DALLAS--(BUSINESS WIRE)--Dex Media, Inc. today announced that it has acquired YP Holdings, a leading marketing solutions and search platform provider and publisher of the Real Yellow Pages® and YP.com. The combined company, to be called DexYP™ (“DexYP” or “the Company”), provides local business automation software and digital and print marketing products enabling local businesses to compete and win in today’s on-demand economy. The Company will offer its Thryv℠ business automation software and its marketing solutions suite to more than 700,000 small- to medium-sized business (SMB) clients with a footprint across the 48 continental United States.
DexYP expects to have pro forma net revenue of more than $2 billion in 2017, including over $1 billion in digital net revenue. The Company, which will be headquartered in Dallas, has thousands of sales representatives nationwide focused on helping local businesses. It will operate as a privately held company, with the former Dex Media executive team leading the organization. The transaction has received the necessary regulatory and other customary approvals for closing. Financial terms were not disclosed. The Company has released five-year financial projections:
|Pro Forma Revenue, Net||$2,327||$1,964||$1,865||$1,820||$1,804|
|Adjusted Pro Forma EBITDA||$537||$520||$511||$518||$519|
|Adjusted Pro Forma EBITDA Margin %||23.1%||26.5%||27.4%||28.5%||28.8%|
“DexYP will help businesses across America survive and thrive,” said DexYP CEO Joe Walsh. “Both of our companies have a long history of helping local independent business owners. Now, as DexYP, we will enable these entrepreneurs, the backbone of the U.S. economy, to compete and win against big-box national chains and on-demand service providers. We will arm them with the same business automation software that big enterprises use. We already have nearly 30,000 customers using this powerful software, modernizing the way they do business, and with our thousands of sales reps nationwide, we can now deliver this capability to businesses everywhere. Today’s acquisition is good for local businesses and their consumers across America.”
Mr. Walsh continued, “Today’s transaction underscores our commitment to serving America’s local businesses. We will enable them to acquire and retain customers and digitize and automate their business functions. And we will continue to deliver these clients the high quality leads they covet through our market-leading search, social, display, and online and print directories. Indeed a majority of DexYP’s revenue will be derived from digital products, giving us a growing digital audience to whom we will have greater opportunities to sell our best-in-class digital solutions, while enhancing our ability to manage our print directories business profitably.”
DexYP’s marquee product, Thryv, formerly known as DexHub, is an all-in-one app enabling local business owners to manage their businesses on their smartphones and other devices from anywhere. Thryv lets local businesses automate business functions they performed manually in the past, or never performed. 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. Thryv includes a mobile responsive and adaptive website and integrates with many popular online applications so customers can continue to use their favorite tools through their Thryv application. In addition, Thryv users receive live U.S.-based telephone support guiding them through configuration and monthly performance and analytics. The product’s tagline is “Your Business. Smarter.”
DexYP believes it can significantly expand its share of the SMB market. The Company believes up to eight million SMBs could benefit from access to Thryv. The deal combines Thryv and Dex Media’s widely used consumer services including the DexKnows.com® and Superpages.com® search portals, mobile applications, as well as local print directories, with the power of YP’s well-known brand and massive audience of more than 60 million consumers across its properties, which include the The Real Yellow Pages® Directory, its popular YP℠ app and yellowpages.com. The Company also offers a complete digital marketing suite including search, social, and display products with sophisticated performance tracking and live support via dedicated account managers.
Moelis & Company LLC served as financial advisor to Dex Media, while Weil, Gotshal & Manges LLP acted as lead legal counsel to Dex Media. Goldman Sachs served as financial advisor to YP, while Schulte Roth & Zabel LLP acted as legal counsel to YP.
DexYP helps local businesses win and retain their customers, delivering measurable, lasting results. As the business management resource for hundreds of thousands of local businesses across the United States, DexYP helps business owners manage their customer relationships, internet presence, bookings, analytics and more from a single mobile platform. DexYP provides critical expertise and support so business owners have a trusted, expert advisor just a click or phone call away. The Company’s widely-used consumer services include search portals, mobile applications, as well as local print directories. To learn how DexYP can help automate and streamline your business, please visit DexYP.com.
Some statements included in this release constitute forward-looking statements. Statements that include the words “may”, “will”, “could”, “should”, “would”, “believe”, “anticipate”, “forecast”, “estimate”, “expect”, “preliminary”, “intend”, “plan”, “project”, “outlook” and similar statements of a future or forward-looking nature identify forward-looking statements. Specifically, the five-year financial projections and the expected 2017 pro forma revenue are forward-looking statements. You should not place undue reliance on these statements, as they are not guarantees of future performance. Forward-looking statements provide current expectations with respect to our financial performance and future events with respect to our business and industry in general. Forward-looking statements are based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the risks related to the following: the Company's ability to maintain adequate liquidity to fund operations; the Company’s future operating and financial performance; limitations on our operating and strategic flexibility and the ability to operate our business, finance our capital needs or expand business strategies under the terms of our credit facilities; our ability to retain existing business and obtain and retain new business; general economic or business conditions affecting the markets we serve; declining use of print yellow page directories by consumers; our ability to collect trade receivables from clients to whom we extend credit; credit risk associated with our reliance on small and medium sized businesses as clients; our ability to attract and retain key managers; increased competition in our markets; our ability to obtain future financing due to changes in the lending markets or our financial position; our ability to maintain agreements with major Internet search and local media companies; reduced advertising spending and increased contract cancellations by our clients, which causes reduced revenue; and, our ability to anticipate or respond effectively to changes in technology and consumer preferences; and our ability to successfully integrate the YP business with the Company’s business. With respect to the acquisition, important factors could cause actual results to differ materially from those indicated by forward-looking statements and projections included herein, including, but not limited to: the risk that anticipated cost savings, growth opportunities and other financial and operating benefits as a result of the transaction may not be realized or may take longer to realize than expected, the risk that benefits from the transaction may be significantly offset by costs incurred in integrating the companies, including, coordinating geographically separate organizations, integrating business cultures, which could prove to be incompatible, difficulties and costs of integrating information technology systems; and the potential difficulty in retaining key officers and personnel. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by such cautionary statements.
If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. These forward-looking statements speak only as of the date hereof and, other than as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.