DexYP®, a leading small business software provider, announced today the
results of its tender offer, which previously expired at 10:00 a.m.
Eastern Time on April 23, 2019 (the “Expiration
Date”).
DexYP raised new credit facilities in late 2018, and early 2019, the
funds from which could be used for a variety of uses, including to
launch a tender offer. On March 25, 2019 DexYP launched a tender offer
to purchase up to 42,650,000 shares of common stock of DexYP (“Shares”)
and up to 2,780,000 in vested and unexercised options to purchase Shares
(“Options”) at $10.15 per Share and/or
Option for an aggregate purchase price of $461,114,500.
Following the Expiration Date, DexYP has reviewed the results of the
tender offer, which was oversubscribed. Accordingly, DexYP has decided,
pursuant to the terms of the tender offer, to exercise its right to
accept for repurchase additional Share and Options up to 2% of the
outstanding shares of Common Stock on a fully diluted basis, in each
case on a pro rata basis. In total DexYP, accepted for repurchase (i)
43,114,970 Shares for up to $437,616,946 in aggregate value and
(ii) 4,186,891 Options for up to $42,496,944 in aggregate value, for an
aggregate value for both Shares and Options of up to $480,113,890, which
repurchase shall be subject to adjustment to avoid the purchase of
fractional Shares and/or Options (and shall be undertaken on a pro rata
basis). The tender offer was oversubscribed and the Shares and Options
were accepted, pursuant to the terms of the tender offer (a) subject to
proration and (b) increased to reflect the Company’s decision to
exercise its right pursuant to the terms of the tender offer to accept
for repurchase additional Shares and Options up to 2% of the outstanding
shares of Common Stock on a fully diluted basis, in each case on a pro
rata basis.
“The continued support we see from the financial community is
appreciated,” said Joe Walsh, CEO of DexYP. “The successful transaction
significantly reduces our share count and positions our business to
continue to create value through deleveraging and strengthening our core
digital and SaaS product offerings.”
Payment for the properly tendered Shares and Options that were accepted
for purchase is expected to commence in the first week of May. Following
the transaction, the amount of DexYP common stock outstanding is
anticipated to be reduced from 103,196,920 shares to 60,081,950, subject
to adjustment to avoid the purchase of fractional Shares and/or Options.
About DexYP
DexYP®
builds and owns Thryv®,
the simple, easy-to-use software that helps small business owners with
the daily demands of running a business; and allows them to take control
and be more successful. Thryv provides modernized business functions
allowing them to manage their time, communicate with clients, and get
paid. These include building a digital customer list, communicating with
customers via email and text, updating business listings across the
internet, accepting appointments, sending notifications and reminders,
managing ratings and reviews, generating estimates and invoices,
processing payments, and issuing invoices and coupons.
DexYP
delivers business services to more than 400,000 small businesses across
America that enable them to compete and win in today’s economy.
DexYP
also provides consumer services through our market-leading search,
display and social products—and connects local businesses to the over 25
million monthly visitors of DexKnows.com®, Superpages.com® and
yellowpages.com search portals; and local print directories The Real
Yellow Pages®. For more information about the company, visit dexyp.com.
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