENT TO FORBEARANCE AGREEMENT]