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):

January 29, 2016

 

DEX MEDIA, INC.

(Exact name of Registrant as specified in its charter)

 

 

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 7.01 Regulation FD Disclosure.

 

As previously disclosed, on March 18, 2013 (the “Petition Date”), SuperMedia Inc. (“SuperMedia”) and all of its domestic subsidiaries (collectively, the “SuperMedia Debtors”), and Dex One Corporation (“Dex One”) and all of its subsidiaries (collectively, the “Dex One Debtors”) filed voluntary bankruptcy petitions in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) for reorganization relief under the provisions of Chapter 11 of Title 11 of the United States Code.

 

On April 29, 2013, the Bankruptcy Court entered separate orders confirming the prepackaged plans of reorganization of the SuperMedia Debtors and Dex One Debtors. On April 30, 2013, pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of December 5, 2012, by and between SuperMedia, Dex One, Newdex, Inc. (“Newdex”), and Spruce Acquisition Sub, Inc. (“Spruce”), (i) Dex One merged with and into Newdex, with Newdex surviving and changing its name to Dex Media, Inc. (“Dex Media”), and (ii) SuperMedia merged with and into Spruce, with SuperMedia surviving as a wholly owned subsidiary of Dex Media. Also on April 30, 2013, the Dex One Debtors, including Dex Media, and the SuperMedia Debtors emerged from Chapter 11 protection.

 

On September 18, 2013, final decrees closing the Chapter 11 proceedings of all Dex Media’s subsidiaries, except SuperMedia LLC, were entered by the Bankruptcy Court.  SuperMedia LLC’s Chapter 11 proceeding was not closed because of outstanding contested matters pending its Chapter 11 proceeding.

 

On January 29, 2016, SuperMedia LLC filed a post-confirmation quarterly report in its Chapter 11 proceeding (the “Quarterly Report”) for the period beginning on October 1, 2015, and ending on December 31, 2015, with the Bankruptcy Court. The Quarterly Report is limited in scope, covers a limited time period and has been prepared solely for the purpose of complying with the reporting requirements of the Office of the United States Trustee of the District of Delaware and the Bankruptcy Court. The Quarterly Report was not audited or reviewed by independent accountants, has not been presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), is in a format prescribed by applicable bankruptcy laws and regulations and is subject to future adjustment and reconciliation. The Quarterly Report does not include all of the adjustments, information and footnotes required by GAAP. Therefore, the Quarterly Report does not necessarily contain all information required in filings pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or may present such information differently from such requirements. There can be no assurance that, from the perspective of an investor or potential investor in Dex Media’s securities, the Quarterly Report is complete, and the Quarterly Report may be subject to revision. Results set forth in the Quarterly Report should not be viewed as indicative of future results. Dex Media cautions readers not to place undue reliance upon the Quarterly Report.

 

The information furnished in this Current Report on Form 8-K pursuant to Item 7.01, including the information contained in Exhibit 99.1, is summary information that is intended to be considered in the context of Dex Media’s filings with the Securities and Exchange Commission and other public announcements that Dex Media may make, by press release or otherwise, from time to time. Dex Media disclaims any current intention to revise or update the information furnished in this Current Report on Form 8-K pursuant to Item 7.01, including the information contained in Exhibit 99.1, although Dex Media may do so from time to time as its management believes is warranted.

 

The Quarterly Report is attached hereto as Exhibit 99.1 and incorporated herein by reference. This Current Report on Form 8-K (including the exhibit hereto or any information included therein) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD.

 

2

 

The information contained in this Current Report on Form 8-K, including the information contained in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01                                           Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		SuperMedia LLC Post-Confirmation Quarterly Report, filed January 29, 2016

 

3

 

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 29, 2016

 

4

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		SuperMedia LLC Post-Confirmation Quarterly Report, filed January 29, 2016

 

5

Exhibit 99.1

 

OFFICE OF THE UNITED STATES TRUSTEE - REGION 3

POST-CONFIRMATION QUARTERLY SUMMARY REPORT - SUPERMEDIA, LLC

For the Reporting Period 10/1/2015 - 12/31/2015

 

This Report is to be submitted for all bank accounts that are presently maintained by the post confirmation debtor.

 

Debtor’s Name		SuperMedia LLC
Beginning Cash Balance		$	83,553,396
All receipts received by the debtor
Cash Sales		180,020,491
Collection of Accounts Receivable		—
Proceeds from Litigation (settlement or otherwise)		—
Sale of Debtor’s Assets		—
Capital Infusion pursuant to the Plan		—
Total of cash received		180,020,491
Total of cash available		263,573,887
Less all disbursements or payments (including payments made under the confirmed plan) made by the Debtor:
Disbursements made under the plan, excluding the administrative claims of bankruptcy professionals		—
Disbursements made pursuant to the administrative claims of bankruptcy professionals		—
All other disbursements made in the ordinary course		(178,709,608		)
Total Disbursements		(178,709,608		)
Ending Cash Balance		$	84,864,279

 

	Pursuant to 28 U.S.C. Section 1746(2), I hereby declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief.
	/s/  Clifford E. Wilson
	Name: Clifford Wilson
	Vice President and Assistant Treasurer
	Title
	Janaury 29, 2016
	Date

 

 

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

 

In Re:		Chapter 11
SuperMedia LLC
Debtor		Reporting Period: October 1, 2015 to December 31, 2015

 

SuperMedia LLC

Balance Sheet ( $ Thousands )

12/31/2015

 

		SuperMedia LLC
Assets
Current Assets:
Cash and Cash Equivalents		84,864
Current Notes Receivable - Affiliate		3,318,505
Trade - Billed - Local		77,118
Trade - Billed - National		5,650
Trade - Billed - Subtotal		82,768
Other Receivables		0
Affiliate Accounts Receivable		19,000
Other Receivables - Subtotal		19,000
Allowance for Doubtful Accounts		(12,887	)
Accounts Receivable (Net of Allowance)		88,881
Unbilled Receivable		0
Accrued Taxes Receivable		0
Deferred Directory Costs		56,500
Short Term Investments		0
Interest Receivable		60,045
Deferred Income Tax Benefit		0
Total Prepayments		331
Current Notes Receivable - Nonaffiliate		0
Other Current Assets		23
Prepaid expenses and Other		60,399
Total Current Assets		3,609,150
Property, Plant, and Equipment		48,969
Accumulated Depreciation		(38,007	)
Fixed Assets & Computer Software, net		10,962
Goodwill		0
Intangible Assets, net		87,059
Pensions		0
Deferred Tax Assets		0
Debt Issuance Costs		0
Other		35,429
TOTAL ASSETS		3,742,600

 

 

UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

 

In Re:		Chapter 11
SuperMedia LLC
Debtor		Reporting Period: October 1, 2015 to December 31, 2015

 

SuperMedia LLC

Balance Sheet ( $ Thousands )

12/31/2015

 

Liabilities & Stockholders Equity
Current Liabilities:
Debt Maturing within one year		0
Accounts Payable - Nonaffiliate		177
Accounts Payable - Affiliate		0
Accounts Payables		177
Accrued Payroll		0
Accrued Payroll Taxes		0
Accrued Vacation		523
Accrued Medical and Other Insurance		0
Additional Employee Compensation Plans		807
Other Accrued Payroll Benefits		27
Accrued Salaries & Wages		1,357
Accrued General Taxes		12,801
Accrued Income Tax		1,694
Unrecognized Tax Ben - Current (FIN48)		0
Accrued Taxes		14,495
Accrued Other Liabilities		3,918
Advanced Billing and Payments		4,872
Other Curr Liab - Other		10,330
Accounts Payable and Accrued Liabilities		35,148
Accrued Interest - Nonaffiliate		0
Deferred Revenue		19,097
Current Deferred Income Taxes		16,287
Total Current Liabilities and Current Maturity		70,532
Long Term Debt		0
Employee Benefit Obligations		21,376
Deferred Income Tax Liabilities		75,642
Unrecognized Tax Ben - Noncurrent (FIN48)		0
Other Noncurrent Liabilities		331
Stockholder’s Equity (deficit):
Minority Interest		0
Common Stock		3
Preferred Stock		0
Additional Paid-in Capital		306,519
Retained Earnings		3,268,826
Accumulated Other Comp Income		(628	)
Total Equity		3,574,719
TOTAL LIABILITIES AND EQUITY		3,742,600

 

 

SuperMedia Bank Account Balances

 

Account		12/31/15
STATE STREET TREASURY PLUS		—
SSGA SSLMMF		67,954,169.39
BAML4420		—
BAML5138		—
BAML5421		—
BAML9078		—
JPMC2840		—
JPMC4838		15,895,463.37
JPMC6202		—
JPMC6620
JPMC6639		(94,078.79	)
JPMC3096		—
JPM_CON6922		—
JPM_PAYS6930		—
FR_LOC9437		—
FR_ADV2667		6,942.59
FR_LOC9429		—
Net adjustment for outstanding pmts		—
Total Cash-in-bank (1)		83,762,496.56
Net adjustments		1,101,782.85
Total Cash per books		84,864,279.41

 

Note (1): All bank accounts are owned by SuperMedia, LLC. Cash balances reflect the receipts and disbursements of all legal entities.