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