Davis + Henderson Corporation Secures New Note Purchase Agreement, Amends Credit Facilities And Existing Note Purchase Agreements

TORONTO, July 5, 2012 /CNW/ - Davis + Henderson Corporation (TSX: DH) ("D+H") today announced that certain of its operating subsidiaries have amended their credit facilities with a syndicate of Canadian banks, amended their existing note purchase and private shelf agreements with U.S. institutional purchasers and entered into a new note purchase and private shelf agreement with a U.S. institutional purchaser.

"We're pleased to have initiated these changes as they provide us with additional stability and long-term support for our strategic growth plan," said Brian Kyle, Chief Financial Officer. "They also demonstrate the strong level of confidence our lenders have in our business strategy and prospects."

The changes include:

• Extending the maturity date of the amended credit facilities by one year to April 12, 2017 with no change in total committed credit availability of $355 million and favourable amendments to leverage covenants;
  
  
• Increasing the shelf facility of the existing note purchase agreement with Prudential Investment Management, Inc. by US$50 million and amending the existing note purchase agreements to reflect the revisions made to the credit facilities;
  
  
• Entering into a new note purchase agreement with New York Life Investment Management LLC, which will provide for the issuance of senior secured guaranteed notes up to an aggregate principal amount of US$75 million that rank equally in all material respects with the obligations under the credit facilities and existing notes.

In related news, D+H issued and sold notes with an aggregate principal amount of US$31.5 million under the new and amended note purchase agreements.  The proceeds were used to partially repay the amount previously drawn under the credit facilities in connection with the acquisition of Avista Solutions, Inc. and the strategic investment in Compushare, Inc.

A copy of the amending agreements to the credit facilities and the notes purchase agreements, as well as a copy of the new note purchase agreement, will be available on SEDAR at www.sedar.com.

D+H is a leading solutions provider to the North American financial services marketplace, providing innovative technology-based programs, products and business services tailored to our customers' needs. A deeply rooted tradition of developing and nurturing valued customer relationships and a broad set of integrated solutions position D+H for dynamic, ongoing growth in our chosen markets. In 2011, D+H rose to 41st on the FinTech 100, a ranking of the top technology providers to the global financial services industry.

Davis + Henderson Corporation is listed on the Toronto Stock Exchange under the symbol DH. Further information can be found in the disclosure documents filed by Davis + Henderson Corporation with the securities regulatory authorities, available at www.sedar.com.

Forward-Looking Information

This news release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements"). Statements concerning D+H's objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates, and the business, operations, financial performance and condition of D+H are forward-looking statements. The words "believe", "expect", "anticipate", "estimate", "intend", "may", "will", "would" and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to important assumptions, including the following specific assumptions: the ability of D+H to meet its revenue, EBITDA and Adjusted net income targets; general industry and economic conditions; changes in D+H's relationship with its customers and suppliers; pricing pressures and other competitive factors; the anticipated effect of acquisitions on the financial performance of D+H; and the expected benefits arising as a result of the acquisitions. D+H has also made certain macroeconomic and general industry assumptions in the preparation of such forward-looking statements. While D+H considers these factors and assumptions to be reasonable based on information currently available, there can be no assurance that actual results will be consistent with these forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the business, or developments in D+H's industry, to differ materially from the anticipated results, performance, achievements or developments expressed or implied by such forward-looking statements.

Risks related to forward-looking statements include, among other things, challenges presented by declines in the use of personal and business cheques; D+H's dependence on a limited number of large financial institution customers and dependence on their acceptance of new programs; strategic initiatives being undertaken to meet D+H's financial objective; stability and growth in the real estate, mortgage and lending markets; as well as general market conditions, including economic and interest rate dynamics. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The documents incorporated by reference herein also identify additional factors that could affect the operating results and performance of D+H. Forward-looking statements are based on management's current plans, estimates, projections, beliefs and opinions, and D+H does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs and opinions change except as required by applicable securities laws.

All of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, D+H.

Brian Kyle, Executive Vice President and Chief Financial Officer, Davis + Henderson Corporation, [phone], [email protected] or visit our website at www.dhltd.com