TORONTO, April 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