R H Donnelley Corp - Current report filing (8-K)
October 17 2007 - 4:27PM
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): October 17, 2007
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
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Registrant’s telephone number,
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27513
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(Address of principal
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including area code:
(919) 297-1600
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(Zip Code)
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executive offices)
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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)
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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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
New Notes
On October 17, 2007, R.H. Donnelley Corporation, a Delaware corporation (the “
Company
”),
issued $500,000,000 aggregate principal amount of 8.875% Series A-4 Senior Notes due 2017 (the “
New
Notes
”) in a private placement. The New Notes were offered as additional senior notes under an
indenture (the “
Indenture
”) that the Company entered into on October 2, 2007 with The Bank of New
York, as trustee (the “
Trustee
”). As previously disclosed, the Company issued $1,000,000,000
aggregate principal amount of 8.875% Series A-4 Senior Notes due 2017 (the “
Initial Notes
” and,
together with the New Notes, the “
Notes
”) under the Indenture on October 2, 2007. The New Notes and
the Initial Notes are a single series of Notes for all purposes under the Indenture.
A portion of the net proceeds from the offering of the New Notes were transferred to Dex Media
East LLC, (“
Dex Media East
”), a wholly owned indirect subsidiary of the Company, in order to repay
a portion of the term loans outstanding under its credit facility. The remaining net proceeds of
the offering of the New Notes were transferred to R.H. Donnelley Inc. (“
RHDI
”), a wholly owned
direct subsidiary of the Company, in order to repay a portion of the term loans outstanding under
RHDI’s credit facility.
The New Notes were sold on October 17, 2007 in a private transaction exempt from the
registration requirements of the Securities Act of 1933 (the “
Securities Act
”), and have not been
registered under the Securities Act, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of the Securities Act.
The Notes bear interest at 8.875% per annum that will be payable semi-annually on April 15 and
October 15 of each year, commencing on April 15, 2008. The Notes will mature on October 15, 2017.
The Notes are unsecured senior obligations of the Company, senior in right of payment to all
future senior subordinated and subordinated indebtedness of the Company, effectively subordinated
in right of payment to all of the Company’s existing and future secured debt to the extent of the
value of the assets securing such debt, and structurally subordinated to all existing and future
liabilities (including trade payables) of the existing and future subsidiaries of the Company.
The terms of the Notes are governed by the Indenture. The Indenture contains customary
covenants that limit the Company’s ability and the ability of the Company’s Restricted Subsidiaries
(as defined in the Indenture), among other things, to incur additional debt, pay dividends on or
redeem or repurchase capital stock, make certain investments, enter into transactions with
affiliates, expand into unrelated businesses, create liens, sell assets or merge with or into other
companies and designate subsidiaries as Unrestricted Subsidiaries (as defined in the Indenture).
Upon the occurrence of a “Change of Control” (as defined in the Indenture), the holders of the
Notes will have the right to require the Company to repurchase their Notes, in whole or in
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part, at a price equal to 101% of the aggregate principal amount, together with any accrued
and unpaid interest to the date of purchase. Certain asset dispositions will be triggering events
that may require the Company to use the proceeds from those asset dispositions to make an offer to
purchase the Notes at 100% of their principal amount, together with any accrued and unpaid interest
to the date of purchase, if such proceeds are not otherwise used within 365 days to repay
indebtedness (with a corresponding permanent reduction in commitment, if applicable) or to invest
in capital assets related to the Company’s business or capital stock of a Restricted Subsidiary.
The Company may redeem some or all of the Notes at any time prior to October 15, 2012 at a
price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to
the redemption date, plus a make whole premium as described in the Indenture. On or after October
15, 2012, the Company may redeem some or all of the Notes at redemption prices of 104.438%,
102.958% and 101.479% of the principal amount thereof, if the redemption occurs during the 12-month
periods beginning October 15 of the years 2012, 2013 and 2014, respectively, and at a redemption
price of 100% of the principal amount thereof on and after October 15, 2015 in each case, plus
accrued and unpaid interest, if any, to the redemption date. In addition, subject to certain
conditions, the Company may redeem up to 40% of the aggregate principal amount of the Notes at any
time prior to October 15, 2010, with the proceeds of certain equity offerings of the Company, at a
redemption price equal to 108.875% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the redemption date.
The Indenture is subject to customary events of default, including failure to make required
payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of
certain other indebtedness, and certain events of bankruptcy and insolvency and certain judgment
defaults.
If an event of default with respect to the Notes (other than an event of default resulting
from certain events involving bankruptcy, insolvency or reorganization with respect to the Company)
shall have occurred and be continuing, the Trustee or the registered holders of not less than 25%
in aggregate principal amount of Notes then outstanding may declare to be immediately due and
payable the principal amount of the Notes then outstanding, plus any accrued and unpaid interest to
the date of acceleration, by written notice to the Company and the Trustee. In case an event of
default resulting from certain events of bankruptcy, insolvency or reorganization with respect to
the Company shall occur, such amount with respect to all the Notes shall be due and payable
immediately without any declaration or other act on part of the Trustee or the holders of the
Notes. After any such declaration, but before a judgment or decree based on acceleration is
obtained by the Trustee, the registered holders of a majority in aggregate principal amount of the
Notes then outstanding may, under certain circumstances, rescind and annul such acceleration if all
events of default, other than the nonpayment of accelerated principal, premium or interest, have
been cured or waived as provided in the Indenture.
The foregoing description of the Indenture and the Notes does not purport to be complete and
are qualified in its entirety by reference to the full text of the Indenture and the Form of the
Note, which are included as Exhibits 4.1 and 4.2 hereto.
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Registration Rights Agreement
In connection with the issuance of the Notes, the Company also entered into a registration
rights agreement, dated October 17, 2007 (the “
Registration Rights Agreement
”), by and between the
Company and the initial purchasers identified therein.
Under the Registration Rights Agreement , the Company agreed, among other things, to (i) file
a registration statement with the Securities and Exchange Commission (the “
SEC
”) for the Notes
within 210 days after October 2, 2007 enabling the holders of the Notes to exchange the privately
placed Notes for publicly registered Notes with substantially identical terms (except for terms
concerning additional interest and transfer restrictions), (ii) use all reasonable commercial
efforts to cause such registration statement relating to the Notes to become effective within 270
days after October 2, 2007 and (iii) use all reasonable commercial efforts to consummate the offer
to exchange the Notes within 300 days after October 2, 2007.
Alternatively, under certain circumstances, the Company has agreed to file a shelf
registration statement with the SEC with respect to the resale of the Notes.
If the Company does not comply with these obligations, subject to limitations set forth in the
Registration Rights Agreement, the Company will be required to pay additional interest in an amount
equal to a per annum rate of 0.25% on the principal amount of the Notes for the first 90 days
following the applicable registration default. Thereafter, the amount of interest will increase by
an additional per annum rate of 0.25% on the principal amount of the Notes for each subsequent
90-day period until all applicable registration defaults have been cured, up to a maximum amount of
additional interest for all applicable registration defaults of 1.00% per annum on the principal
amount of the Notes.
The foregoing description of the Registration Rights Agreement does not purport to be complete
and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
General
Certain of the initial purchasers and their affiliates have engaged in transactions with and
performed commercial and investment banking, financial advisory and/or lending services for the
Company and its affiliates from time to time for which they have received customary compensation,
and may do so in the future. Affiliates of some of the initial purchasers are also lenders and
agents under certain of the credit facilities of R.H. Donnelley Inc., Dex Media East LLC and Dex
Media West LLC, the Company’s direct and indirect wholly owned subsidiaries. As described above,
the Company contributed the net proceeds from the offering of the New Notes to RHDI and Dex Media
East to repay a portion of the term loans outstanding under their respective credit facilities.
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information disclosed under Item 1.01 of this Current Report on Form 8-K relating to the
Indenture and the Notes is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this report:
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Exhibit No.
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Exhibit Description
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4.1
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Indenture, dated October 2, 2007, between R.H. Donnelly Corporation and
The Bank of New York, as trustee, relating to the issuance of R.H.
Donnelley Corporation’s 8.875% Series A-4 Senior Notes due 2017
(incorporated by reference to Exhibit 4.1 to the Current Report on Form
8-K, filed with the Securities and Exchange Commission on October 5,
2007, Commission File No. 001-07155)
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4.2
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Form of 8.875% Series A-4 Senior Note due 2017, included in Exhibit 4.1.
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10.1
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Registration Rights Agreement, dated October 17, 2007, by and between
R.H. Donnelley Corporation and the initial purchasers identified
therein.
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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 thereunto duly authorized.
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R.H. DONNELLEY CORPORATION
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By:
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/s/ Robert J. Bush
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Robert J. Bush
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Vice President, General Counsel
& Corporate Secretary
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Date: October 17, 2007
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EXHIBIT INDEX
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Exhibit No.
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Exhibit Description
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10.1
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Registration Rights Agreement, dated October 17, 2007, by and
between R.H. Donnelley Corporation and the initial purchasers
identified therein.
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