Dye & Durham Announces a Recapitalization of its Credit Facilities and Provides a Corporate Update

October 11, 2021

Source: Newswire

TORONTO, Oct. 8, 2021 /CNW/ - Dye & Durham Limited ("Dye & Durham" or the "Company") (TSX: DND), a leading provider of cloud-based software and technology solutions designed to improve efficiency and increase productivity for legal and business professionals, announced today that it has entered into a new approximately $1.8 billion committed senior secured credit facility (the "New Facility").

The Company intends to use the proceeds from the New Facility to repay the amounts outstanding under its existing term loan facility, with the remaining amounts to be used, amongst other things, to finance its continued acquisition strategy.

"We believe the New Facility will give us additional capital flexibility, allowing us to continue to execute on our Build to a Billion strategy," said Matt Proud, CEO of Dye & Durham.

The New Facility is comprised of a (i) $1,520 million initial term loan ("Initial Term Loan"), (ii) $200 million delayed draw term loan ("DDTL"), and (iii) $75 million revolving credit facility ("Revolver"). The Initial Term Loan and DDTL have a maturity date of six years from closing and the Revolver has a maturity date of five years from closing. The DDTL can be drawn in portions to fund permitted acquisitions and is available for two years from closing. Borrowings under the New Facility will be secured by a first charge over substantially all of the Company's assets. The New Facility will contain customary representations and warranties, positive and negative covenants and events of default. The Initial Term Loan and DDTL will not have any financial covenants.

Ares Capital Management LLC acted as Administrative Agent and Lead Arranger with respect to the New Facility.

Canaccord Genuity Corp. acted as financial advisor and DLA Piper LLP acted as legal counsel to Dye & Durham for the transaction. Latham & Watkins LLP acted as legal counsel to the lenders for the transaction.

To further align the interest of the Chief Executive Officer with that of shareholders, the Company also announced today that its board of directors has authorized the grant of 6,851,100 stock options to its Chief Executive Officer. The options have a term of five years. 70% of the options vest based on share price performance metrics and 30% of the options vest based on certain specified corporate milestones. The Chief Executive Officer currently holds 2,336,793 options or, assuming conversion of such options, 3.29% of the outstanding common shares of the Company ("Common Shares"), calculated on a partially-diluted basis. After giving effect to the grant, the Chief Executive Officer is expected to hold 9,187,893 options or, assuming conversion of all such options, 11.80% of the Common Shares, calculated on a partially-diluted basis.

About Dye & Durham

Dye & Durham Limited is a leading provider of cloud-based software and technology solutions designed to improve efficiency and increase productivity for legal and business professionals. Dye & Durham provides critical information services and workflows, which clients use to manage their process, information and regulatory requirements. The Company has operations in Canada, the United Kingdom, Ireland and Australia and has a strong blue-chip customer base that includes law firms, financial service institutions, and government organizations.

Additional information can be found at www.dyedurham.com.

Forward-looking Statements

This press release may contain forward-looking information within the meaning of applicable securities laws, which reflects the Company's current expectations regarding future events, including with respect to the closing of the New Facility, the use of proceeds thereof and the impact thereof on the Company's business. 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. 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 the Company'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. Such risks and uncertainties include, but are not limited to, the factors discussed under "Risk Factors" in the Company's most recent annual information form. Dye & Durham does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

For further information: For further information, please contact: Ross Marshall, LodeRock Advisors Inc., ross.marshall@loderockadvisors.com, 416.526.1563