UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~Pursuant~~TO toSECTION ~~Section~~ 13 OR 15(dD) ofOF ~~the~~ THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~Report~~report (Date of earliest event reported): ~~April~~March 2820, ~~2005~~ 2007

CBD Media LLC

(Exact name of registrant as specified in its ~~chapter~~charter)

Delaware		333-107783		02-0553288
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Delaware

(State or other jurisdiction of incorporation)

333-107783

(Commission File Number)

02-0553288

(IRS Employer Identification No.)

312 Plum Street, Suite 900, Cincinnati, Ohio (Address of principal executive offices) 45202 (Zip Code)

~~Cincinnati, Ohio 45202~~ 513-397-6794

(~~Address~~Registrant's oftelephone ~~principal~~number, ~~executive~~including ~~offices)~~area ~~(Zip Code~~code)

~~Registrant’s~~Not ~~telephone number, including area code: (513) 397-6794~~ Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨□ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨□ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨□ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨□ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Section ~~1.01~~2 ~~Entry~~– ~~into~~Financial a Material Definitive Agreement * Information

OnItem ~~April 25, 2005, CBD Media LLC amended its Printing and Binding Agreement with Quebecor World Directory Sales Corporation (the “Amendment”)~~2. The Amendment extends CBD Media’s engagement of Quebecor for all of CBD Media’s printing services, including white pages and miscellaneous pre-press plating, presswork, binding and other services for each of CBD Media’s directories for all of its current and new yellow pages directory titles, through December 31, 2011. At that time, the contract may be extended by mutual agreement for up to two additional single-year terms. The original contract with Quebecor commenced on January 1, 1999 and was due to expire on December 31, 2007. The Amendment also provides certain pricing improvements for CBD Media which will be instituted in the 2005 manufacturing cycle and extended through the term of the Amendment. The parties believe the pricing improvements better reflect prevailing market pricing and more accurately capture the efficiencies of the pre-press and printing processes. 01

*Completion ~~The information in this Item 1.01~~ of ~~Form~~Acquisition ~~8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934~~ or ~~otherwise~~Disposition ~~subject to the liabilities~~ of ~~that section~~Assets. ~~Furthermore, the information in this Item 1.01 shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.~~

2On March 20, 2007, CBD Media LLC (“CBD Media”), a wholly owned subsidiary of CBD Media Holdings LLC (“CBD Media Holdings”), and Local Insight Media, LP (“Local Insight”) consummated the previously announced combination of their businesses (the “Combination”) pursuant to a Contribution Agreement (the “Agreement”), dated as of December 11, 2006, by and among Local Insight Media, LLC (“LIM, LLC,” the predecessor of Local Insight), CBD Investor, Inc. (“CBD Investor”), Cincinnati Bell Inc. Holdings (“CBIH”), the holders of equity securities of CBD Investor (the “CBD Investor Stockholders”), the holders of Class C Units of CBD Media Holdings (the “Class C Holders”), and the holders of equity securities of LIM, LLC.

~~SIGNATURES~~Prior to the Combination, CBD Investor, CBIH and the Class C Holders collectively owned 100% of the membership interests of CBD Media Holdings. In connection with the consummation of the transactions contemplated by the Agreement: (i) all the membership interests of CBD Media Holdings held by CBIH and the Class C Holders were contributed to CBD Media Holdings II LLC (“Holdings II”); (ii) LIM, LLC, directly or indirectly, received a contribution of (A) all the equity interests of CBD Investor from the CBD Investor Stockholders and (B) all the equity interests of Holdings II held by CBIH and the Class C Holders; (iii) LIM, LLC contributed all the equity interests of CBD Investor and Holdings II to Local Insight Media, Inc., a wholly owned subsidiary of LIM, LLC (“LIMI”); (iv) LIMI contributed all the equity interests of Holdings II to CBD Investor; (v) Holdings II merged with and into CBD Investor; and (vi) LIM, LLC converted from a limited liability company into a limited partnership. As a result of the Combination: (i) CBD Media Holdings became an indirect, wholly owned subsidiary of Local Insight and (ii) CBD Media remained a direct, wholly owned subsidiary of CBD Media Holdings.

~~Pursuant~~Prior to the ~~requirements~~Combination: (i) certain affiliates of Spectrum Equity Investors (“Spectrum”), through CBD Investor, owned membership interests that represented approximately 95% of the ~~Securities~~economic ~~Exchange~~interests ~~Act~~and 100% of ~~1934~~the voting power, ~~the~~respectively, ~~registrant~~of ~~has~~CBD ~~duly~~Media ~~caused~~Holdings ~~this~~and ~~report~~(ii) toWelsh, beCarson, ~~signed~~Anderson on& ~~its~~Stowe ~~behalf~~X, byL.P., WCAS Capital IV, L.P. and WCAS Management Corporation (collectively, “WCAS”) owned in excess of 99% of LIM, LLC. Following the ~~undersigned~~consummation ~~hereunto duly~~of ~~authorized~~the ~~this~~Combination, ~~28th~~WCAS ~~day~~owned approximately 71% of ~~April~~Local ~~2005~~Insight’s limited partnership interests and Spectrum owned approximately 27% of Local Insight’s limited partnership interests.

Immediately prior to the consummation of the Combination, a special dividend (the “Special Dividend”) in the aggregate amount of $82 million was paid to the CBD ~~MEDIA~~Investor ~~LLC~~Stockholders, ~~By:~~CBIH ~~/s/~~and ~~John~~the PClass C Holders. ~~Schwing~~The ~~Name:~~Special ~~John~~Dividend Pwas funded pursuant to a Bridge Loan Agreement (the “Bridge Loan Agreement”) dated as of March 20, 2007, by and among Holdings II, CBD Investor, LIM, LLC, the several lenders from time to time parties thereto, and Wachovia Investments Holdings, LLC as administrative agent. ~~Schwing~~Under ~~Title:~~the ~~Vice~~Bridge ~~President~~Loan Agreement, CBD Investor borrowed an aggregate of ~~Finance~~$91 million, which was used to fund the Special Dividend, to pay fees and ~~Administration~~expenses arising in connection with the transaction and ~~Chief~~for ~~Financial~~working ~~Officer~~capital purposes.

Section 5 – Corporate Governance and Management

Item 5.01

Changes in Control of Registrant.

The disclosure under Item 2.01 of this Current Report on Form 8-K is incorporated by reference herein. Prior to the Combination: (i) Spectrum, through CBD Investor, owned membership interests that

represented approximately 95% of the economic interests and 100% of the voting power, respectively, of CBD Media Holdings and (ii) WCAS collectively owned in excess of 99% of LIM, LLC. Following the consummation of the Combination, WCAS owned approximately 71% of Local Insight’s limited partnership interests and Spectrum owned approximately 27% of Local Insight’s limited partnership interests. As a result of the Combination: (i) CBD Media Holdings became an indirect, wholly owned subsidiary of Local Insight; (ii) CBD Media remained a direct, wholly owned subsidiary of CBD Media Holdings; and (iii) WCAS, by virtue of its control of Local Insight, acquired control of CBD Media Holdings and CBD Media.

Except as otherwise expressly provided in the Limited Partnership Agreement of Local Insight, Local Insight Media GP, LLC, the general partner of Local Insight (“LIM GP”), has the full, exclusive and complete discretion to manage and control the business and affairs of Local Insight. In turn, the Board of Directors of LIM GP (the “LIM GP Board”) has the full, exclusive and complete discretion to manage and control the business and affairs of LIM GP. The LIM GP Board currently consists of eight members. Pursuant to LIM GP’s Limited Liability Company Agreement, each member of LIM GP has agreed to vote his, her or its membership interests so that four directors designated by WCAS will be elected to the Board; two directors who are members of LIM GP’s management and are designated by WCAS are elected to the Board; and two directors designated by Spectrum will be elected to the Board. Notwithstanding the foregoing, in the event Spectrum transfers to a third party more than 50% but less than 75% of its LIM GP membership interests held on March 20, 2007, the number of directors that Spectrum has the right to designate shall be reduced to one.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

CBD Media’s board of directors (the “Board”) is composed of three members. Concurrently with the consummation of the Combination on March 20, 2007: (i) Brion B. Applegate and Benjamin M. Coughlin resigned as members of the Board and (ii) Scott A. Pomeroy and Linda A. Martin were elected to serve as members of the Board. Douglas A. Myers remains the third member of the Board.

Section 7 – Regulation FD

Item 7.01

Regulation FD Disclosure.

On March 21, 2007, CBD Media and Local Insight jointly issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

Section 9 — Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.	Description
2.1	Contribution Agreement dated as of December 11, 2006, by and among Local Insight Media, LLC, CBD Investor, Inc., Cincinnati Bell Inc. Holdings, the holders of equity securities of CBD Investor, Inc., the holders of Class C Units of CBD Media Holdings LLC, and the holders of equity securities of Local Insight Media, LLC.
99.1	Press release dated March 21, 2007.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant, CBD Media LLC, has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 26, 2007

CBD MEDIA LLC

By: /s/

DOUGLAS A. MYERS

Douglas A. Myers

President and Chief Executive Officer

EXHIBIT INDEX


Exhibit No.	Description
2.1	Contribution Agreement dated as of December 11, 2006, by and among Local Insight Media, LLC, CBD Investor, Inc., Cincinnati Bell Inc. Holdings, the holders of equity securities of CBD Investor, Inc., the holders of Class C Units of CBD Media Holdings LLC, and the holders of equity securities of Local Insight Media, LLC.
99.1	Press release dated March 21, 2007.

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