[May 02, 2016] |
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Dex Media Enters into Restructuring Support Agreement; Launches Solicitation of Votes for Prepackaged Plan of Reorganization
Dex Media, Inc. (OTC PINK: DXMM), one of the largest national providers
of social, local and mobile marketing solutions to local businesses,
today announced that it has entered into a Restructuring Support
Agreement (the "Agreement") with creditors holding 66% of its senior
secured credit facilities and over 65% of its senior subordinated notes.
The Agreement, which is the result of a collaborative effort among the
Company's Board of Directors, management, and major creditor groups,
provides for a significant reduction of the Company's current $2.42
billion in debt and simplifies its future capital structure.
Under the Agreement, the Company and its creditors will seek to
implement the restructuring through a prepackaged plan of reorganization
(the "Plan"). Dex Media today commenced the solicitation of votes for
the Plan among its senior secured lenders and senior subordinated
noteholders. The Plan and related materials are accessible at http://dm.epiq11.com/DexMedia.
The Company expects to commence voluntary chapter 11 bankruptcy cases in
the United States Bankruptcy Court for the District of Delaware to
implement the Plan once the solicitation process is complete and the
Company receives votes sufficient to confirm the Plan. The Company
intends to complete its restructuring during the third quarter of 2016.
"We are very pleased to have reached this important milestone, which
will significantly deleverage our balance sheet, simplify our capital
structure and unlock even more liquidity to implement our strategic
growth plan," said Joe Walsh (News - Alert), Dex Media President and CEO. "The Dex
Media Board of Directors, management team and I would like to thank our
lenders for their continued support and our advisors for their
assistance in helping us ensure that Dex Media can fulfill its
potential."
Mr. Walsh continued: "Our cash and liquidity positions remain strong,
and we continue to generate positive cash flow, which will be more than
sufficient to fund ongoing operations. We do not anticipate any impact
on our day-to-day business, customer and vendor relationships, or
employees. We will continue to advance our strategic initiatives to
enhance revenue, reshape client offerings, and streamline our
operations."
Dex Media is making significant progress in executing its growth
strategy. The Company has recently developed and introduced new products
and services to help local businesses reach consumers in the channels
consumers use to search for businesses. The Company recently launched
DexHub and DexLnk, which offer a variety of digital customer engagement
tools that enable local businesses to build strong relationships with
customers. Dex Media also offers a variety of other digital products in
addition to its popular online and print directories.
A key component of the Plan provides for the payment of all allowed
vendor claims in ful. Additionally, the Company expects that Dex Media
employees also will continue to receive all salary and benefits in the
ordinary course throughout this process. Dex Media will update the
market on developments as appropriate.
Additional material terms of the Plan include:
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Dex Media's senior secured lenders will exchange their current $2.12
billion of claims for a new $600 million new first-lien term loan;
100% of the equity of the reorganized Dex Media, subject to potential
dilution from a management incentive plan; and a cash distribution
upon emergence from bankruptcy.
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The Company's unsecured noteholders will receive a $5 million cash
payment and warrants to purchase up to 10% of the post-reorganized
equity.
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All allowed trade vendor claims will be paid in full.
Dex Media's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal North America, LLC serves as its
restructuring advisor, and Andrew Hede from Alvarez & Marsal serves as
Chief Restructuring Officer. Moelis & Company LLC is the Company's
investment banker for the restructuring. The steering committee of the
ad hoc group of Dex Media's senior secured lenders are represented by
Milbank, Tweed, Hadley & McCloy LLP as legal advisor and Houlihan Lokey
as financial advisor in connection with the restructuring. JPMorgan
Chase Bank, N.A., as agent under certain of the senior secured credit
agreements, is represented by Simpson Thacher & Bartlett LLP as legal
advisor to the agent.
The Agreement, Plan, and related materials are available at http://dm.epiq11.com/DexMedia.
About Dex Media
Dex Media (OTC PINK: DXMM) is a full-service media company offering
integrated marketing solutions that deliver measurable results. As the
marketing department for hundreds of thousands of local businesses
across the U.S., Dex Media helps them win, keep and grow their customer
base. The company's widely used consumer services include the DexKnows.com®
and Superpages.com®
search portals and applications as well as local print directories. For
more information about the company, please visit www.DexMedia.com.
Forward-Looking Statements
Some statements included in this release 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 our financial performance and future events
with respect to our 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.
Accordingly, there are or will be important factors that could cause our
actual results to differ materially from those indicated in these
statements. We believe that these factors include, but are not limited
to, the risks related to the following: (i) our future operating and
financial performance; (ii) whether the transactions contemplated by the
Agreement will be finalized on the terms contemplated in the Agreement
so as to permit access by the Company to funds contemplated in the
proposed debtor-in-possession financing; (iii) our ability to retain
existing business and obtain and retain new business; (iv) general
economic or business conditions affecting the markets we serve; (v) our
ability to attract and retain key managers; (vi) increased competition
in our markets; and (vii) our ability to obtain future financing due to
changes in the lending markets or our financial position. All subsequent
written and oral forward-looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety
by such cautionary statements.
If one or more events related to these or other risks or uncertainties
materialize, or if our underlying assumptions prove to be incorrect,
actual results may differ materially from what we anticipate. All
forward-looking statements included in this press release are expressly
qualified in their entirety by the foregoing cautionary statements.
These forward-looking statements speak only as of the date hereof 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160502005850/en/
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