01/04/2024

Dye & Durham Announces Proposed USD $500 million Senior Secured Notes Offering

TORONTOApril 1, 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 commenced an offering (the “New Senior Secured Notes Offering“) of USD$500 million in aggregate principal amount of new senior secured notes (the “New Senior Secured Notes“). The New Senior Secured Notes Offering is part of the Company’s refinancing transactions in conjunction with its previously announced new senior secured Term Loan B facility and revolving credit facility (the “New Senior Secured Credit Facilities“), which commenced marketing on March 20, 2024.

The timing of pricing and terms of the New Senior Secured Notes are subject to market conditions and other factors. The Company intends to use the net proceeds of the New Senior Secured Notes Offering 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 the Company’s 3.75% convertible senior unsecured debentures due 2026, and (iii) finance working capital needs and for general corporate purposes.

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 indebtedness under the New Senior Secured Credit Facilities.

This press release is for informational purposes only. It is neither 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. Any offers of the New Senior Secured Notes will be made only by means of a private offering memorandum. The New Senior Secured Notes are being 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. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act. Additionally, in Canada, the New Senior Secured Notes Offering will be 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.

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, terms and closing of the New Senior Secured Credit Facilities and the New Senior Secured Notes Offering, including the timing of pricing and terms of the New Senior Secured Notes, the ability of the Company to successfully market the New Senior Secured Credit Facilities and the New Senior Secured Notes Offering, the guarantee of the New Senior Secured Notes by Dye & Durham and all of its wholly-owned subsidiaries, and expectations regarding the completion and the use of proceeds of the New Senior Secured Notes Offering and the New Senior Secured Credit Facilities.

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 Company is unable to successfully market the New Senior Secured Credit Facilities and the New Senior Secured Notes Offering, such that one or both of such financings 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

For further information: Huss Hirji, VP, Investor Relations, Dye & Durham Limited, Email: [email protected], Phone: 647-323-7193

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