R. H. Donnelley filed for bankruptcy in May of 2009 after missing a $55 million interest payment to creditors, but the seeds of its bankruptcy were planted more than five years earlier when Dex Media borrowed $1.5 billion to pay a special dividend to its private equity owners, including Carlyle Group and Welsh, Carson, Anderson & Stowe.   The two Private Equity firms acquired Dex Media from Qwest Communications International in a 2003 LBO for a total purchase price of $7 billion, and were subsequently able to recoup their entire equity investments of $775 million each through a series of special dividends, as reported by the WSJ on Sept. 21, 2005. Dex Media was taken public at $19 a share in early 2005, and R.H. Donnelley acquired Dex Media  in a cash and stock deal later that year, which also involved R. H. Donnelley assuming $5.3 billion in debt, bringing Donnelley to a total of $10.7 billion in debt.

A look at the S-1 statement for Dex Media’s initial public offering shows that the lead underwriters for the January 2005 IPO were Lehman Brothers, Morgan Stanley and Merrill Lynch, and that the company had an 8-to-1 debt equity ratio on 9/30/2004.  The risks section of the S-1 stated that “our substantial indebtedness could adversely impact our financial condition, and impair our ability to operate our business” and went on to say “despite our substantial indebtedness, we may still incur significantly more debt.” 

Lesson Learned:  Dex Media’s underwriters were right on both counts.   R. H. Donnelley’s total debt load, including the debt assumed in the Dex Media acquisition, deprived it of the needed financial cushion in the face of tough competition and adverse economic conditions.