Mr. Matt Proud reports

DYE & DURHAM ANNOUNCES CLOSING OF USD $905 MILLION REFINANCING TRANSACTIONS

Dye & Durham Corp., a wholly owned subsidiary of Dye & Durham Ltd., has closed its previously announced private offering of $555-million (U.S.) aggregate principal amount of its 8.625 per cent senior secured notes due 2029, its previously announced $350-million (U.S.) aggregate principal amount senior secured term loan B facility and its $105-million revolving credit facility.

"We believe the success of the refinancing transactions reflect investors' confidence in our business, performance, and leadership position within the global legal technology market," said Matt Proud, Chief Executive Officer of Dye & Durham. "We expect this refinancing will generate approximately CAD $20 million in annualized net interest cost savings, providing us with enhanced financial flexibility, a strengthened balance sheet, and positioning us well to execute on our strategic priorities in an effort to drive sustainable shareholder value."

After giving effect to the Refinancing Transaction, Dye & Durham's total net senior debt to Further Adjusted EBITDA1 for the last twelve months (LTM) ending December 31, 2023 will be 3.54 times. Dye & Durham's total net debt to Further Adjusted EBITDA for the last twelve months (LTM) ending December 31, 2023, which includes Dye & Durham's 3.75% convertible senior unsecured debentures due 2026 (the "2026 Debentures") and its 6.50% senior unsecured extendible convertible debentures due November 1, 2028, will be 4.78 times. The foregoing does not take into account the application of the proceeds of the Refinancing Transaction to acquire any of the 2026 Debentures, which Dye & Durham has expressed an intention to do.

Dye & Durham will place C$185 million of the proceeds from the Refinancing Transactions in an escrow account, which amount will be held until the earlier of (a) the repurchase by Dye & Durham of all of the outstanding 2026 Debentures, or (b) the maturity date of the 2026 Debentures.

The New Senior Secured Notes 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 bears 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 matures in 2031 and the New Revolving Facility matures 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 are guaranteed on a senior secured basis by Dye & Durham and by all wholly-owned subsidiaries of Dye & Durham that guarantee the Company's New Senior Secured Credit Facilities.

In connection with the Refinancing Transactions and concurrently with closing, the Company repaid all amounts outstanding under its Credit Agreement dated as of December 31, 2021, as amended (the "Existing Credit Agreement"). The Company intends to use the remaining net proceeds of the offering of the 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) repurchase some or all of the 2026 Debentures and (ii) finance working capital needs and for general corporate purposes. The refinancing of the Company's Existing Credit Agreement addresses the risk that the Existing Credit Agreement's 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 and pursuant to applicable prospectus exemptions. 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.

About Dye & Durham

Dye & Durham Limited provides premier practice management solutions empowering legal professionals every day, delivers vital data insights to support critical corporate transactions and enables the essential payments infrastructure trusted by government and financial institutions. Dye & Durham has operations in Canada, the United Kingdom, Ireland, Australia and South Africa.

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