SUMMARY

This summary highlights information contained elsewhere in this document. It may not contain all of the information that is important to you. We urge you to carefully read the entire document, including the appendices and the other documents to which we refer in order to fully understand the merger agreement and the related transactions. See “Where You Can Find More Information.” Each item in this summary refers to the first page of this document on which that subject is discussed in more detail.

The Transaction (See page 72)

The transaction being proposed is a stock-for-stock merger between Dex One and SuperMedia under the terms of a merger agreement that is described in this document. The transaction may be consummated either out of court or under the prepackaged plans through Chapter 11 cases. A copy of the merger agreement is attached as Appendix A to this document, a copy of the Dex One prepackaged plan is attached as Appendix F to this document, and a copy of the SuperMedia prepackaged plan is attached as Appendix G to this document. Dex One and SuperMedia encourage you to read the entire merger agreement carefully because it is the principal document governing the transaction. Dex One and SuperMedia also encourage you to read the prepackaged plans, because they will be the principal documents governing the transaction if the transaction is consummated through Chapter 11 cases.

Structure of the Transaction (See page 130)

Subject to the terms and conditions contained in the merger agreement and the prepackaged plans, if applicable, the transaction will comprise the following steps:

Under the prepackaged plans, Dex One and SuperMedia will be able to take additional actions necessary or appropriate to effect the transaction.

The following diagrams illustrate in simplified terms the current abbreviated corporate structures of Dex One and SuperMedia and the abbreviated corporate structure of Dex Media (and approximate ownership percentages and indebtedness outstanding as of December 31, 2012) following the consummation of the transaction:

Consideration to Be Received in the Transaction; Ownership of Dex Media After the Transaction

Upon completion of the transaction, whether consummated out of court or in Chapter 11 cases: (a) Dex One stockholders will receive 0.2 shares of Dex Media common stock for each share of Dex One common stock that they own, which reflects a 1-for-5 reverse stock split of Dex One common stock and (b) SuperMedia stockholders will receive 0.4386 shares of Dex Media common stock for each share of SuperMedia common stock that they own. These exchange ratios are fixed and will not be adjusted based on changes in the market value of the common stock of SuperMedia or Dex One or based on other changes. Because of this, the implied dollar value of the consideration to SuperMedia stockholders will fluctuate with changes in the market price of a share of Dex One common stock. Based on the closing price of $1.24 of Dex One common stock on The New York Stock Exchange (“NYSE”) on August 20, 2012, the last trading day before public announcement of the transaction, the 0.4386 ratio represented $2.72 in value for each share of SuperMedia common stock, assuming the value of one Dex Media share would be equivalent to five Dex One shares, reflecting the 1-for-5 reverse stock split. Based on the closing price of $1.77 of Dex One common stock on the NYSE on February 6, 2013, the latest practicable date before the date of this document, the exchange ratio represented $3.88 in value for each share of SuperMedia common stock.

Treatment of Stock Awards (See page 131)

Dex One

The merger agreement specifies how equity compensation awards issued by Dex One prior to completion of the transaction will be treated in the transaction. Upon completion of the transaction:

SuperMedia

The merger agreement specifies how equity compensation awards issued by SuperMedia prior to completion of the transaction will be treated in the transaction. Upon completion of the transaction:

Pursuant to the terms of the merger agreement, all outstanding options to acquire SuperMedia common stock not exercised by immediately prior to the effective time will be cancelled. Immediately prior to the effective time, all SuperMedia restricted stock units will vest and be settled in SuperMedia common stock.

Material United States Federal Income Tax Consequences of the Transaction (See page 211)

If the transaction is consummated, either out of court or through Chapter 11 cases, the Dex One merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Therefore, a holder or other beneficial owner of Dex One common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of such person’s shares of Dex One common stock for shares of Dex Media

common stock pursuant to the Dex One merger. Additionally, such a person will not recognize any gain or loss for U.S. federal income tax purposes on account of the implied reverse stock split of shares of Dex One common stock when they are exchanged for shares of Dex Media common stock pursuant to the Dex One merger.

If the transaction is consummated, either out of court or through Chapter 11 cases, the parties intend that the SuperMedia merger also be treated as a reorganization, and provided that it so qualifies, a holder or other beneficial owner of SuperMedia common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of such person’s shares of SuperMedia common stock for shares of Dex Media common stock pursuant to the SuperMedia merger. However, as discussed in more detail below, it is possible that the SuperMedia merger would not be treated as a reorganization, as a result of which a holder or other beneficial owner of SuperMedia common stock would recognize gain or loss in the amount of the difference between the fair market value of the shares of Dex Media common stock received pursuant to the SuperMedia merger and such person’s adjusted tax basis in the shares of SuperMedia common stock exchanged therefor.

No opinion from legal counsel has been given regarding whether the Dex One or SuperMedia merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and neither Dex One nor SuperMedia have requested, nor do they intend to request, a ruling from the Internal Revenue Service regarding the U.S. federal income tax consequences of the transaction. As a result, there can be no assurance that the Internal Revenue Service will not assert, or that a court would not sustain, a position contrary to the parties intended treatment of the SuperMedia merger. SuperMedia stockholders should consult their own tax advisers regarding the possible treatment of the merger as a fully taxable transaction.

Recommendation of the Board of Directors of Dex One (See page 87)

After careful consideration, the Dex One board of directors has approved and adopted the merger agreement and the transactions it contemplates. In addition, the Dex One board of directors has determined that the merger agreement and the transactions it contemplates are advisable and in the best interests of Dex One and its stockholders. For more information regarding the factors considered by the Dex One board of directors in reaching its decisions relating to its recommendations, see the section entitled “Proposal 1: The Transaction – Dex One’s Reasons for the Transaction; Recommendation of the Dex One Board of Directors.” The Dex One board of directors unanimously recommends that the Dex One stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions it contemplates, vote “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid to Dex One’s named executive officers that is based on or otherwise relates to the transaction, vote “FOR” the proposal to approve the adjournment of the Dex One special meeting, if necessary or appropriate, to permit further solicitation of proxies and vote to “ACCEPT” the Dex One prepackaged plan.

Dex One has not at this time taken any action approving a bankruptcy filing, and, if the transaction is consummated outside of court, Dex One will not commence a bankruptcy proceeding to consummate the prepackaged plan.

Recommendation of the Board of Directors of SuperMedia (See page 90)

After careful consideration, the SuperMedia board of directors has approved and adopted the merger agreement and the transactions it contemplates. In addition, the SuperMedia board of directors has determined that the merger agreement and the transactions it contemplates are advisable and in the best interests of SuperMedia and its stockholders. For more information regarding the factors considered by the SuperMedia board of directors in reaching its decisions relating to its recommendations, see the section entitled “Proposal 1: The Transaction – SuperMedia’s Reasons for the Transaction; Recommendation of the SuperMedia Board of Directors.” The SuperMedia board of directors unanimously recommends that the SuperMedia

stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions it contemplates, vote “FOR” the proposal to approve, on a non-binding, advisory basis, the compensation that may be paid to SuperMedia’s named executive officers that is based on or otherwise relates to the transaction, vote “FOR” the proposal to approve the adjournment of the SuperMedia special meeting, if necessary or appropriate, to permit further solicitation of proxies and vote to “ACCEPT” the SuperMedia prepackaged plan.

SuperMedia has not at this time taken any action approving a bankruptcy filing, and, if the transaction is consummated outside of court, SuperMedia will not commence a bankruptcy proceeding to consummate the prepackaged plan.

Opinions of Financial Advisors

Dex One (See page 93)

Houlihan Lokey Capital, Inc.

On December 5, 2012 Houlihan Lokey Capital, Inc. (“Houlihan Lokey”) rendered an oral opinion to the Dex One board of directors (which was confirmed in writing by delivery of Houlihan Lokey’s written opinion dated December 5, 2012) to the effect that, as of December 5, 2012, based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, as set forth in the written opinion, and other matters considered by Houlihan Lokey in preparing its opinion, the exchange ratio was fair, from a financial point of view, to holders of Dex One common stock.

Houlihan Lokey’s opinion was directed to the Dex One board of directors and only addressed the fairness from a financial point of view of the exchange ratio and does not address any other aspect or implication of the merger agreement or the transactions it contemplates. The summary of Houlihan Lokey’s opinion in this document is qualified in its entirety by reference to the full text of its written opinion, which is included as Appendix D to this document and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Houlihan Lokey in preparing its opinion. However, neither Houlihan Lokey’s opinion nor the summary of its opinion and the related analyses set forth in this document are intended to be, and do not constitute, advice or a recommendation to the Dex One board of directors or any stockholder as to how to act or vote with respect to the mergers or related matters. See “Proposal 1: The Transaction – Opinion of Dex One’s Financial Advisor.”

Houlihan Lokey’s opinion did not address the prepackaged plans, and Houlihan Lokey did not express any opinion or recommendation as to any other terms of the prepackaged plans or the aggregate terms of the prepackaged plans, or any other plan of reorganization under the Bankruptcy Code.

SuperMedia (See page 102)

Morgan Stanley & Co. LLC

At the meeting of the board of directors of SuperMedia on December 5, 2012, Morgan Stanley & Co. LLC (“Morgan Stanley”) rendered its oral and written opinion to the board of directors of SuperMedia that as of such date, and based upon and subject to the various assumptions, considerations, qualifications and limitations set forth in its written opinion, the SuperMedia Exchange Ratio was fair from a financial point of view to the holders of shares of SuperMedia common stock (other than shares owned by Dex One, Newdex, SuperMedia or any of their respective subsidiaries, referred to as the “excluded shares”).

The full text of the written opinion of Morgan Stanley, dated as of December 5, 2012, is attached hereto as Appendix E and is incorporated into this document by reference. The opinion sets forth, among other things, assumptions made, procedures followed, matters considered and qualifications to and limitations of the review undertaken by Morgan Stanley in rendering its opinion. Holders of SuperMedia common stock are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion is directed to the board of directors of SuperMedia, in its capacity as such, and addresses only the fairness, from a financial point of view to the holders of shares of SuperMedia common stock (other than the excluded shares), of the SuperMedia Exchange Ratio pursuant to the merger agreement as of the date of the opinion. Morgan Stanley’s opinion does not address any other term or aspect of the mergers or any related transactions (including the amendment of SuperMedia’s and Dex One’s credit facilities, the tax sharing agreement and the shared services agreement). Morgan Stanley’s opinion does not in any manner address (1) the fairness of the amount or nature of the compensation to any of the officers, directors or employees of any of the parties to the merger agreement, or any class of such persons, relative to the consideration to be received by the holders of shares of SuperMedia common stock in the transaction, (2) the solvency, creditworthiness or fair value of SuperMedia, Dex One or Dex Media under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, (3) the absolute or relative recoveries available to the holders of SuperMedia common stock or the holders of any other class of securities, creditors or other constituencies of SuperMedia or Dex One in any bankruptcy or other insolvency proceeding, liquidation or restructuring, (4) any plan of reorganization under the Bankruptcy Code, including the prepackaged plans, (5) the underlying business decision to proceed with or effect the mergers, the amendment of SuperMedia’s and Dex One’s credit facilities, the tax sharing agreement, the shared services agreement or any plan of reorganization under the Bankruptcy Code, including the prepackaged plans, (6) the availability or advisability of any alternatives, or (7) how any stockholder of SuperMedia or Dex One should vote at any stockholders meeting held in connection with the transaction or any other matter or how any other constituency should vote in connection with the prepackaged plans, if applicable.

Interests of Certain Persons in the Transaction (See page 118)

Dex One

Dex One’s executive officers and directors have interests in the transaction as individuals that are different from, or in addition to, the interests of Dex One’s stockholders generally. The Dex One board of directors was aware of these interests and considered them, among other matters, in approving and adopting the merger agreement and the transactions it contemplates. These interests include (1) the appointment of five current directors of Dex One as directors of Dex Media upon completion of the transaction, (2) all stock options, restricted stock, restricted stock units denominated in shares of Dex One common stock and stock appreciation rights in respect of Dex One common stock will each be settled upon the completion of the transaction as described in the section entitled “The Merger Agreement—Treatment of Stock Awards—Dex One,” and (3) existing employment agreements and other arrangements between Dex One and certain executive officers that provide for severance and other benefits in connection with a qualifying termination of employment following a change of control. The Dex One board of directors has deemed that the transaction will constitute a change in control for purposes of those arrangements.

As of December 31, 2012, Dex One executive officers as a group held stock options to acquire 2,218,750 shares of Dex One common stock (with a weighted average exercise price of $11.17), 457,767 shares of Dex One restricted stock, 325,000 restricted stock units in respect of Dex One common stock and 81,576 stock appreciation rights in respect of Dex One common stock, and Dex One’s non-employee directors as a group held no stock options to acquire shares of Dex One common stock, no shares of Dex One restricted stock, no restricted stock units in respect of Dex One common stock and no stock appreciation rights in respect of Dex One common stock. Dex One’s executive officers and directors also have rights to indemnification and directors’ and officers’ liability insurance that will survive completion of the transaction. See “Proposal 1: The Transaction— Interests of Certain Persons in the Transaction—Dex One” for additional information.

SuperMedia

SuperMedia’s executive officers and directors have interests in the transaction as individuals that are different from, or in addition to, the interests of SuperMedia’s stockholders generally. The SuperMedia board of directors was aware of these interests and considered them, among other matters, in approving and adopting the merger agreement and the transactions it contemplates. These interests include (1) the appointment of Peter McDonald, the current President and Chief Executive Officer of SuperMedia, and Samuel D. Jones, the current Executive Vice President, Chief Financial Officer and Treasurer of SuperMedia, as the Chief Executive Officer and President and the Chief Financial Officer of Dex Media, respectively, upon completion of the transaction as described in the section entitled “Proposal 1: The Transaction—Board of Directors and Management of Dex Media following Completion of the Transaction,” (2) the appointment of five current directors of SuperMedia (including Mr. McDonald) as directors of Dex Media upon completion of the transaction, (3) the settlement of stock options, restricted stock and restricted stock units denominated in shares of SuperMedia common stock will each be settled upon the completion of the transaction as described in the section entitled “The Merger Agreement—Treatment of Stock Awards—SuperMedia,” (4) existing employment agreements and other arrangements between SuperMedia and certain executive officers that provide for severance and other benefits in connection with a qualifying termination of employment following a change of control such as the transaction, (5) one of SuperMedia’s directors, John Slater, is employed by a significant holder of common stock and senior indebtedness of SuperMedia and Dex One and the consummation of the transaction may be a material factor in determining discretionary compensation he may be paid by his employer and (6) Mr. Slater served as a member of the unofficial steering committee of SuperMedia’s secured lenders that negotiated the terms of the financing amendments. The SuperMedia board of directors has deemed that the transaction will constitute a change in control for purposes of these arrangements.

As of January 25, 2013, SuperMedia executive officers as a group held stock options to acquire 253,500 shares of SuperMedia common stock (with a weighted average exercise price of $7.89), 306,300 shares of SuperMedia restricted stock, and 57,014 restricted stock units in respect of SuperMedia common stock, and SuperMedia’s non-employee directors as a group held 88,842 shares of SuperMedia restricted stock and 9,459 restricted stock units in respect of SuperMedia common stock. SuperMedia’s executive officers and directors also have rights to indemnification and directors’ and officers’ liability insurance that will survive completion of the transaction. See “Proposal 1: The Transaction— Interests of Certain Persons in the Transaction—SuperMedia” for additional information.

Board of Directors of Dex Media Following Completion of the Transaction (See page 117)

Upon completion of the transaction, whether consummated out of court or through Chapter 11 cases, the board of directors of Dex Media will consist of ten members comprising:

Regulatory Approvals Required for the Transaction (See page 118)

Currently, no filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), is believed to be necessary for the transaction to be completed. Depending upon fluctuations in the fair market value of SuperMedia’s common stock prior to the closing of the transaction, however, it may be necessary for the parties to make the requisite filings and wait the applicable waiting periods under the HSR Act.

Conditions That Must Be Satisfied or Waived for the Transaction to Occur (See page 141)

Whether or when the transaction will be completed depends on a number of conditions being satisfied or, where legally permissible, waived. These conditions include, among others:

Several of the conditions to the obligations of the parties to close the transaction are beyond our control and we cannot be certain when, or if, the conditions to the transaction will be satisfied or waived.

Termination of the Merger Agreement (See page 143)

Dex One and SuperMedia may agree to terminate the merger agreement without completing the transaction, even after stockholder approval, if the termination is approved by each of our boards of directors.

In addition, the merger agreement may be terminated by either party in the following circumstances:

Expenses and Expense Reimbursement (See pages 141 and 144, respectively)

Generally, all fees and expenses incurred in connection with the merger agreement and the transactions contemplated by the merger agreement will be paid by the party incurring those expenses, subject to the specific exceptions discussed in this document. Upon termination of the merger agreement under specified circumstances, Dex One or SuperMedia may be required to pay the other party an expense reimbursement of up to a maximum amount of $7.5 million. See “The Merger Agreement—Expense Reimbursement” for a complete discussion of the circumstances under which a party may be required to pay an expense reimbursement.

The Rights of Dex One and SuperMedia Stockholders Will Be Governed by Dex Media’s Governing Documents after the Transaction (See page 217)

The rights of Dex One and SuperMedia stockholders will change as a result of the transaction. The legal rights of current Dex One and SuperMedia stockholders will, following completion of the transaction, be

governed by the Dex Media certificate of incorporation and the Dex Media bylaws. This document contains a description of the material differences in stockholder rights. See “Comparison of Rights of Dex One and SuperMedia Stockholders.”

No Appraisal Rights (See page 117)

Under Delaware law, neither holders of Dex One common stock nor holders of SuperMedia common stock are entitled to appraisal rights in connection with the transaction, whether consummated out of court or through Chapter 11 cases.

Comparative Market Prices and Share Information (See page 230)

Dex One common stock is quoted on the New York Stock Exchange under the symbol “DEXO.” SuperMedia common stock is quoted on NASDAQ under the symbol “SPMD.” The following table shows the closing sale prices of Dex One common stock and SuperMedia common stock as reported on the NYSE or NASDAQ, respectively, on August 20, 2012, the last trading day before we announced the transaction, and on February 6, 2013, the last practicable trading day before the distribution of this document. This table also shows the implied value of the transaction consideration proposed for each share of Dex One common stock and SuperMedia common stock.

The market price of Dex One common stock and SuperMedia common stock will fluctuate prior to the special meetings and before the transaction is completed. You should obtain current market quotations for the shares.

Tax Sharing Agreement (See page 145)

Concurrently with the completion of the transaction, (1) Dex One Service LLC and SuperMedia and its subsidiaries will enter into a Tax Sharing Agreement (the “SuperMedia Tax Sharing Agreement”) that will govern the respective rights, responsibilities and obligations of SuperMedia and its subsidiaries after the transaction with respect to tax liabilities and benefits, tax attributes, tax contests and other tax matters regarding income taxes, other taxes and related tax returns and (2) Dex One and its subsidiaries will enter into an amended and restated tax sharing agreement (the “Dex A&R Tax Sharing Agreement”) to reflect items and provisions reflected in the SuperMedia Tax Sharing Agreement.

Shared Services Agreement (See page 146)

Concurrently with the completion of the transaction, Dex One and its subsidiaries and SuperMedia and its subsidiaries will enter into an Amended and Restated Shared Services Agreement (the “Shared Services Agreement”). Pursuant to the terms of the Shared Services Agreement, Dex One Service LLC, a wholly owned subsidiary of Dex One, and SuperMedia LLC, a wholly-owned subsidiary of SuperMedia, will provide certain specified services or pay for certain services provided by other entities, to Dex Media and all of its direct and indirect subsidiaries. Dex One Service LLC will allocate costs between the Dex One entities and the SuperMedia entities based on the relative proportions of prior year net revenues. It is expected that once the integration of SuperMedia and Dex One is complete, SuperMedia LLC will no longer be a provider of services to Dex Media and its subsidiaries.

Description of Certain Indebtedness (See page 202)

Among the conditions that must be met prior to the consummation of the transaction out of court is the receipt of necessary consents of Dex One’s and SuperMedia’s senior secured creditors to the transaction and the execution of financing amendments by senior secured creditors holding 100% of the indebtedness under each of the three separate credit facilities of three of Dex One’s wholly owned subsidiaries as borrowers and by senior secured creditors holding 100% of the indebtedness under SuperMedia’s credit facility. If the transaction is consummated under the prepackaged plans through Chapter 11 cases, Dex One and SuperMedia must receive acceptances of at least 2/3 of their respective senior secured creditors in amount and a majority in number of the senior secured creditors who actually vote to accept or reject the Dex One prepackaged plan or the SuperMedia prepackaged plan, respectively.

Term sheets setting forth the terms of the proposed financing amendments are attached to the merger agreement and the proposed amendments are attached to the prepackaged plans. Tables summarizing certain key terms of the proposed financing amendments follow (reference to the actual credit agreement should be made for actual terms and computations of the calculations set forth below):

DME Credit Facility

DMW Credit Facility

RHDI Credit Facility

SuperMedia Credit Facility

The Prepackaged Plans

The prepackaged plans are an alternative means by which to consummate the transaction, including the financing amendments, through Chapter 11 cases. In the event that Dex One is unable to obtain unanimous lender approval or the approval of a majority of its stockholders to consummate the transaction outside of court, but Dex One receives acceptances of the Dex One prepackaged plan from a majority (counting only those voting on the prepackaged plan) of its senior secured creditors, including the holders of at least 2/3 of the aggregate principal amount (counting only those voting on the prepackaged plan) of each of its senior secured credit facilities, Dex One may seek confirmation of the Dex One prepackaged plan in Chapter 11 cases. In the event that SuperMedia is unable to obtain unanimous lender approval or the approval of a majority of its stockholders to consummate the transaction outside of court, but SuperMedia receives acceptances of the SuperMedia prepackaged plan from a majority of its senior secured creditors, including the holders of at least 2/3 of the aggregate principal amount of its senior secured credit facility, that vote on the prepackaged plan to allow the SuperMedia prepackaged plan to be confirmed under the Bankruptcy Code, SuperMedia may seek confirmation of the SuperMedia prepackaged plan in Chapter 11 cases.

Dex One stockholder acceptance of the Dex One prepackaged plan requires that holders of at least 2/3 in amount of the Dex One common stock held by all Dex One stockholders that vote on the Dex One prepackaged plan vote to accept such plan. SuperMedia stockholder acceptance of the SuperMedia prepackaged plan requires that holders of at least 2/3 in amount of the SuperMedia common stock held by all SuperMedia stockholders that vote on the SuperMedia prepackaged plan vote to accept such plan. Under the “cram down” provisions of the Bankruptcy Code, however, a plan may be confirmed even if stockholders do not vote to accept the plan if the Bankruptcy Court finds that the plan otherwise satisfies the statutory requirements and does not discriminate unfairly and is fair and equitable regarding each class of claims and interests that is impaired under, and has not accepted, the plan. Accordingly, if Dex One senior secured lenders vote to accept the Dex One prepackaged plan but Dex One stockholders do not vote to accept such plan, Dex One may still seek to confirm the plan under the “cram down” provisions of the Bankruptcy Code. SuperMedia may seek to do the same regarding the SuperMedia prepackaged plan if SuperMedia senior secured lenders vote to accept such plan but SuperMedia stockholders do not vote to accept the plan.

Whether or not Dex One stockholders and SuperMedia stockholders, as applicable, vote to accept the Dex One prepackaged plan and SuperMedia prepackaged plan, respectively, such stockholders will receive the same number of shares of Dex Media common stock if the merger is consummated. Dex One stockholders that do not vote to accept the Dex One prepackaged plan will not be “releasing parties” under such plan and, thus, will not release certain claims under the plan. Similarly, SuperMedia stockholders that do not vote to accept the SuperMedia prepackaged plan will not be “releasing parties” under such plan and, thus, will not release certain claims under the plan. The releases are described more fully in “The Prepackaged Plans—The Dex One Prepackaged Plan—Release, Injunction and Related Provisions—Releases by Holders of Claims and Interests” and “The Prepackaged Plans—The SuperMedia Prepackaged Plan—Release, Injunction and Related Provisions—Releases by Holders of Claims and Interests.”

Neither Dex One nor SuperMedia has at this time taken any action approving a bankruptcy filing, and, if the transaction is consummated outside of court, neither Dex One nor SuperMedia will commence bankruptcy cases to consummate their respective prepackaged plans.

Reasons for Dex One and SuperMedia to File for Chapter 11 (See page 158)

As more fully discussed in this document, the amendment and restatement of Dex One’s senior secured financing facilities, among other things, will extend the maturity of Dex One’s senior secured debt until the end of 2016 and will otherwise improve Dex One’s ability to pay down its indebtedness. The amendment and

restatement of SuperMedia’s senior secured financing facility will extend the maturity of SuperMedia’s senior secured debt until the end of 2016 and will otherwise improve SuperMedia’s ability to pay down its indebtedness. Consummation of the transaction will improve Dex Media’s operating scale and is expected to generate between $150 million to $175 million of annual run rate cost synergies by 2015. Additionally, Dex One and SuperMedia expect Dex One’s current and future tax attributes, estimated at approximately $1.8 billion, to be applied against Dex Media’s taxable income over time. Dex One and SuperMedia anticipate that consummation of the transaction will enable Dex Media to increase sales of profitable products and services and phase out unprofitable products and services. If Dex One and SuperMedia are unable to obtain the stockholder and senior secured lender consents necessary to consummate the transaction out of court, Dex One and SuperMedia may seek instead to consummate the transaction, including the necessary financing amendments, through separate Chapter 11 cases using the prepackaged plans, if necessary.

Dex One Liquidation Analysis (See page 164)

In order for the Dex One prepackaged plan to be confirmed under the Bankruptcy Code, it must satisfy the “best interests of the creditors” test. With respect to each class of Claims and Interests that would be impaired under the Dex One prepackaged plan, this test requires that each holder of such a Claim or Interest either (1) accept the Dex One prepackaged plan or (2) receive or retain under the Dex One prepackaged plan property of a value, as of the effective date of the prepackaged plan, that is not less than the value such holder would receive if Dex One were liquidated under Chapter 7 of the Bankruptcy Code. After considering the effects that a Chapter 7 liquidation would have on the ultimate proceeds available for distribution to holders of each Class of Claims and Interests, including (1) Dex One’s primary assets are publishing contracts that would have a substantially reduced value in a Chapter 7 liquidation; (2) the increased costs and expenses of a liquidation under Chapter 7 arising from fees payable to a trustee in bankruptcy and professional advisers to such trustee; (3) the additional costs and expenses generated by conversion of any Chapter 11 case to a Chapter 7 case; and (4) the erosion in value of assets in a Chapter 7 case in the context of the expeditious liquidation required under Chapter 7 and the “forced sale” atmosphere that would prevail, Dex One has determined that confirmation of the Dex One prepackaged plan would provide each holder of an allowed claim or Interest with a recovery that is not less than such holder would receive pursuant to the liquidation of Dex One under Chapter 7. As more fully discussed in the Dex One prepackaged plan, Class 5 (DME Credit Facility Claims), Class 6 (DMW Credit Facility Claims), Class 7 (RHDI Credit Facility Claims) and Class 9 (Dex One Interests) are impaired and, thus, entitled to vote to accept or reject the Dex One prepackaged plan. Class 1 (Secured Tax Claims), Class 2 (Other Secured Claims), Class 3 (Other Priority Claims), Class 4 (Senior Subordinated Notes Claims), Class 8 (General Unsecured Claims), and Class 10 (Intercompany Interests) are unimpaired and, thus, presumed to accept the Dex One prepackaged plan. Class 11 (Section 510(b) Claims) is impaired and deemed to reject the Dex One prepackaged plan.

Dex One, with the assistance of Houlihan Lokey, has prepared a liquidation analysis, attached hereto as Appendix H (the “Dex One liquidation analysis”) to assist you in evaluating the Dex One prepackaged plan. The Dex One liquidation analysis compares the projected creditor recoveries that would result from the liquidation of Dex One in a hypothetical case under Chapter 7 of the Bankruptcy Code with the estimated distributions to holders of allowed claims and Interests under the Dex One prepackaged plan.

Underlying the Dex One liquidation analysis are a number of estimates and assumptions that, although developed and considered reasonable by Dex One’s management, are inherently subject to significant economic and competitive uncertainties and contingencies beyond the control of Dex One and the Dex One management. The Dex One liquidation analysis is also based on assumptions with regard to liquidation decisions that are subject to change and significant economic and competitive uncertainties and contingencies beyond the control of Dex One and the Dex One management. Inevitably, some assumptions will not materialize and unanticipated events and circumstances may affect the results of a liquidation of Dex One. Accordingly, the value reflected

might not be realized if Dex One were, in fact, to be liquidated. Other underlying assumptions include valuations of Dex One’s assets and liabilities as of a certain date and the incorporation of a hypothetical conversion to a Chapter 7 liquidation as of a certain date. Further, each analysis is subject to potentially material changes, including with respect to economic and business conditions and legal rulings. You are urged to examine carefully all of the assumptions on which the Dex One liquidation analysis are based in connection with this solicitation.

SuperMedia Liquidation Analysis (See page 185)

In order for the SuperMedia prepackaged plan to be confirmed under the Bankruptcy Code, it must satisfy the “best interests of the creditors” test. With respect to each class of Claims and Interests that would be impaired under the SuperMedia prepackaged plan, this test requires that each holder of such a Claim or Interest either (1) accept the SuperMedia prepackaged plan or (2) receive or retain under the SuperMedia prepackaged plan property of a value, as of the effective date of the SuperMedia prepackaged plan, that is not less than the value such holder would receive if SuperMedia were liquidated under Chapter 7 of the Bankruptcy Code. After considering the effects that a Chapter 7 liquidation would have on the ultimate proceeds available for distribution to holders of each Class of Claims and Interests, including (1) SuperMedia’s primary assets are publishing contracts that would have a substantially reduced value in a Chapter 7 liquidation; (2) the increased costs and expenses of a liquidation under Chapter 7 arising from fees payable to a trustee in bankruptcy and professional advisers to such trustee; (3) the additional costs and expenses generated by conversion of any Chapter 11 case to a Chapter 7 case; and (4) the erosion in value of assets in a Chapter 7 case in the context of the expeditious liquidation required under Chapter 7 and the “forced sale” atmosphere that would prevail, SuperMedia has determined that confirmation of the SuperMedia prepackaged plan would provide each holder of an allowed claim or Interest with a recovery that is not less than such holder would receive pursuant to the liquidation of SuperMedia under Chapter 7. As more fully discussed in the SuperMedia prepackaged plan, Class 5 (SuperMedia Credit Facility Claims) and Class 9 (SuperMedia Interests) are impaired and, thus, entitled to vote to accept or reject the SuperMedia prepackaged plan. Class 1 (Secured Tax Claims), Class 2 (Other Secured Claims), Class 3 (Other Priority Claims), Class 8 (General Unsecured Claims), and Class 10 (Intercompany Interests) are unimpaired and, thus, presumed to accept the SuperMedia prepackaged plan. Class 11 (Section 510(b) Claims) is impaired and deemed to reject the SuperMedia prepackaged plan.

SuperMedia, with the assistance of Chilmark Partners (“Chilmark”), has prepared a liquidation analysis, attached hereto as Appendix I (the “SuperMedia liquidation analysis”), to assist holders of Claims and Interests in evaluating the SuperMedia prepackaged plan. The SuperMedia liquidation analysis compares the projected creditor recoveries that would result from the liquidation of SuperMedia in a hypothetical case under Chapter 7 of the Bankruptcy Code with the estimated distributions to holders of Allowed Claims and Interests under the SuperMedia prepackaged plan.

Underlying the SuperMedia liquidation analysis are a number of estimates and assumptions, although developed and considered reasonable by SuperMedia management, that are inherently subject to significant economic and competitive uncertainties and contingencies beyond the control of SuperMedia and the SuperMedia management. The SuperMedia liquidation analysis is also based on assumptions with regard to liquidation decisions that are subject to change and significant economic and competitive uncertainties and contingencies beyond the control of SuperMedia and the SuperMedia management. Inevitably, some assumptions will not materialize and unanticipated events and circumstances may affect the results of a liquidation of SuperMedia. Accordingly, the value reflected might not be realized if SuperMedia were, in fact, to be liquidated. Other underlying assumptions include valuations of SuperMedia’s assets and liabilities as of a specified date and the incorporation of a hypothetical conversion to a Chapter 7 liquidation as of a specified date. Further, each analysis is subject to potentially material changes, including with respect to economic and business conditions and legal rulings. You are urged to examine carefully all of the assumptions on which the SuperMedia liquidation analysis is based in connection with this solicitation.

Valuation Analysis

The Dex One prepackaged plan and the SuperMedia prepackaged plan provide for the distribution of Dex Media common stock to the stockholders of Dex One and SuperMedia upon consummation of the transactions contemplated by the prepackaged plans, including consummation of the transactions contemplated by the merger agreement. Accordingly, Houlihan Lokey, in consultation with Dex One and SuperMedia, has performed an analysis of the estimated implied value of Dex Media on a going-concern basis as of December 31, 2012 (the “Valuation Analysis”). You should consider the Valuation Analysis, which is summarized in Appendix J, including the procedures followed, assumptions made, qualifications and limitations on review undertaken described therein, in conjunction with the section titled “Risk Factors” in this document. The Valuation Analysis is dated December 5, 2012 and is based on data and information as of that date. Houlihan Lokey makes no representations as to changes to such data and information that may have occurred since December 5, 2012.

The Valuation Analysis is presented solely for the purpose of providing “adequate information” under Section 1125 of the Bankruptcy Code to enable shareholders entitled to vote to accept or reject the prepackaged plans to make an informed judgment about the plans and should not be used or relied upon for any other purpose, including the purchase or sale of securities of, or claims or equity interests in Dex Media, Dex One or SuperMedia.

Overview of Dex One Prepackaged Plan Structure (See page 158)

The Dex One prepackaged plan effects the transaction and the financing amendments. Additionally, the Dex One prepackaged plan provides for the discharge of Claims and Interests, primarily, through the: (a) issuance of shares of Dex Media common stock; (b) reinstatement of specified Claims and Interests; (c) entry into the financing amendments; and (d) payment of cash.

In accordance with Section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Professional Claims, and Priority Tax Claims, each as defined in the Dex One prepackaged plan, have not been classified under the Dex One prepackaged plan. The estimated recoveries for such unclassified Claims are set forth below:

The table below summarizes the classification, treatment, voting rights, and estimated recoveries, estimated as of September 30, 2012, of the remaining Claims and Interests under the Dex One prepackaged plan. The projected liquidation recoveries are based on assumptions described in this document, and the recoveries received by holders of Claims and Interests in a liquidation scenario may differ materially from the projected liquidation recoveries listed below.

Overview of SuperMedia Prepackaged Plan Structure (See page 180)

The SuperMedia prepackaged plan effects the transaction and the financing amendments. Additionally, the SuperMedia prepackaged plan provides for the discharge of Claims and Interests, primarily, through the: (a) issuance of shares of Dex Media common stock; (b) reinstatement of specified Claims and Interests; (c) entry into the financing amendments; and (d) payment of cash.

In accordance with Section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, Professional Claims, and Priority Tax Claims, each as defined in the SuperMedia prepackaged plan, have not been classified under the SuperMedia prepackaged plan. The estimated recoveries for such unclassified Claims are set forth below:

The table below summarizes the classification, treatment, voting rights, and estimated recoveries, estimated as of September 30, 2012, of the remaining Claims and Interests under the SuperMedia prepackaged plan. The classes in the SuperMedia prepackaged plan have been numbered in a manner consistent with the Dex One prepackaged plan for convenience and ease of reading. There is no class 4, 6 or 7 under the SuperMedia plan. The projected liquidation recoveries are based on assumptions described in this document, and the recoveries received by holders of Claims and Interests in a liquidation scenario may differ materially from the projected liquidation recoveries listed below.

Releases under the Prepackaged Plans

Each of the Dex One prepackaged plan and the SuperMedia prepackaged plan contain broad releases of claims against Dex One and its subsidiaries, senior secured lenders, the administrative agents under the Dex One Credit Facilities and affiliates, and SuperMedia and its subsidiaries, senior secured lenders, the administrative agents under the SuperMedia credit facility and affiliates. These releases also cover claims against directors and officers. Please read these releases before voting on the applicable prepackaged plan.

Voting Procedures

The solicitation package (except the proxy and ballots) may also be obtained from Epiq by: (1) calling the Dex One and SuperMedia restructuring hotline at (866) 734-9393 within the U.S. or Canada or, outside of the U.S. or Canada, by calling (646) 282-2500, and/or (2) writing to Dex One Corporation, c/o Investor Relations, 1001 Winstead Drive, Cary, North Carolina 27513 or SuperMedia Inc., c/o Investor Relations, 2200 West Airfield Drive, P.O. Box 619810, D/FW Airport, Texas 75261. If the Chapter 11 alternative is pursued, you may also obtain copies of any pleadings filed in the Dex One’s or SuperMedia’s Chapter 11 cases for free by visiting the Dex One’s or SuperMedia’s restructuring website, when available, or for a fee via PACER at http://www.deb.uscourts.gov.

January 25, 2013, the record date, which is also the record date for the special meetings as described earlier in this document, will be the date for determining which holders of Claims and Interests are entitled to vote to accept or reject the prepackaged plans and receive the solicitation package in accordance with the solicitation procedures. Except as otherwise set forth herein, this voting record date and all of Dex One’s and SuperMedia’s solicitation and voting procedures shall apply to all of Dex One’s and SuperMedia’s creditors and other parties in interest.

In order for the holder of a Claim or Interest to have its ballot counted as a vote to accept or reject the Dex One prepackaged plan or the SuperMedia prepackaged plan, such holder’s ballot must be properly completed, executed, and delivered by using the return envelope provided by: (a) first class mail; (b) courier; or (c) personal delivery, so that such holder’s ballot or the master ballot incorporating the vote cast by such ballot, as applicable, is actually received by Epiq by the voting deadline.

Confirmation of the Prepackaged Plans (See pages 165 and 185)

The Bankruptcy Court, after notice, may hold a hearing to approve, or “confirm”, the Dex One prepackaged plan under Section 1128(a) of the Bankruptcy Code. Similarly, the Bankruptcy Court, after notice, may hold a hearing to confirm the SuperMedia prepackaged plan under Section 1128(a) of the Bankruptcy Code. Section 1128(b) of the Bankruptcy Code provides that any party in interest may object to confirmation. Dex One and SuperMedia have not filed for Chapter 11 bankruptcy. If Dex One and SuperMedia file for Chapter 11 bankruptcy, upon doing so, each will request for the Bankruptcy Court to set a date or dates for the Bankruptcy Court to hold a hearing or hearings to approve each of the Dex One prepackaged plan and the SuperMedia prepackaged plan. Also, the deadline for parties in interest to object to the plans will be set at such time. All such objections must be filed with the Bankruptcy Court and served on Dex One or SuperMedia, as applicable, and certain other parties in interest in accordance with the applicable orders of the Bankruptcy Court so that they are received on or before the deadline to file such objections.

Support Agreements

Dex One (See page 178)

On December 5, 2012, Dex One entered into the Dex One support agreement with certain of its senior secured lenders. Additional consenting lenders may join the Dex One support agreement in the future.

Under the Dex One support agreement, Dex One agrees to take reasonable and appropriate action consistent with its obligations under the merger agreement and the Dex One support agreement in furtherance of the transaction and, if applicable, confirmation and consummation of the Dex One prepackaged plan, (1) to obtain signature pages to the Dex One proposed financing amendments, (2) to provide a disclosure statement (the “Dex One lender disclosure statement”) to the lenders under the Dex One credit facilities and solicit their votes to accept the Dex One prepackaged plan, and (3) if Dex One elects to effectuate the transaction through Chapter 11 cases, to file voluntary petitions under Chapter 11 and seek approval of certain relief from the Bankruptcy Court and confirmation of the Dex One prepackaged plan.

The lender parties to the Dex One support agreement agree to (1) support and take any reasonable action in furtherance of the Dex One proposed financing amendments and the effectiveness of the Dex One support agreement, (2) timely vote their claims to accept the Dex One prepackaged plan and not change or withdraw such vote unless such plan is modified in a manner materially inconsistent with the Dex One support agreement or materially adverse to the rights of the consenting lenders under the Dex One support agreement, and (3) in the event Dex One elects to effectuate the transaction through a Chapter 11 process, (a) support approval of the Dex One lender disclosure statement and confirmation of the Dex One prepackaged plan, (b) support certain relief to be requested by Dex One from the Bankruptcy Court, (c) refrain from taking any action inconsistent with the confirmation or consummation of the Dex One prepackaged plan, and (d) not propose, support, solicit or participate in the formulation of any plan other than the Dex One prepackaged plan.

The Dex One support agreement shall terminate automatically upon certain events, including, without limitation, the following:

The Dex One support agreement also shall terminate ten business days after (1) either Dex One or lender parties to the Dex One support agreement holding at least 2/3 of the aggregate outstanding principal amount of each of the Dex One credit facilities held by all lender parties to the Dex One support agreement give written notice of a material breach of the Dex One support agreement and such breach is not cured or waived, or (2) Dex One and the administrative agents for the Dex One credit facilities (the “Dex One agents”) have received executed signature pages to the Dex One support agreement from lenders (a) holding no less than 2/3 of the

outstanding principal amount of the loans under each of the Dex One credit facilities and (b) representing a majority of all lenders under each of the Dex One credit facilities (the “Dex One bankruptcy threshold”), and notice is subsequently given by either the Dex One agents or Dex One that the Dex One bankruptcy threshold is no longer satisfied, unless the threshold is again satisfied by the end of the ten business day cure period.

In addition, the Dex One support agreement shall terminate ten business days after the occurrence of any of the following specified events, if such event has not been cured by Dex One or waived by the Dex One agents and by lender parties to the Dex One support agreement holding at least 2/3 of the aggregate outstanding principal amount of each of the Dex One credit facilities held by all lender parties to the Dex One support agreement:

Upon the termination date of the Dex One support agreement, all ballots to accept the Dex One prepackaged plan and signature pages to the Dex One proposed financing amendments will be withdrawn and deemed null and void for all purposes, unless a consenting lender provides notice within five business days that such consenting lender’s vote shall continue to be effective. See “Risk Factors—Risk Factors Relating to the Merger—The support of certain secured creditors of Dex One and SuperMedia for the necessary amendments to the applicable credit facilities is subject to the terms of support agreements between Dex One and certain of its secured creditors and SuperMedia and certain of its secured creditors, which are subject to termination.”

Lenders holding more than half in number and at least 2/3 in amount of (but not all) claims under each of the Dex One credit facilities have become consenting lenders. As a result, the number and amount of Dex One credit facilities claims held by lenders contractually obligated to support the Dex One prepackaged plan exceed the thresholds required for approval of such prepackaged plan by each class of Dex One credit facilities claims under applicable bankruptcy law.

Under the Dex One support agreement, certain waivers and amendments to each of the Dex One credit facilities became effective upon execution of the Dex One support agreement by a majority of lenders under the applicable Dex One credit facility, including the waiver of any default or event of default resulting from (i) the failure to deliver an audit for the fiscal year ended December 31, 2012 without a “going concern” or like qualification, and (ii) actions taken, contemplated by, or consistent with the Dex One support agreement or otherwise for the purpose of effecting the transaction through the commencement of the Chapter 11 cases.

SuperMedia (See page 199)

On December 5, 2012, SuperMedia entered into the SuperMedia support agreement with certain of its senior secured lenders. Additional consenting lenders may join the SuperMedia support agreement in the future.

Under the SuperMedia support agreement, SuperMedia agrees to take reasonable and appropriate action consistent with its obligations under the merger agreement and the SuperMedia support agreement in furtherance of the transaction, (1) to obtain signature pages to the SuperMedia proposed financing amendment, (2) to provide a disclosure statement to the lenders (the “SuperMedia lender disclosure statement”) under the SuperMedia credit agreement and solicit their votes to accept the SuperMedia prepackaged plan, and (3) if SuperMedia elects to effectuate the transaction through Chapter 11 cases, to file voluntary petitions under Chapter 11 and seek approval of certain relief from the Bankruptcy Court and confirmation of the SuperMedia prepackaged plan.

The lender parties to the SuperMedia support agreement agree to (1) support and take any reasonable action in furtherance of the SuperMedia proposed financing amendment and the effectiveness of the SuperMedia support agreement, (2) timely vote their claims to accept the SuperMedia prepackaged plan and not change or withdraw such vote unless such plan is modified in a manner materially inconsistent with support agreement or materially adverse to the rights of the consenting lenders under the SuperMedia support agreement, and (3) in the event SuperMedia elects to effectuate the transaction through a Chapter 11 process, (a) support approval of the SuperMedia lender disclosure statement and confirmation of the SuperMedia prepackaged plan, (b) support certain relief to be requested by SuperMedia from the Bankruptcy Court, (c) refrain from taking any action inconsistent with the confirmation or consummation of the SuperMedia prepackaged plan and (d) not propose, support, solicit or participate in the formulation of any plan other than the SuperMedia prepackaged plan.

The SuperMedia support agreement shall terminate automatically upon certain events, including the following:

The SuperMedia support agreement also shall terminate ten business days after (1) either SuperMedia or lender parties to the SuperMedia support agreement holding at least 2/3 of the aggregate outstanding principal amount of loans held by all lender parties to the SuperMedia support agreement gives written notice of a material breach of the support agreement and such breach is not cured or waived, or (2) SuperMedia and the administrative agent for the SuperMedia credit facility (the “SuperMedia agent”) have received executed signature pages to the SuperMedia support agreement from lenders (a) holding no less than 2/3 of the outstanding principal amount of the loans under the SuperMedia credit facility and (b) representing a majority of all lenders under the SuperMedia credit facility (the “SuperMedia bankruptcy threshold”), and notice is subsequently given by either the SuperMedia agent or SuperMedia that the SuperMedia bankruptcy threshold is no longer satisfied, unless the threshold is again satisfied by the end of the ten business day cure period.

In addition, the SuperMedia support agreement shall terminate ten business days after the occurrence of any of the following specified events, if such event has not been cured by SuperMedia or waived by the SuperMedia agent and lender parties to the SuperMedia support agreement holding at least 2/3 of the aggregate outstanding principal amount of loans held by all lender parties to the SuperMedia support agreement.

Upon the termination date of the SuperMedia support agreement, all votes to accept the SuperMedia prepackaged plan and signature pages to the SuperMedia proposed financing amendment will be withdrawn and deemed null and void for all purposes, unless a consenting lender provides notice within five business days that such consenting lender’s vote shall continue to be effective. See “Risk Factors—Risk Factors Relating to the Merger—The support of certain secured creditors of Dex One and SuperMedia for the necessary amendments to the applicable credit facilities is subject to the terms of support agreements between Dex One and certain of its secured creditors and SuperMedia and certain of its secured creditors, which are subject to termination.”

Lenders holding more than half in number and at least 2/3 in amount of (but not all) claims under the SuperMedia credit facility have become consenting lenders. As a result, the number and amount of SuperMedia credit facility claims held by lenders contractually obligated to support the SuperMedia prepackaged plan exceed the thresholds required for approval of such prepackaged plan by the SuperMedia credit facility lenders under applicable bankruptcy law.

Under the SuperMedia support agreement, certain waivers and amendments to the SuperMedia credit facility became effective upon execution of the SuperMedia support agreement by a majority of lenders under the SuperMedia credit facility, including the waiver of any event of default resulting from (i) the failure to deliver an audit for the fiscal year ended December 31, 2012 without a “going concern” or like qualification, and (ii) actions taken, contemplated by, or consistent with the SuperMedia support agreement or otherwise for the purpose of effecting the transaction through the commencement of the Chapter 11 cases.

The Stockholder Meetings

The Dex One Special Meeting (See page 61)

The Dex One special meeting will be held at Dex One’s corporate headquarters, 1001 Winstead Drive, Cary, North Carolina 27513 on March 13, 2013 at 1:00 p.m., local time. At the Dex One special meeting, Dex One stockholders will be asked to consider and vote upon:

In addition, Dex One stockholders are also being asked to vote to accept the Dex One prepackaged plan.

The Dex One board of directors has fixed the close of business on January 25, 2013 as the record date for the Dex One special meeting and for determining stockholders eligible to vote on the various proposals. Only Dex One stockholders of record at that time are entitled to notice of the Dex One special meeting or any adjournment or postponement of the Dex One special meeting and to vote on the Dex One out of court proposal and the Dex One bankruptcy proposal. Approval of the Dex One out of court proposal requires the approval by the affirmative vote of a majority of all votes entitled to be cast by the holders of Dex One common stock. Approval of the Dex One bankruptcy proposal requires the approval by the affirmative vote of 2/3 of all votes actually cast by the holders of Dex One common stock.

Each share of Dex One common stock outstanding on the record date entitles the holder to one vote on each matter to be voted upon by stockholders at the special meeting. Approval and adoption of the merger agreement and the transactions it contemplates requires the affirmative vote of a majority of all the votes entitled to be cast by the holders of Dex One common stock. Because the affirmative vote of a majority of all the votes entitled to be cast by the holders of Dex One common stock is needed for us to proceed with the transaction, the failure to vote by proxy or in person will have the same effect as a vote against the transaction. Abstentions and broker non-votes also will have the same effect as a vote against the transaction. Approval of the Dex One prepackaged plan requires the affirmative vote of 2/3 of all votes cast by the holders of Dex One common stock. Abstentions and broker non-votes will have no effect on this vote to accept the Dex One prepackaged plan.

As of the record date, directors and executive officers of Dex One and their affiliates had the right to vote 1,277,449 shares of Dex One common stock, or approximately 2.5% of the outstanding Dex One common stock entitled to be voted at the Dex One special meeting.

The Dex One board of directors believes that the transaction is in the best interests of Dex One and its stockholders and has unanimously approved and adopted the merger agreement and the transactions it contemplates. For the factors considered by the Dex One board of directors in reaching its decision to approve the merger agreement and the transactions each agreement contemplates, see “Proposal 1: The Transaction — Dex One’s Reasons for the Transaction; Recommendation of the Dex One Board of Directors.” The Dex One board of directors unanimously recommends that the Dex One stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions it contemplates and vote to “ACCEPT” the Dex One prepackaged plan.

The SuperMedia Special Meeting (See page 65)

The SuperMedia special meeting will be held at SuperMedia’s corporate headquarters, 2200 West Airfield Drive, D/FW Airport, Texas 75261, on March 13, 2013 at 12:00 p.m., local time. At the SuperMedia special meeting, SuperMedia stockholders will be asked to consider and vote upon:

In addition, SuperMedia stockholders are being asked to vote to accept the SuperMedia prepackaged plan.

The SuperMedia board of directors has fixed the close of business on January 25, 2013 as the record date for the SuperMedia special meeting and for determining stockholders eligible to vote on the various proposals. Only SuperMedia stockholders of record at that time are entitled to notice of the SuperMedia special meeting or any adjournment or postponement of the SuperMedia special meeting and to vote on the SuperMedia out of court proposal and the SuperMedia bankruptcy proposal. Approval of the SuperMedia out of court proposal requires the approval by the affirmative vote of a majority of all votes entitled to be cast by the holders of SuperMedia common stock. Approval of the SuperMedia bankruptcy proposal requires the approval by the affirmative vote of 2/3 of all votes actually cast by the holders of SuperMedia common stock.

Each share of SuperMedia common stock outstanding on the record date entitles the holder to one vote on each matter to be voted upon by stockholders at the special meeting. Approval and adoption of the merger agreement and the transactions it contemplates requires the affirmative vote of a majority of all the votes entitled to be cast by the holders of SuperMedia common stock. Because the affirmative vote of a majority of all the votes entitled to be cast by the holders of SuperMedia common stock is needed for us to proceed with the transaction, the failure to vote by proxy or in person will have the same effect as a vote against the transaction. Abstentions and broker non-votes also will have the same effect as a vote against the transaction. Approval of the SuperMedia prepackaged plan requires the approval by the affirmative vote of 2/3 of all votes cast by the holders of SuperMedia common stock. Abstentions and broker non-votes will have no effect on this vote to accept the SuperMedia prepackaged plan.

As of the SuperMedia record date, directors and executive officers of SuperMedia and their affiliates had the right to vote 395,142 shares of SuperMedia common stock, or approximately 2.5% of the outstanding SuperMedia common stock entitled to vote at the SuperMedia special meeting. In addition, one of SuperMedia’s directors, John Slater, currently serves as a senior vice president at Paulson & Co. Inc., which beneficially owns 2,607,506 shares of SuperMedia common stock, or approximately 16.8% of the SuperMedia common stock entitled to vote at the SuperMedia special meeting.

The SuperMedia board of directors believes that the transaction is in the best interests of SuperMedia and its stockholders and, by a unanimous vote of all directors voting, has approved and adopted the merger agreement and the transactions it contemplates. For the factors considered by the SuperMedia board of directors in reaching its decision to approve the merger agreement and the transactions it contemplates, see “Proposal 1: The Transaction — SuperMedia’s Reasons for the Transaction; Recommendation of the SuperMedia Board of Directors.” The SuperMedia board of directors unanimously recommends that the SuperMedia stockholders vote “FOR” the proposal to approve and adopt the merger agreement and the transactions it contemplates and vote to “ACCEPT” the SuperMedia prepackaged plan.

The Companies

Dex One Corporation (See page 69)

Dex One Corporation, the successor to R.H. Donnelley Corporation, is a marketing solutions company that helps local business and consumers connect with each other. Dex One’s marketing consultants provide helpful service, advice and value to local business in order for them to thrive in an increasingly complex and fragmented marketing landscape. Dex One Corporation offers customers a broad portfolio of marketing solutions, from print yellow pages to digital services that leverage consumers’ increasing utilization of local, social and mobile tools. Dex One provides consumers with relevant and trusted information to satisfy their local shopping needs when and how they want. The principal executive offices of Dex One are located at 1001 Winstead Drive, Cary, North Carolina 27513, and its telephone number is (919) 297-1600. Dex One’s corporate internet website is located at www.DexOne.com.

Additional information about Dex One and its subsidiaries, including a full description of the condition and performance of Dex One’s business, is included in documents incorporated by reference in this document, including Dex One’s Annual Report on Form 10-K for the year ended December 31, 2011 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and September 30, 2012 and current reports on Form 8-K. See “Where You Can Find More Information.”

SuperMedia Inc. (See pages 69 and 231; Appendices M, N and O)

SuperMedia Inc. is one of the largest yellow pages directory publishers in the United States as measured by revenue. SuperMedia is the official publisher of Verizon, FairPoint and Frontier print directories in the markets in which these companies are the incumbent local telephone exchange carriers. SuperMedia uses the brand Verizon, FairPoint and Frontier on its print directories in these and other specified markets. SuperMedia also offers digital advertising solutions. SuperMedia places its clients’ business information into a portfolio of local media solutions, which includes the Superpages directories, Superpages.com, SuperMedia’s digital local search resource on both desktop and mobile devices, the Superpages.com network, a digital syndication network that places local business information across more than 250 websites, mobile sites and mobile applications, and the Superpages direct mailers. In addition, SuperMedia offers solutions for social media, digital content creation and management, reputation management and search engine optimization. The principal executive offices of SuperMedia are located at 2200 West Airfield Drive, D/FW Airport, Texas 75261, and its telephone number is (972) 453-7000. SuperMedia’s corporate internet website is located at www.SuperMedia.com.

Additional information about SuperMedia and its subsidiaries, including a full description of the condition and performance of SuperMedia’s business, is included in the section entitled “Additional Information About SuperMedia” and Appendices M-O, which contain SuperMedia’s consolidated financial statements and related notes at December 31, 2011 and December 31, 2010, for each of the three years in the period ended December 31, 2011, at September 30, 2012 and for the three and nine month periods ended September 30, 2012.

Dex Media, Inc. (See page 70)

Dex Media, Inc. (currently named Newdex, Inc.) is a Delaware corporation and currently a direct wholly owned subsidiary of Dex One. Newdex was organized on August 17, 2012, solely for the purpose of effecting the transaction. Pursuant to the merger agreement, Dex One will be merged with and into Newdex. Dex One currently has a subsidiary named Dex Media, Inc., which is the intermediate holding company of DME and DMW. Dex Media, Inc. will change its name to Dex Media Holdings, Inc. upon consummation of the transaction. As a result of the transactions contemplated by the merger agreement, Newdex will change its name to Dex Media, Inc. and will become a publicly traded corporation, and former SuperMedia and Dex One stockholders will own stock in Dex Media. Newdex has not carried on any activities other than in connection with the transaction. Newdex’s principal executive offices are located at 1001 Winstead Drive, Cary, North Carolina 27513, and its telephone number is (919) 297-1600.

After the consummation of the transaction, the location of Dex Media’s headquarters and principal executive offices will be 2200 West Airfield Drive, P.O. Box 61980, D/FW Airport, Texas 75261, and its telephone number will be (972) 453-7000.

Spruce Acquisition Sub, Inc. (See page 71)

Spruce Acquisition Sub, Inc. (“Merger Sub”) is a newly formed Delaware corporation and a direct wholly owned subsidiary of Newdex. Merger Sub was formed solely for the purpose of effecting the proposed merger with SuperMedia and has not carried on any activities other than in connection with the proposed transaction. Pursuant to the merger agreement, Merger Sub will merge with and into SuperMedia. Merger Sub’s address is 1001 Winstead Drive, Cary, North Carolina 27513, and its telephone number is (919) 297-1600.

SELECTED HISTORICAL FINANCIAL DATA OF DEX ONE

The following table presents selected historical financial data for Dex One (the “Successor Company”) as of and for the year ended December 31, 2011 and the eleven months ended December 31, 2010 and, because Dex One emerged from Chapter 11 on January 29, 2010, selected historical financial data for R.H. Donnelley Corporation (the “Predecessor Company”) as of and for the one month ended January 31, 2010 and for the years ended December 31, 2009, 2008 and 2007, which were derived from the Successor Company’s and Predecessor Company’s audited consolidated financial statements, respectively. The selected historical financial data as of and for the nine months ended September 30, 2012 and 2011 were derived from the Successor Company’s unaudited consolidated financial statements, which, in the opinion of Dex One’s management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results of the unaudited interim period. You should read this information in conjunction with Dex One’s consolidated financial statements and related notes included in Dex One’s Annual Report on Form 10-K for the year ended December 31, 2011 and Dex One’s Quarterly Report on Form 10-Q for the nine month period ended September 30, 2012 and Dex One’s current report on Form 8-K, which are incorporated by reference in this document and from which this information is derived. See “Where You Can Find More Information.”