Dye & Durham Announces Pricing of Refinancing Transactions

TORONTO, April 5, 2024 /CNW/ - Dye & Durham Limited ("Dye & Durham" or "Holdings") (TSX: DND) today announced that Dye & Durham Corporation (the "Company"), a wholly-owned subsidiary of Holdings, has priced and allocated USD $350 million aggregate principal amount of its senior secured Term Loan B Facility (the "New Term Loan Facility") and will enter into its CAD $105 million revolving credit facility (the "New Revolving Facility" and, together with the New Term Loan Facility, the "New Senior Secured Credit Facilities") and priced USD $555 million aggregate principal amount of its 8.625% senior secured notes due 2029 (the "New Senior Secured Notes" and together with the New Senior Secured Credit Facilities, the "Refinancing Transactions").

The New Senior Secured Notes will mature in 2029 and bear an interest rate of 8.625% per year (representing a spread to benchmark U.S. treasury notes of 431 basis points) payable semi-annually. The New Term Loan Facility will bear a floating interest rate equal to Secured Overnight Financing Rate ("SOFR") subject to a 1.00% floor plus an applicable margin of 4.25% plus a specified credit spread adjustment. The applicable margin will be reduced by 25 basis points upon achievement of a specified first lien net leverage ratio. The New Term Loan Facility will mature in 2031 and the New Revolving Facility will mature in 2029, in each case subject to a springing maturity 91 days inside the New Senior Secured Notes if the New Senior Secured Notes have not been repaid in full, extended, refinanced or replaced on or prior to such date. The New Senior Secured Notes will be guaranteed on a senior secured basis by Holdings and by all wholly-owned subsidiaries of Holdings that guarantee the Company's New Senior Secured Credit Facilities. The Refinancing Transactions are expected to close on April 11, 2024, subject to the satisfaction of customary closing conditions. 

The Company intends to use the net proceeds of the offering of New Senior Secured Notes together with the proceeds of the initial borrowings under the New Senior Secured Credit Facilities and cash on hand to (i) refinance the Company's existing credit facilities, (ii) repurchase some or all of Dye & Durham's 3.75% convertible senior unsecured debentures due 2026 (the "2026 Debentures") and (iii) finance working capital needs and for general corporate purposes. The refinancing of the Company's existing credit facilities addresses the risk that the existing credit facilities' maturity would have accelerated in the event that any of Dye & Durham's 2026 Debentures remained outstanding as of September 30, 2025.

The New Senior Secured Notes were offered only to persons reasonably believed to be qualified institutional buyers in a private placement offering exempt from registration in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The New Senior Secured Notes and related guarantees have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States without registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any other applicable state securities laws. Additionally, in Canada, an offering of New Senior Secured Notes was made pursuant to exemptions from the prospectus requirements of applicable Canadian securities laws and will be subject to resale restrictions pursuant to Canadian securities laws.

This press release does not constitute an offer to sell nor a solicitation of an offer to buy the New Senior Secured Notes or any other securities, nor shall there be any offer, solicitation, or sale of the New Senior Secured Notes or any other securities in any jurisdiction in which such an offering, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such jurisdiction. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Forward-looking Statements

This press release may contain forward-looking information within the meaning of applicable securities laws, which reflects Dye & Durham's current expectations regarding future events. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Specifically, forward-looking statements include, without limitation, statements regarding the Company's Refinancing Transactions, including the  timing of closing of the Refinancing Transactions, the guarantee of the New Senior Secured Notes and the collateral that will secure the Company's New Senior Secured Credit Facilities by Dye & Durham and certain of its wholly-owned subsidiaries, and expectations regarding the completion and the use of proceeds of the offering of the Refinancing Transactions.

Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Dye & Durham's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information, including, without limitation, the risk that the Refinancing Transactions do not close or are not as successful as they are intended to be, the use of proceeds therefrom and other factors discussed under "Risk Factors" in Dye & Durham's most recent annual information form. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although Dye & Durham has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to it or that it presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.

There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents Dye & Durham's expectations as of the date specified herein, and are subject to change after such date. However, Dye & Durham disclaims any intention or obligation or undertaking to update or revise any forward-looking information or to publicly announce the results of any revisions to any of those statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

SOURCE Dye & Durham Limited

Huss Hirji, VP, Investor Relations, Dye & Durham Limited, Email: [email protected], Phone: [phone]