R.H. Donnelley accepts tenders for $594.31 million of notes in exchange offer for five series

By Angela McDaniels

Tacoma, Wash., June 23 - R.H. Donnelley Corp. said its subsidiary R.H. Donnelley Inc. will issue $412.9 million of new 11¾% senior notes due May 15, 2015 in exchange for $594.31 million of old notes under an exchange offer that expired on Friday.

The company began the exchange offer on May 8 to refinance a portion of its 6 7/8% senior notes due 2013, 6 7/8% series A-1 senior discount notes due 2013, 6 7/8% series A-2 senior discount notes due 2013, 8 7/8% series A-3 senior notes due 2016 and 8 7/8% series A-4 senior notes due 2017.

On June 9, the company extended the offer deadline from June 6 and increased the total amount of notes it would accept for exchange to $754.4 million from $700 million.

As of the expiration date, holders had tendered:

• $48.19 million principal amount of the 6 7/8% senior notes;

• $31.22 million principal amount at maturity of the 6 7/8% series A-1 notes;

• $99.51 million principal amount at maturity of the 6 7/8% series A-2 notes;

• $151.16 million principal amount of the 8 7/8% series A-3 notes; and

• $272.17 million principal amount of the 8 7/8% series A-4 notes.

R.H. Donnelley will accept all of the series A-1, A-2 and A-3 notes, $47.68 million of the 6 7/8% senior notes and $264.74 million of the series A-4 notes, according to a company news release.

For each $1,000 principal amount of old notes, holders will receive $682.50 of new 11¾% notes for the 6 7/8% senior notes, $705.00 for the 8 7/8% series A-3 notes and $700.00 for the 8 7/8% series A-4 notes.

For each $1,000 principal amount at maturity of old notes, holders will receive $682.50 of new notes for the discount notes.

For each series, the payout includes an early participation amount of $30.00 of new notes for old notes tendered by midnight ET on June 6, the early participation deadline.

The company will also pay accrued interest up to but excluding the settlement date, which is expected to be Wednesday.

Consummation of the offer remains subject to conditions that must be satisfied or waived, according to Monday's release.

The information agent was MacKenzie Partners, Inc. (800 322-2885 or call collect 212 929-5500).

R.H. Donnelley is a Yellow Pages and online local commercial search company based in Cary, N.C.

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