R.H. Donnelley Corporation and R.H. Donnelley Inc. Announce Interim Results of Refinancing of Senior Notes of R.H. Donnelley Cor
June 09 2008 - 7:00AM
PR Newswire (US)
CARY, N.C., June 9 /PRNewswire-FirstCall/ -- R.H. Donnelley
Corporation (NYSE: RHD; the "Company") announced today that R.H.
Donnelley Inc. ("RHDI") has extended each of the concurrent
exchange offers of its 11.75% Senior Notes due May 15, 2015 (the
"New Notes") in exchange for a portion of the Company's outstanding
notes until 12:00 midnight, New York City time, on June 20, 2008
(the "Expiration Date") and has amended the maximum amount offered
for exchange of certain series of Old Notes (as defined below) as
set forth below. The exchange offers were previously scheduled to
expire at 12:00 midnight, New York City time, on June 6, 2008 (the
"Early Participation Deadline"). The table below shows, among other
things, the principal amount of each series of Old Notes tendered
as of the Early Participation Deadline and not withdrawn as of the
withdrawal deadline, which was May 21, 2008, and the maximum amount
offered for exchange, as amended: Title of Outstanding Principal
Amount Notes of the Company Previous Amended Tendered as of to be
Exchanged Maximum Amount Maximum Amount the Early (collectively,
the Offered for Offered for Participation "Old Notes") Exchange*
Exchange* Deadline* 6.875% Senior Notes due 2013 $35,000,000
$46,750,000 $46,739,000 6.875% Series A-1 Senior Discount Notes due
2013 $50,000,000 no change $31,219,000 6.875% Series A-2 Senior
Discount Notes due 2013 $90,000,000 $98,100,000 $98,075,000 8.875%
Series A-3 Senior Notes due 2016 $300,000,000 no change
$145,580,000 8.875% Series A-4 Senior Notes due 2017 $225,000,000
$259,550,000 $259,505,000 Principal amount of New Notes for each
$1,000 principal amount of applicable Old Notes Title of
Outstanding Notes of Principal Early Total the Company to be
Exchanged Exchange Participation Exchange (collectively, the "Old
Notes") Amount Amount Amount 6.875% Senior Notes due 2013 $652.50
$30.00 $682.50 6.875% Series A-1 Senior Discount Notes due 2013
$652.50 $30.00 $682.50 6.875% Series A-2 Senior Discount Notes due
2013 $652.50 $30.00 $682.50 8.875% Series A-3 Senior Notes due 2016
$675.00 $30.00 $705.00 8.875% Series A-4 Senior Notes due 2017
$670.00 $30.00 $700.00 * For purposes of the exchange offers, the
amount offered for exchange with respect to the 6.875% Senior Notes
due 2013, the 8.875% Series A-3 Senior Notes due 2016 and the
8.875% Series A-4 Senior Notes due 2017 reflects the aggregate
principal amount outstanding at March 31, 2008, and the amount
offered for exchange with respect to the 6.875% Series A-1 Senior
Discount Notes due 2013 and the 6.875% Series A-2 Senior Discount
Notes due 2013 reflects the aggregate principal amount at maturity.
Holders of the Old Notes who validly tendered their Old Notes prior
to the Early Participation Deadline, and whose Old Notes are
accepted for exchange, will be entitled to receive an early
participation amount of $30.00 in principal amount of New Notes per
$1,000 principal amount of Old Notes accepted for exchange. The
Early Participation Deadline has not been further extended.
Accordingly, holders of the Old Notes who validly tender their Old
Notes after the Early Participation Deadline and prior to the
Expiration Date, and whose Old Notes are accepted for exchange,
will be entitled to receive only the applicable principal exchange
amount and not the early participation amount. RHDI has not
extended the withdrawal deadline for tenders of Old Notes and
holders do not have the right to withdraw any tendered Old Notes.
In the event that the principal amount of Old Notes of any series
tendered prior to the Expiration Date exceeds the applicable
amended maximum amount offered for exchange for that series, Old
Notes will be accepted on a pro rata basis by series according to
the principal amount of such series validly tendered prior to the
Expiration Date and accepted for exchange. Final proration of
tenders of the Old Notes will be determined based on the total
amount of Old Notes of each series validly tendered and accepted
for exchange. Consummation of the exchange offers is subject to
certain conditions, which must be satisfied or waived in the
applicable exchange offer. The exchange offers are only being made,
and copies of the exchange offer documents will only be made
available, to holders of Old Notes that have certified certain
matters to RHDI, including their status as either "qualified
institutional buyers", as that term is defined in Rule 144A under
the Securities Act of 1933, or persons other than "U.S. persons",
as that term is defined in Rule 902 under the Securities Act of
1933 (collectively, "Eligible Holders"). Eligible Holders may
request documents by contacting the information agent, MacKenzie
Partners, Inc., at (toll-free) 800-322-2885 or (collect)
212-929-5500. The New Notes have not been and are not expected to
be registered under the Securities Act of 1933 or any state
securities laws. Therefore, the New Notes may not be offered or
sold in the United States absent registration or any applicable
exemption from the registration requirements of the Securities Act
of 1933 and any applicable state securities laws. This press
release shall not constitute an offer to purchase any securities or
a solicitation of an offer to sell any securities and is issued
pursuant to Rule 135c under the Securities Act of 1933. The
exchange offers are being made only pursuant to a confidential
offering memorandum and related letter of transmittal and only to
such persons and in such jurisdictions as is permitted under
applicable law. DATASOURCE: R.H. Donnelley Corporation CONTACT:
MacKenzie Partners, Inc., +1-800-322-2885, +1-212-929-5500 Web
site: http://www.rhd.com/
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