8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 28, 2009

R.H. DONNELLEY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation) 1-07155
(Commission
File Number) 13-2740040
(IRS Employer
Identification No.)

1001 Winstead Drive, Cary NC
(Address of principal
executive offices) 27513
(Zip Code)

Registrant’s telephone number,
including area code:
(919) 297-1600

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1

Item 1.03. Bankruptcy or Receivership.

     On May 28, 2009, R.H. Donnelley Corporation, a Delaware corporation (the “Company”), and all of its subsidiaries (collectively, the “Debtors”), filed voluntary petitions (the “Chapter 11 Petitions”) for relief under Chapter 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Debtors will continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As of the date of this Current Report on Form 8-K, a receiver, fiscal agent or similar officer has not been appointed.

     In connection with the filing of the Chapter 11 petitions, the Company has entered into support agreements with certain of the lenders under its subsidiaries’ three existing credit facilities and certain holders of the Company’s and certain of its subsidiaries’ public bond debt, pursuant to which, upon certain material conditions, such lenders and such bondholders would support a plan of reorganization which is consistent with term sheets agreed to by the Company and those lenders and bondholders, as more fully described below.

Lender Support Agreements

     On May 28, 2009, the Company and certain of its subsidiaries entered into Plan Support Agreements dated as of May 28, 2009 (the “Lender Support Agreements”) with certain of its lenders under each of the following existing subsidiary credit facilities (in each case, the “Signing Lenders”):

• the Second Amended and Restated Credit Agreement, dated as of December 13, 2005, among the Company, R.H. Donnelley Inc. (“RHDI”), the lenders from time to time party thereto and Deutsche Bank Trust Company Americas, as Administrative Agent, as amended April 24, 2006 and June 6, 2008 (the “RHDI Credit Agreement”);

• the Credit Agreement, dated as of June 6, 2008, among Dex Media, Inc. (“DMI”), Dex Media West, Inc., Dex Media West, LLC (“DMW”), the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (the “DMW Credit Agreement”); and

• the Credit Agreement, dated as of October 24, 2007, among DMI, Dex Media East, Inc., Dex Media East, LLC (“DME”), the lenders party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent (the “DME Credit Agreement”).

     The Lender Support Agreements are substantially similar in all material respects. Under the Lender Support Agreements, the Signing Lenders agree, among other things, (i) to support a plan of reorganization (the “Plan”) of the Company that is consistent with the treatment summarized in term sheets agreed to by the applicable Signing Lenders and attached to the Lender Support Agreements and (ii) not to sell or transfer any claim under the applicable loan documents to which the Signing Lenders are party. The Lender Support Agreements contain customary terms, are subject to certain material conditions and may be terminated upon the occurrence of certain events.

Noteholder Support Agreement

     On May 28, 2009, the Company, on behalf of itself and all of its subsidiaries, entered into a Noteholder Support Agreement, dated as of May 28, 2009 (the “Noteholder Support Agreement”) with the certain holders (collectively, the “Signing Noteholders”) of the following debt:

• the Company’s 6.875% senior notes, due 2013 (the “RHD Senior Notes”), issued under the Indenture, dated as of January 14, 2005, between the Company and The Bank of New York (“BONY”), as trustee;

• the Company’s 6.875% Series A-1 senior discount notes, due 2013 (the “RHD Series A-1 Notes”), issued under the Indenture, dated as of January 27, 2006, between the Company and BONY, as trustee;

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• the Company’s 6.875% Series A-2 senior discount notes, due 2013 (the “RHD Series A-2 Notes”), issued under the Indenture, dated as of January 14, 2005, between R.H. Donnelley Finance Corporation III (“RHD Finance”) and BONY, as trustee;

• the Company’s 8.875% Series A-3 senior notes, due 2016 (the “RHD Series A-3 Notes”), issued under the Indenture, dated as of January 14, 2005, between RHD Finance and BONY, as trustee;

• the Company’s 8.875% Series A-4 senior notes, due 2017 (the “RHD Series A-4 Notes”), issued under the Indenture, dated as of October 2, 2007, between the Company and BONY, as trustee;

• RHDI’s 11.75% senior notes, due 2015 (the “RHDI Notes”), issued under the Indenture, dated as of June 25, 2008, among RHDI, the Guarantors named therein and BONY, as trustee;

• DMI’s 8% senior notes, due 2013 (the “DMI Senior Notes”), issued under the Indenture, dated as of November 10, 2003, between DMI and U.S. Bank National Association (“U.S. Bank”), as trustee, as supplemented;

• DMI’s 9% senior discount notes, due 2013 (the “DMI Senior Discount Notes”), issued under the Indenture, dated as of November 10, 2003, between DMI and U.S. Bank, as trustee, as supplemented;

• DMW’s 8.5% senior notes, due 2010 (the “DMW 2010 Notes”), issued under the Indenture, dated as of August 29, 2003, among DMW, Dex Media West Finance Co. (“DMW Finance”) and U.S. Bank;

• DMW’s 5.875% senior notes, due 2011 (the “DMW 2011 Notes”), issued under the Indenture, dated as of November 24, 2004, among DMW, DMW Finance and U.S. Bank; and

• DMW’s 9.875% senior subordinated notes, due 2013 (the “DMW 2013 Notes” and, together with the RHD Senior Notes, RHD Series A-1 Notes, RHD Series A-2 Notes, RHD Series A-3 Notes, RHD Series A-4 Notes, RHDI Notes, DMI Senior Notes, DMI Senior Discount Notes, DMW 2010 Notes, DMW 2011 Notes and DMW 2013 Notes, the “Notes”), issued under the Indenture, dated as of August 29, 2003, among DMW, DMW Finance and U.S. Bank.

     Under the Noteholder Support Agreement, the Signing Noteholders agree, among other things, (i) to support a Plan that is consistent with the treatment summarized in the term sheet agreed to by the Noteholders and attached to the Noteholder Support Agreement and (ii) not to transfer any claim under the Notes except to a transferee who agrees to be bound by the Noteholder Support Agreement. The Noteholder Support Agreement contains customary terms, are subject to certain material conditions and may be terminated upon the occurrence of certain events.

     On May 29, 2009, the Company issued a press release relating to the foregoing, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

     The filing of the Chapter 11 Petitions described in Item 1.03 above constitutes or may constitute an event of default or otherwise triggers or may trigger repayment obligations under the express terms of certain instruments and agreements relating to direct financial obligations of the Debtors (the “Debt Documents”). As a result of such an event of default or triggering event, all obligations under the Debt Documents, by the terms of the Debt Documents, have or may become due and payable. The Debtors believe that any efforts to enforce such payment obligations against the Debtors under the Debt Documents are stayed as a result of the filing of the Chapter 11 Petitions in the Bankruptcy Court. The material Debt Documents, and the approximate principal amount of debt currently outstanding thereunder (prior to the application of any pre-petition paydowns made to outstanding balances under the RHDI Credit Agreement, the DMW Credit Agreement and the DME Credit Agreement pursuant to the terms of the Lender Support Agreements), are as follows:

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• RHDI’s obligations under the RHDI Credit Agreement, consisting of (i) a revolving credit facility with $174,000,000 outstanding and (ii) Term Loans D-1/2 with $1,337,612,993 outstanding;

• DMW’s obligations under the DMW Credit Agreement, consisting of (i) a revolving credit facility with $90,000,000 outstanding; (ii) Term Loan A with $130,000,000 outstanding; and (iii) Term Loan B with $950,000,000 outstanding;

• DME’s obligations under the DME Credit Agreement, consisting of (i) a revolving credit facility with $97,000,000 outstanding; (ii) Term Loan A with $665,000,000 outstanding; and (iii) Term Loan B with $398,000,000 outstanding;

• the RHD Senior Notes, in the aggregate principal amount of $206,791,000;

• the RHD Series A-1 Notes, in the aggregate principal amount of $303,587,000;

• the RHD Series A-2 Notes, in the aggregate principal amount of $457,572,000;

• the RHD Series A-3 Notes, in the aggregate principal amount of $1,012,839,000;

• the RHD Series A-4 Notes, in the aggregate principal amount of $1,229,760,000;

• the RHDI Notes, in the aggregate principal amount of $412,871,000;

• the DMI Senior Notes, in the aggregate principal amount of $500,000,000;

• the DMI Senior Discount Notes, in the aggregate principal amount of $750,000,000;

• the DMW 2010 Notes, in the aggregate principal amount of $385,000,000;

• the DMW 2011 Notes, in the aggregate principal amount of $8,720,000;

• the DMW 2013 Notes, in the aggregate principal amount of $761,650,000; and

• interest rate swaps that hedge interest rates under floating rate bank indebtednessof RHDI, DMW and DME.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Press Release of R.H. Donnelley Corporation issued May 29, 2009.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

R.H. Donnelley Corporation
By:	/s/ Mark W. Hianik
	Name:	Mark W. Hianik
	Title:	Senior Vice President, General Counsel and Corporate Secretary

Date: May 29, 2009

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of R.H. Donnelley Corporation issued May 29, 2009.

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EX-99.1

Exhibit 99.1

Media Contacts:

Tom Becker – 646-335-5188 or 212-573-6100

Mike Truell – 919-297-1772

R.H. Donnelley Initiates Voluntary Chapter 11 Proceeding to Restructure
Balance Sheet and Reduce Debt

• Has Reached Agreement in Principle with Key Creditors to Significantly Reduce Debt

• Operations Continue Without Interruption; No Impact To Customers

CARY, N.C., May 29, 2009 – R.H. Donnelley (OTC: RHDC), one of the nation’s leading consumer and business-to-business local commercial search companies, announced that the company and its subsidiaries today filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware in order to consummate a balance sheet restructuring.

R.H. Donnelley also announced it has reached an agreement in principle with key creditor constituencies on the terms of a plan of reorganization that proposes to reduce debt by approximately $6.4 billion, eliminate approximately $500 million in annual interest expense and extend the company’s bank maturities out to 2014.

Throughout the restructuring process, R.H. Donnelley will be conducting “business as usual” and does not anticipate any interruptions in the services it provides to its more than 500,000 valued customers across the U.S.

R.H. Donnelley anticipates that more than $300 million of cash on hand, as well as projected positive cash flow from operations will be more than sufficient to fund its operations during the restructuring process, and therefore does not plan to seek debtor-in-possession (DIP) financing during the reorganization of its business.

“Our growth-through-acquisition strategy never anticipated the cataclysmic collapse of the U.S. economy and the local advertising market. As a result of these developments, earlier this year we began negotiating with our lenders to restructure our debt and provide the company with a more sustainable capital structure that reflects the current economic realities,” said David C. Swanson, chairman and CEO of R.H. Donnelley.

Under the terms of the agreement:

• R.H. Donnelley would reduce its total debt by approximately $6.4 billion, including about $700 million of secured indebtedness

• The approximately $6.0 billion of unsecured bond indebtedness would be exchanged for 100 percent of the equity in the restructured company and $300

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	million of unsecured notes issued by the company; all existing equity in the company would be extinguished
•	Total cash interest expense reduction of approximately $500 million annually
•	Post-restructuring secured and consolidated debt of approximately $3.1 billion and $3.4 billion, respectively, which represents approximately 3.0x and 3.3x net secured and net consolidated leverage, respectively
•	Post-restructuring cash balance of approximately $125 million

R.H. Donnelley filed a variety of customary first day motions with the court to enable it to continue business as usual during the restructuring. These motions include requests to continue paying employee wages and benefits as usual and to continue customer programs and guarantees.

Serving as lead restructuring advisors for R.H. Donnelley are Lazard Freres & Co. LLC and Sidley Austin LLP.

More information about today’s announcement is available at www.rhd.com. Additionally, the company has set up a toll-free restructuring hotline at 1-866-889-6193.

About R.H. Donnelley

R.H. Donnelley Corporation (OTC: RHDC) is one of the nation’s leading consumer and business-to-business local commercial search companies. The company delivers relevant search results for consumers and leads to small- and medium-sized businesses through its Dex-branded print yellow and white pages directories, Internet yellow pages site, mobile and voice search platforms as well as one of the largest pay–per-click ad networks in the U.S. It also operates the nation’s leading business search engine and online directory through its Business.com subsidiary. For more information, visit www.rhd.com and www.dexknows.com.

Safe Harbor Provision

Certain statements contained in this press release regarding R.H. Donnelley’s future operating results or performance or business plans or prospects and any other statements not constituting historical fact are “forward-looking statements” subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. 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 R.H. Donnelley or its management, have been used to identify such forward-looking statements. All forward-looking statements reflect only R.H. Donnelley’s current beliefs and assumptions with respect to future business plans, prospects, decisions and results, and are based on information currently available to R.H. Donnelley. Accordingly, the statements are subject to significant risks, uncertainties and contingencies, which could cause R.H. Donnelley’s actual operating results, performance or business plans or prospects to differ materially from those expressed in, or implied by, these statements.

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Factors that could cause actual results to differ materially from current expectations include risks and other factors described in R.H. Donnelley’s publicly available reports filed with the SEC, which contain a discussion of various factors that may affect R.H. Donnelley’s business or financial results. Such risks and other factors, which in some instances are beyond R.H. Donnelley’s control, include: our ability to generate sufficient cash to service our significant debt levels; our ability to comply with or obtain modifications or waivers of the financial covenants contained in our debt agreements, and the potential impact to operations and liquidity as a result of restrictive covenants in such debt agreements; our ability to refinance or restructure our debt on reasonable terms and conditions as might be necessary from time to time, particularly in light of the continuing instability in the global credit markets; increasing LIBOR rates; changes in directory advertising spend and consumer usage; regulatory and judicial rulings; competition and other economic conditions; changes in the Company’s and the Company’s subsidiaries credit ratings; changes in accounting standards; adverse results from litigation, governmental investigations or tax related proceedings or audits; the effect of labor strikes, lock-outs and negotiations; successful integration and realization of the expected benefits of acquisitions; the continued enforceability of the commercial agreements with Qwest, Embarq and AT&T; our reliance on third-party vendors for various services; and other events beyond our control that may result in unexpected adverse operating results. R.H. Donnelley is not responsible for updating the information contained in this press release beyond the published date, or for changes made to this document by wire services or Internet service providers.

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