- Current report filing (8-K)
May 29 2009 - 4:22PM
Edgar (US Regulatory)
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): May 28, 2009
R.H. DONNELLEY CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-07155
(Commission
File Number)
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13-2740040
(IRS Employer
Identification No.)
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1001 Winstead Drive, Cary NC
(Address of principal
executive offices)
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27513
(Zip Code)
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Registrants telephone number,
including area code:
(919) 297-1600
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 1.03.
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Bankruptcy or Receivership.
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On May 28, 2009, R.H. Donnelley Corporation, a Delaware corporation (the Company), and all
of its subsidiaries (collectively, the Debtors), filed voluntary petitions (the Chapter 11
Petitions) for relief under Chapter 11 of the United States Code (the Bankruptcy Code) in the
United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). The Debtors
will continue to operate their businesses as debtors-in-possession under the jurisdiction of the
Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders
of the Bankruptcy Court. As of the date of this Current Report on Form 8-K, a receiver, fiscal
agent or similar officer has not been appointed.
In connection with the filing of the Chapter 11 petitions, the Company has entered into
support agreements with certain of the lenders under its subsidiaries three existing credit
facilities and certain holders of the Companys and certain of its subsidiaries public bond debt,
pursuant to which, upon certain material conditions, such lenders and such bondholders would
support a plan of reorganization which is consistent with term sheets agreed to by the Company and
those lenders and bondholders, as more fully described below.
Lender Support Agreements
On May 28, 2009, the Company and certain of its subsidiaries entered into Plan Support
Agreements dated as of May 28, 2009 (the Lender Support Agreements) with certain of its lenders
under each of the following existing subsidiary credit facilities (in each case, the Signing
Lenders):
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the Second Amended and Restated Credit Agreement, dated as of December 13, 2005, among
the Company, R.H. Donnelley Inc. (RHDI), the lenders from time to time party thereto and
Deutsche Bank Trust Company Americas, as Administrative Agent, as amended April 24, 2006
and June 6, 2008 (the RHDI Credit Agreement);
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the Credit Agreement, dated as of June 6, 2008, among Dex Media, Inc. (DMI), Dex Media
West, Inc., Dex Media West, LLC (DMW), the lenders from time to time party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent (the DMW Credit Agreement); and
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the Credit Agreement, dated as of October 24, 2007, among DMI, Dex Media East, Inc., Dex
Media East, LLC (DME), the lenders party thereto from time to time and JPMorgan Chase
Bank, N.A., as Administrative Agent (the DME Credit Agreement).
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The Lender Support Agreements are substantially similar in all material respects. Under the
Lender Support Agreements, the Signing Lenders agree, among other things, (i) to support a plan of
reorganization (the Plan) of the Company that is consistent with the treatment summarized in term
sheets agreed to by the applicable Signing Lenders and attached to the Lender Support Agreements
and (ii) not to sell or transfer any claim under the applicable loan documents to which the Signing
Lenders are party. The Lender Support Agreements contain customary terms, are subject to certain
material conditions and may be terminated upon the occurrence of certain events.
Noteholder Support Agreement
On May 28, 2009, the Company, on behalf of itself and all of its subsidiaries, entered into a
Noteholder Support Agreement, dated as of May 28, 2009 (the Noteholder Support Agreement) with
the certain holders (collectively, the Signing Noteholders) of the following debt:
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the Companys 6.875% senior notes, due 2013 (the RHD Senior Notes), issued under the
Indenture, dated as of January 14, 2005, between the Company and The Bank of New York
(BONY), as trustee;
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the Companys 6.875% Series A-1 senior discount notes, due 2013 (the RHD Series A-1
Notes), issued under the Indenture, dated as of January 27, 2006, between the Company and
BONY, as trustee;
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the Companys 6.875% Series A-2 senior discount notes, due 2013 (the RHD Series A-2
Notes), issued under the Indenture, dated as of January 14, 2005, between R.H. Donnelley
Finance Corporation III (RHD Finance) and BONY, as trustee;
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the Companys 8.875% Series A-3 senior notes, due 2016 (the RHD Series A-3 Notes),
issued under the Indenture, dated as of January 14, 2005, between RHD Finance and BONY, as
trustee;
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the Companys 8.875% Series A-4 senior notes, due 2017 (the RHD Series A-4 Notes),
issued under the Indenture, dated as of October 2, 2007, between the Company and BONY, as
trustee;
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RHDIs 11.75% senior notes, due 2015 (the RHDI Notes), issued under the Indenture,
dated as of June 25, 2008, among RHDI, the Guarantors named therein and BONY, as trustee;
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DMIs 8% senior notes, due 2013 (the DMI Senior Notes), issued under the Indenture,
dated as of November 10, 2003, between DMI and U.S. Bank National Association (U.S.
Bank), as trustee, as supplemented;
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DMIs 9% senior discount notes, due 2013 (the DMI Senior Discount Notes), issued under
the Indenture, dated as of November 10, 2003, between DMI and U.S. Bank, as trustee, as
supplemented;
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DMWs 8.5% senior notes, due 2010 (the DMW 2010 Notes), issued under the Indenture,
dated as of August 29, 2003, among DMW, Dex Media West Finance Co. (DMW Finance) and U.S.
Bank;
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DMWs 5.875% senior notes, due 2011 (the DMW 2011 Notes), issued under the Indenture,
dated as of November 24, 2004, among DMW, DMW Finance and U.S. Bank; and
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DMWs 9.875% senior subordinated notes, due 2013 (the DMW 2013 Notes and, together
with the RHD Senior Notes, RHD Series A-1 Notes, RHD Series A-2 Notes, RHD Series A-3
Notes, RHD Series A-4 Notes, RHDI Notes, DMI Senior Notes, DMI Senior Discount Notes, DMW
2010 Notes, DMW 2011 Notes and DMW 2013 Notes, the Notes), issued under the Indenture,
dated as of August 29, 2003, among DMW, DMW Finance and U.S. Bank.
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Under the Noteholder Support Agreement, the Signing Noteholders agree, among other things, (i)
to support a Plan that is consistent with the treatment summarized in the term sheet agreed to by
the Noteholders and attached to the Noteholder Support Agreement and (ii) not to transfer any claim
under the Notes except to a transferee who agrees to be bound by the Noteholder Support Agreement.
The Noteholder Support Agreement contains customary terms, are subject to certain material
conditions and may be terminated upon the occurrence of certain events.
On May 29, 2009, the Company issued a press release relating to the foregoing, a copy of which
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 2.04.
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement.
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The filing of the Chapter 11 Petitions described in Item 1.03 above constitutes or may
constitute an event of default or otherwise triggers or may trigger repayment obligations under the
express terms of certain instruments and agreements relating to direct financial obligations of the
Debtors (the Debt Documents). As a result of such an event of default or triggering event, all
obligations under the Debt Documents, by the terms of the Debt Documents, have or may become due
and payable. The Debtors believe that any efforts to enforce such payment obligations against the
Debtors under the Debt Documents are stayed as a result of the filing of the Chapter 11 Petitions
in the Bankruptcy Court. The material Debt Documents, and the approximate principal amount of debt
currently outstanding thereunder (prior to the application of any pre-petition paydowns made to
outstanding balances under the RHDI Credit Agreement, the DMW Credit Agreement and the DME Credit
Agreement pursuant to the terms of the Lender Support Agreements), are as follows:
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RHDIs obligations under the RHDI Credit Agreement, consisting of (i) a revolving credit
facility with $174,000,000 outstanding and (ii) Term Loans D-1/2 with $1,337,612,993
outstanding;
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DMWs obligations under the DMW Credit Agreement, consisting of (i) a revolving credit
facility with $90,000,000 outstanding; (ii) Term Loan A with $130,000,000 outstanding; and
(iii) Term Loan B with $950,000,000 outstanding;
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DMEs obligations under the DME Credit Agreement, consisting of (i) a revolving credit
facility with $97,000,000 outstanding; (ii) Term Loan A with $665,000,000 outstanding; and
(iii) Term Loan B with $398,000,000 outstanding;
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the RHD Senior Notes, in the aggregate principal amount of $206,791,000;
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the RHD Series A-1 Notes, in the aggregate principal amount of $303,587,000;
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the RHD Series A-2 Notes, in the aggregate principal amount of $457,572,000;
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the RHD Series A-3 Notes, in the aggregate principal amount of $1,012,839,000;
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the RHD Series A-4 Notes, in the aggregate principal amount of $1,229,760,000;
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the RHDI Notes, in the aggregate principal amount of $412,871,000;
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the DMI Senior Notes, in the aggregate principal amount of $500,000,000;
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the DMI Senior Discount Notes, in the aggregate principal amount of $750,000,000;
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the DMW 2010 Notes, in the aggregate principal amount of $385,000,000;
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the DMW 2011 Notes, in the aggregate principal amount of $8,720,000;
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the DMW 2013 Notes, in the aggregate principal amount of $761,650,000; and
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interest rate swaps that hedge interest rates under floating rate bank indebtednessof
RHDI, DMW and DME.
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Item 9.01
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Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Press Release of R.H. Donnelley Corporation issued May 29, 2009.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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R.H. Donnelley Corporation
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By:
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/s/ Mark W. Hianik
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Name:
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Mark W. Hianik
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Title:
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Senior Vice President, General
Counsel and
Corporate Secretary
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Date: May 29, 2009
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release of R.H. Donnelley Corporation issued May 29, 2009.
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