Generic Name: Dexone
What is Dexone?
Mockett Chief Executive Officer and President Gregory W. Hanna Atish Banerjea Mark W. Johnson This amount represents the aggregate in-the-money value of the stock appreciation rights, stock options and restricted stock which would become vested as a direct result of the merger plus the aggregate value of any in-the-money price vested stock options deemed earned and vested solely as a direct result of the merger plus the value of any performance-based restricted stock units deemed earned at target performance and vested solely as a result of the merger.
Not subject to non-binding, advisory vote on golden parachute compensation. The payments set forth in this column include severance benefits, which would only be payable in the event of certain terminations of employment following the consummation of the transaction.
The number of shares that would vest for each executive are: Mr. These plans provide for benefits that were provided to these named executive officers under Verizon pension plans prior to the spin-off in 2006. The value of these benefits to participating executives does not increase or decrease due to the proposed merger or any other change in control of SuperMedia.
Confirmation is not likely to be followed by the liquidation or the need for further financial reorganization, of Dex Media or any successor to Dex One under the Dex One prepackaged plan, unless such liquidation or reorganization is proposed in the Dex One prepackaged plan. All fees payable under 28 U. As a result, Dex One believe holders of claims and interests in all impaired classes will recover at least as much as a result of confirmation as they would recover through a hypothetical Chapter 7 liquidation.
Feasibility The Bankruptcy Code requires that a debtor demonstrate that confirmation of a plan is not likely to be followed by liquidation or the need for further financial reorganization.
For purposes of determining whether the Dex One prepackaged plan meets this requirement, Dex One has analyzed its ability to meet its obligations under the Dex One prepackaged plan. Therefore, confirmation is not likely to be followed by liquidation or the need for further reorganization. No Unfair Discrimination This test applies to classes of claims or interests that are of equal priority and are receiving different treatment under the Dex One prepackaged plan.
Dex One does not believe the Dex One prepackaged plan discriminates unfairly against any impaired class of claims or interests.
Dex One believes the Dex One prepackaged plan and the treatment of all classes of claims and interests under the Dex One prepackaged plan satisfy the foregoing requirements for nonconsensual confirmation.
Fair and Equitable Test This test applies to classes of different priority and status e. As to the dissenting class, the test sets different standards depending on the type of claims or interests of the debtor in such class.
How should I take Dexone?
Not subject to non-binding, advisory vote on golden parachute compensation. The payments set forth in this column include severance benefits, which would only be payable in the event of certain terminations of employment following the consummation of the transaction. The number of shares that would vest for each executive are: Mr. These plans provide for benefits that were provided to these named executive officers under Verizon pension plans prior to the spin-off in 2006. The value of these benefits to participating executives does not increase or decrease due to the proposed merger or any other change in control of SuperMedia.
Jones, Gatto and Wilbanks are the only executives eligible for this benefit. Dex One has an accounting policy of estimating mandatory debt repayments based on cash flow sweep requirements under its senior secured term loans over the following twelve months and classifying those obligations as current maturities. Dex One and SuperMedia also recognize certain costs directly related to the sale and production of print advertising under the deferral and amortization method.
What should I avoid while taking Dexone?
Thereafter, representatives of Houlihan Lokey contacted Chilmark to relay the foregoing message. Later that day, Samuel D. Jones, Chief Financial Officer and Treasurer of SuperMedia, sent a letter to Gregory W. Freiberg, EVP and Chief Financial Officer of Dex One, stating that SuperMedia had determined not to proceed with discussions regarding a possible transaction with Dex One. These repurchase transactions provided significant deleveraging for Dex One.
Following the termination of discussions with Dex One in November 2011, the SuperMedia Board also continued, with the assistance of Chilmark and Morgan Stanley, to evaluate its strategic alternatives and to consider and pursue options for reducing its leverage.
Dexone side effects
Pursuant to the Reorganization Plan, the Agent, on behalf of the Lenders, is empowered and authorized to execute and deliver to the Loan Parties the other Loan Documents and all related agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents. Any action taken by the Agent or the Required Lenders or any other instructing group of Lenders specified by this Agreement in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Agent or the Required Lenders or any other instructing group of Lenders specified by this Agreement of their respective powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders.
Each Lender also acknowledges that it will, independently and without G-120 Table of Contents reliance upon the Agent or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.
Neither the joint lead arrangers, the syndication agent nor the co-documentation agents listed on the cover page to this Agreement shall have any duties or responsibilities hereunder in their capacities as such.
ARTICLE IX Miscellaneous SECTION 9. Without limiting the generality of the foregoing, the making, deemed making or maintenance of a Loan shall not be construed as a waiver of any Default, regardless of whether the Agent or any Lender may have had notice or knowledge of such Default at the time.
Notwithstanding the other provisions of this paragraph, any provision of this Agreement may be amended by an agreement in writing entered into by the Ultimate Parent, the Borrower, the Required Lenders and the Agent if at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of and interest accrued on each Loan held by it and all other amounts owing to it or accrued for its account under the Loan Documents.
For the avoidance of doubt, it is acknowledged hereby that nothing contained in this Agreement is or shall be deemed to constitute an indemnification by the Borrower or any Subsidiary of any Lender in its capacity as a holder of Equity Interests of the Borrower for any loss, cause, claim, expense, liability, cause or action or damage arising under or in connection with United States federal or state securities laws.
Common Dexone ide effects may include:
SuperMedia, through its authorized agents or representatives, shall retain and may exclusively enforce any and all such causes of action.
Compensation of all officers shall be fixed by the Board of Directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the Corporation.
The members of the SuperMedia Board were instructed to notify Mr.
The merger agreement contains customary representations and warranties of SuperMedia, Dex One, Newdex and Merger Sub relating to their respective businesses.
With respect to each proposal to be presented at the SuperMedia special meeting, holders of SuperMedia common stock are entitled to one vote for each share of SuperMedia common stock owned at the close of business on the SuperMedia record date. At the close of business on the SuperMedia record date, there were 15,664,432 shares of SuperMedia common stock outstanding and entitled to vote at the SuperMedia special meeting.
SuperMedia may seek to do the same regarding the SuperMedia prepackaged plan if SuperMedia senior secured lenders vote to accept such plan but SuperMedia stockholders do not vote to accept the plan. As a result, the number and amount of Dex One credit facilities claims and SuperMedia credit facility claims held by lenders contractually obligated to support the Dex One prepackaged plan and the SuperMedia prepackaged plan, respectively, exceed the thresholds required for approval of such prepackaged plans by each class of Dex One credit facilities claims and SuperMedia credit facility claims respectively, under applicable bankruptcy law.
Approval of the financing amendments out of court requires unanimous senior secured lender consent.
Where can I get more information?
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
Alfred Mockett, Dex One's CEO, will step down when the deal closes.