Dex One Corporation (NYSE:DEXO) today announced the commencement of a cash tender offer to purchase the maximum aggregate principal amount of its outstanding 12% / 14% Senior Subordinated Notes due 2017 (the “Notes”) that it can purchase for $26.0 million, excluding cash in lieu of accrued interest on the Notes accepted for purchase calculated from March 31, 2012 through but not including the payment date at a rate of 12% per annum.
The tender offer is being made pursuant to an Offer to Purchase and a related Letter of Transmittal, each dated as of March 20, 2012. The tender offer will expire at 9:00 a.m., New York City time, on April 19, 2012 (as such time and date may be extended or earlier terminated, the “Expiration Date”). Notes validly tendered may be validly withdrawn at or prior to 9:00 a.m., New York City time, on April 19, 2012 (as such time and date may be extended).
As of March 20, 2012, the outstanding aggregate principal amount of the Notes is $300.0 million. On April 2, 2012, the next interest payment date for the Notes (the “Interest Payment Date”), the outstanding aggregate principal amount of the Notes is expected to increase to $310.5 million as a result of Dex One electing its option to pay 50% of the interest payment due on the Interest Payment Date in the form of additional Notes, in accordance with the terms of the related indenture.
The “total consideration” for Notes validly tendered and not validly withdrawn on or prior to the Expiration Date and accepted by Dex One for purchase will be calculated per $1,000 principal amount of Notes validly tendered, and not validly withdrawn, on or prior to the Expiration Date and accepted for purchase by Dex One pursuant to a modified “Dutch Auction,” as described in the Offer to Purchase. The purchase price range for Notes accepted for purchase, as described in the Offer to Purchase, will be $270 to $300 per $1,000 principal amount of such Notes plus an amount in cash in lieu of the accrued and unpaid interest on such Notes, calculated at a rate of 12% per annum (the applicable rate for interest payments on the Notes made solely in cash) on the aggregate principal amount of such Notes from March 31, 2012 to, but not including, the payment date. Dex One expects the payment date to be not later than the third New York Stock Exchange trading day following the Expiration Date.
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