Dex One and SuperMedia are considering bankruptcy as a means of pushing forward with their proposed merger, according to a filing made with the SEC.

Dex One (NYSE: DEXO) announced its quarterly earnings early Thursday, noting that ad sales fell 14 percent from a year earlier, and in that release noted the SEC filing.

Citing ongoing negotiations with “senior secured lenders,” DexOne said an appointed steering committee of the two companies had unable to reach an agreement. A merger and amendments to loan agreements requires “100% approval from the current lenders” to both firms, Dex One noted in the filing.

The merger had been expected to close Nov. 30. The closing could be extended until Dec. 31. If closing is not achived by those dates, either company can terminate the deal.

As the deal stands now, Dex One’s headquarters would be moved to Texas, where SuperMedia is based. The merger was announced in August.

“Thus far, the senior secured lenders, acting through the steering committee, have rejected the proposed amendments to the parties’ respective credit agreements,” Dex One said in the filing.

“Dex One and SuperMedia continue to negotiate with the steering committee in an attempt to reach agreement on amendments to the parties’ respective credit agreements that will secure the consents necessary to effect the Merger.

“In light of the current negotiations, however, Dex One recognizes that the parties may not be able to obtain sufficient approval from the senior secured lenders to any proposed amendments to the parties’ respective credit agreements.

“Therefore, possible alternatives to the current transaction structure to effect the Merger are under consideration, including a ‘prepackaged’ restructuring of the parties’ senior secured indebtedness through proceedings instituted under Chapter 11 of the Bankruptcy Code to implement possible amendments that may garner sufficient, though not unanimous, support from the parties’ respective lenders, while otherwise maintaining the basic economic terms of the Merger Agreement.

“However, there can be no assurance that Dex One and SuperMedia can effect a transaction through an alternative structure, that the necessary consents will be obtained, or that the Merger will be consummated.”

Merger Could Fail

Dex One also noted that the merger could fail.

“The parties may amend the Merger Agreement to extend this deadline, or may waive the deadline, but it is possible that no agreement to amend, and no decision to waive, will be reached or that any agreement to so amend would contain terms or conditions that are different from those in the Merger Agreement.”

Job Cuts

As part of the merger and the corporate move, Dex One, a provider of yellow pages and online marketing services based, could lay off some of its 300 Triangle workers.

In response to questions from WRAL News when the deal was announced a month ago, DexOne spokesperson Chris Hardman said job cuts and a possible move of the headquarters to Texas where SuperMedia is located were both possible.

The firms “are looking at workforce reductions in the 10-15 percent range across the company,” Hardman explained. “There are approximately 5,800 combined in the two companies today.”

Combined, the two firms generate some $3.1 billion in annual revenue. The deal is likely to lead to layoffs as the companies noted in the announcement that a merger will produce “significant synergies” – a term for cost savings.

In the announcement of the merger, the firms wrote, “The combined company estimates it will realize $150-$175 million of annual run rate cost synergies by 2015 due to scale efficiencies; rationalization of duplicative solutions, products and vendor relationships; headcount reductions; and adoption of the most cost effective management and operating practices and technology platforms and systems from Dex One and SuperMedia.”

Among those who will lose a job is Alfred Mockett, the CEO of Dex One. He will step down once the merger is complete. Peter McDonald, the CEO of SuperMedia, will be the top executive of the combined company, which will continue the Dex One name. Alan Schultz, the Dex One board chair, will direct the combined company of some 5,800 employees.

After the deal closes, Dex One shareholders will own some 60 percent of the venture.

Dex One and SuperMedia both filed for bankruptcy in 2009.

SuperMedia was spun out of Verizon in 2006.