R.H. Donnelley Inc. Announces Successful Completion of Consent Solicitation with Respect to Its 9 1/8% Senior Subordinated Notes Due 2008

Business Wire,  Dec 16, 2002  

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Business Editors

PURCHASE, N.Y.--(BUSINESS WIRE)--Dec. 16, 2002

R.H. Donnelley Inc., a subsidiary of R.H. Donnelley Corporation (NYSE:RHD), today announced that it has successfully completed its consent solicitation with respect to $150 million aggregate principal amount of its 9 1/8% senior subordinated notes due 2008 (the "2008 Notes").

The early consent payment deadline expired pursuant to the terms of the offer to purchase and consent solicitation statement at 5:00 p.m., New York City time, on Monday, December 16, 2002, at which time the Company had received tenders of, and consents related to, $128.7 million aggregate principal amount of the 2008 Notes, representing approximately 85.8% of the aggregate principal amount of the 2008 Notes outstanding.

In accordance with the terms of the offer to purchase and consent solicitation statement, holders who validly tendered their notes before 5:00 p.m., New York City time, on Monday, December 16, 2002 will receive the total consideration, which is the early consent premium, equal to 1.5% of the principal amount of the 2008 Notes validly tendered, plus the tender offer consideration, equal to 98.5% of the principal amount of the 2008 Notes validly tendered. In accordance with the terms of the offer to purchase and consent solicitation statement, holders who validly tender their notes after 5:00 p.m., New York City time, on Monday, December 16, 2002 and before 5:00 p.m., New York City time, on Thursday, January 2, 2003 (unless extended or earlier terminated) are entitled to receive only the tender offer consideration, equal to 98.5% of the principal amount of the 2008 Notes validly tendered, but no early consent premium. Accrued and unpaid interest will be paid on all 2008 Notes validly tendered and accepted for payment.

The tender offer and consent solicitation will expire at 5:00 p.m., New York City time, on Thursday, January 2, 2003, unless extended or earlier terminated by the Company.

About R.H. Donnelley

R.H. Donnelley is a leading marketer of yellow pages advertising. The company's businesses include relationships with SBC and Sprint, as well as its pre-press publishing facility in Raleigh, N.C. For more information, please visit Donnelley at www.rhd.com.

Safe Harbor Provision

This news release may contain forward-looking statements within the meaning of the federal securities laws, and R.H. Donnelley Inc. and R.H. Donnelley Corporation intend that such forward-looking statements be subject to the safe-harbor created thereby. These forward-looking statements are subject to many uncertainties that could cause actual results to differ from the results anticipated by R.H. Donnelley Inc. and R.H. Donnelley Corporation, including the ability to satisfy the conditions to the consummation of the tender offer regarding the 2008 Notes.

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