DEX ONE Corp - FORM 8-K - EX-99.2 - INVESTOR PRESENTATION.

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file	filename
8-K - FORM 8-K - DEX ONE Corp	d400108d8k.htm
EX-99.1 - JOINT PRESS RELEASE, DATED AUGUST 21, 2012. - DEX ONE Corp	d400108dex991.htm
EX-99.3 - LETTER TO EMPLOYEES. - DEX ONE Corp	d400108dex993.htm

The Trusted Marketing

Consultants to Local Businesses

August 21, 2012

Exhibit 99.2

Important Information For

Investors And Security Holders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.

The proposed merger transaction between SuperMedia Inc. (“SuperMedia”) and Dex One Corporation (“Dex”) will be submitted to the respective

stockholders of SuperMedia and Dex. In connection with the proposed transaction, Newdex, Inc., a subsidiary of Dex (“Newdex”), will file with the

Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint proxy statement/prospectus to be used

by SuperMedia and Dex to solicit the required approval of their stockholders and that also constitutes a prospectus of Newdex. INVESTORS AND

SECURITY HOLDERS OF SUPERMEDIA AND DEX ARE ADVISED TO CAREFULLY READ THE REGISTRATION STATEMENT AND JOINT

PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS) AND OTHER RELEVANT DOCUMENTS FILED

WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE

TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy

statement/prospectus will be sent to security holders of SuperMedia and Dex seeking their approval of the proposed transaction. Investors and

security holders may obtain a free copy of the joint proxy statement/prospectus (when available) and other relevant documents filed by

SuperMedia and Dex with the SEC from the SEC’s website at www.sec.gov. Copies of the documents filed by SuperMedia with the SEC will be

available free of charge on SuperMedia’s website at www.supermedia.com under the tab “Investors” or by contacting SuperMedia’s Investor

Relations Department at (877) 343-3272. Copies of the documents filed by Dex with the SEC will be available free of charge on Dex’s website at

www.dexone.com under the tab “Investors” or by contacting Dex’s Investor Relations Department at (800) 497-6329.

SuperMedia and Dex and their respective directors, executive officers and certain other members of management may be deemed to be

participants in the solicitation of proxies from their respective security holders with respect to the transaction. Information about these persons is

set forth in SuperMedia’s proxy statement relating to its 2012 Annual Meeting of Shareholders and Dex’s proxy statement relating to its 2012

Annual Meeting of Stockholders, as filed with the SEC on April 11, 2012 and March 22, 2012, respectively, and subsequent statements of changes

in beneficial ownership on file with the SEC. These documents can be obtained free of charge from the sources described above. Security

holders and investors may obtain additional information regarding the interests of such persons, which may be different than those of the

respective companies’ security holders generally, by reading the joint proxy statement/prospectus and other relevant documents regarding the

transaction (when available), which will be filed with the SEC.

Basis of Presentation and Non-GAAP Financial Measures

For the readers' convenience, the financial information accompanying this release provides a reconciliation of GAAP to non-GAAP and adjusted

non-GAAP measures. SuperMedia and Dex One believe that the use of non-GAAP financial measures provides useful information to investors to

gain an overall understanding of its current and expected financial performance. Specifically, both companies believe the non-GAAP results

provide useful information to both management and investors by excluding certain expenses, gains and losses that the companies believe are not

indicative of their core operating results. In addition, non-GAAP financial measures are used by each company’s management for budgeting and

forecasting as well as subsequently measuring each company’s performance and both companies believe that they are providing investors with

financial measures that most closely align to their internal measurement processes.

Forward-Looking Statements

Certain statements contained in this document are "forward-looking statements" subject to the safe harbor created by the Private Securities Litigation Reform Act

of 1995, including but not limited to, statements about the benefits of the proposed transaction and combined company, including future financial and operating

results and synergies, plans, objectives, expectations and intentions and other statements relating to the proposed transaction and the combined company that are

not historical facts. Where possible, the words "believe," "expect," "anticipate," "intend," "should," "will," "would," "planned," "estimated," "potential," "goal,"

"outlook," "may," "predicts," "could," or the negative of such terms, or other comparable expressions, as they relate to Dex, SuperMedia, the combined company or

their respective management, have been used to identify such forward-looking statements. All forward-looking statements reflect only Dex’s and SuperMedia’s

current beliefs and assumptions with respect to future business plans, prospects, decisions and results, and are based on information currently available to Dex

and SuperMedia. Accordingly, the statements are subject to significant risks, uncertainties and contingencies, which could cause Dex’s, SuperMedia’s or the

combined company’s actual operating results, performance or business plans or prospects to differ materially from those expressed in, or implied by, these

statements.

Factors that could cause actual results to differ materially from current expectations include risks and other factors described in Dex’s and SuperMedia’s publicly

available reports filed with the SEC, which contain discussions of various factors that may affect the business or financial results of Dex, SuperMedia or the

combined company. Such risks and other factors, which in some instances are beyond either company’s control, include: the continuing decline in the use of print

directories; increased competition, particularly from existing and emerging digital technologies; ongoing weak economic conditions and continued decline in

advertising sales; the companies’ ability to collect trade receivables from customers to whom they extend credit; the companies’ ability to generate sufficient cash

to service their debt; the companies’ ability to comply with the financial covenants contained in their debt agreements and the potential impact to operations and

liquidity as a result of restrictive covenants in such debt agreements; the companies’ ability to refinance or restructure their debt on reasonable terms and

conditions as might be necessary from time to time; increasing interest rates; changes in the companies’ and the companies’ subsidiaries credit ratings; changes

in accounting standards; regulatory changes and judicial rulings impacting the companies’ businesses; adverse results from litigation, governmental investigations

or tax related proceedings or audits; the effect of labor strikes, lock-outs and negotiations; successful realization of the expected benefits of acquisitions,

divestitures and joint ventures; the companies’ ability to maintain agreements with major Internet search and local media companies; the companies’ reliance on

third-party vendors for various services; and other events beyond their control that may result in unexpected adverse operating results.

With respect to the proposed merger, important factors could cause actual results to differ materially from those indicated by forward-looking statements included

herein, including, but not limited to, the ability of Dex and SuperMedia to consummate the transaction on the terms set forth in the merger agreement; the risk that

anticipated cost savings, growth opportunities and other financial and operating benefits as a result of the transaction may not be realized or may take longer to

realize than expected; the risk that benefits from the transaction may be significantly offset by costs incurred in integrating the companies; potential adverse

impacts or delay in completing the transaction as a result of obtaining consents from lenders to Dex or SuperMedia; failure to receive the approval of the

stockholders of either Dex or SuperMedia for the transaction; and difficulties in connection with the process of integrating Dex and SuperMedia, including:

coordinating geographically separate organizations; integrating business cultures, which could prove to be incompatible; difficulties and costs of integrating

information technology systems; and the potential difficulty in retaining key officers and personnel. These risks, as well as other risks associated with the merger,

will be more fully discussed in the proxy statement/prospectus included in the registration statement on Form S-4 that Newdex intends to file with the SEC in

connection with the proposed transaction.

None of Dex, SuperMedia or the combined company is responsible for updating the information contained in this document beyond the publication date, or for

changes made to this document by wire services or Internet service providers.

Alan Schultz

Chairman of the Board of Directors

Dex One

Chairman of the Board of Directors –

Designate

Dex Media

Transaction Objective:

Accelerate the Transformation of the Companies

•

Improve Positioning for Growth

–

National scope

–

Greater market share

•

Improve Quality and Productivity

–

Capture marketing consultant expertise and best practices

–

Achieve a complete suite of social, mobile and local solutions

–

Apply best technology systems and platforms, operating

processes and tools and client care techniques

•

Improve Capacity to Reduce Debt

–

Expense synergies

–

Efficient use of tax assets

–

Enhance cash flow

Peter McDonald

President and CEO

SuperMedia

CEO –

Designate

Dex Media

Transaction Summary

Structure and

Consideration

•

Stock-for-stock merger establishing Dex

Media

the

merged

company

name

•

Dex One shareholders are expected to own

approximately 60 percent and SuperMedia

shareholders are expected to own

approximately 40 percent

•

Dex One shareholders will receive 0.200

shares of Dex Media for each Dex One

share they own; SuperMedia shareholders

will receive 0.4386 shares for each

SuperMedia share they own

Transaction Summary

Governance

•

Dex One Chairman Alan Schultz becomes

Dex Media Chairman

•

Board of Directors will include: 5 members

from Dex One, 5 from SuperMedia and 1

new independent director selected by the

Dex Media board

•

SuperMedia CEO Peter McDonald

becomes Dex Media CEO

•

SuperMedia CFO Samuel (Dee) Jones

becomes Dex Media CFO

Transaction Summary

Conditions

and Closing

•

Approval of credit amendments by Dex One

and SuperMedia lenders

•

Approval by Dex One and SuperMedia

shareholders

•

Expected close prior to year end 2012

Consumers

In charge and

experimenting

Media

Trying to keep up with

consumers across

platforms

Local Businesses

Confused and

challenged to keep pace

The Marketplace

Combining to Create a National Provider of

Social, Local and Mobile Marketing Solutions

The Trusted Marketing Consultants to Local Businesses

Simplifying Marketing, Building Long Term

Relationships and Delivering Results

National Presence: Increased Scale & Scope

More Than 3,100 Marketing Consultants Building Trusted Relationships and

Delivering Results to Over 700,000 Local Businesses

Social, Local, Mobile Solutions

Deliver Results

Value = Relationships + Solutions + Results + Service

Alfred Mockett

CEO

Dex One

An Ideal Partnership

•

Brings together two highly complementary businesses to create a

stronger, national provider of social, local and mobile marketing

solutions

•

Both companies build one-on-one personal relationships as trusted

marketing consultants to local business owners, and offer a full

suite of

marketing solutions providing local presence and promotion which

deliver results and help our clients retain and add customers

•

The merger creates significant operational and financial benefits for

shareholders and lenders

•

Enhanced scale and scope establishes a powerful platform to penetrate

more of the market and improve growth opportunities

Dex One and SuperMedia

Pro Forma Revenue

2011 Actual

June 2012 YTD

Non-GAAP Adjusted EBITDA

Outstanding Debt

Dex One SuperMedia

$1,481

$1,642

$500

$1,000

$1,500

$2,000

$2,500

$3,000

$3,500

$679

$712

$500

$1,000

$1,500

$629

$608

$200

$400

$600

$800

$1,000

$1,200

$1,400

$291

$295

$100

$200

$300

$400

$500

$600

$700

$2,510

$1,745

$1,000

$2,000

$3,000

$4,000

$5,000

$2,069

$1,511

$1,000

$2,000

$3,000

$4,000

Principal Synergy Drivers:

•

Consolidation of G&A functions

•

Elimination of duplicative activities

•

Rationalization of markets, products and solutions

•

Adopting the most cost-effective operating practices,

technology platforms and systems

Expense Synergies

$150MM -

$175MM of Expected Cost Synergies Achieved by 2015

Tax Efficiency Provides for

Enhanced Cash Flow

•

Company expects to preserve access to Dex

One’s tax attributes and generate future

attributes for approximately $1.8 billion in total to

offset income attributable to the combined

company following close

•

Consolidated entity tax payments are expected

to be nominal for 2014 and 2015

Merger Benefits

•

Creates national presence and a team of more than 3,100 local

marketing consultants who will have relationships with more than

700,000 businesses from day one, delivering a full suite of social, local

and mobile solutions

•

Significant incremental cash flow from synergies and preservation of tax

attributes

•

Provides additional runway to increase digital market penetration and

stabilize revenues

•

Improves the ability to reduce indebtedness and strengthen the

company’s balance sheet

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