Dycom Announces Proposed Private Placement of $90.0 Million Senior Subordinated Notes

      Dycom Announces Proposed Private Placement of $90.0 Million Senior
                              Subordinated Notes

PR Newswire

PALM BEACH GARDENS, Fla., Nov. 27, 2012

PALM BEACH GARDENS, Fla., Nov. 27, 2012 /PRNewswire/ -- Dycom Industries, Inc.
(NYSE: DY) today announced that its wholly-owned subsidiary, Dycom
Investments, Inc., intends to commence an offering, subject to market and
other conditions, of $90.0 million in aggregate principal amount of 7.125%
senior subordinated notes due 2021 (the "Notes") to be offered and sold to
qualified institutional buyers in the United States pursuant to Rule144A and
outside the United States pursuant to Regulation S under the Securities Act of
1933, as amended. The Notes will be issued under the indenture dated January
21, 2011, pursuant to which the Dycom Investments, Inc. issued $187,500,000 of
7.125% senior subordinated notes due 2021, which we refer to as the existing
2021 notes. The Notes will be treated as a single series with the existing
2021 notes and will have the same terms as those of the existing 2021 notes,
except for certain provisions relating to registration rights. The Notes and
the existing 2021 notes will vote as one class under the indenture. The Notes
will bear interest at a rate of 7.125% per year and will be guaranteed by
Dycom Industries, Inc. and certain of its subsidiaries on an unsecured senior
subordinated basis.

Dycom Investments, Inc. intends to use the proceeds of this offering, after
the payment of discounts and expenses, to repay a portion of the planned
borrowings under a new senior secured credit facility that are expected to be
used, together with cash on hand, to fund the purchase price for the
acquisition of substantially all of Quanta Services, Inc.'s domestic
telecommunications infrastructure services subsidiaries.

The Notes have not been registered under the Securities Act of 1933, as
amended, or any state securities laws and may not be offered or sold in the
United States without registration or an applicable exemption from
registration requirements.

This press release is neither an offer to sell nor the solicitation of an
offer to purchase the Notes or any other securities and shall not constitute
an offer, solicitation or sale in any jurisdiction in which, or to any persons
to whom, such an offer, solicitation or sale is unlawful. Any offers of the
Notes will be made only by means of an offering memorandum. This press
release is being issued pursuant to and in accordance with Rule135c under the
Securities Act.

About Dycom
Dycom is a leading provider of specialty contracting services throughout the
United States. These services include engineering, construction, maintenance
and installation services to telecommunications providers, underground
facility locating services to various utilities including telecommunications
providers, and other construction and maintenance services to electric and gas
utilities and others.

Forward-Looking Statements
This press release contains forward-looking statements as contemplated by the
1995 Private Securities Litigation Reform Act. These statements are based on
management's current expectations, estimates and projections. Forward-looking
statements are subject to risks and uncertainties that may cause actual
results in the future to differ materially from the results projected or
implied in any forward-looking statements contained in this press release.
Such risks and uncertainties include but are not limited to: anticipated
outcomes of contingent events, including litigation; projections of revenues,
income or loss, or capital expenditures; whether the carrying value of our
assets are impaired; plans for future operations, growth and acquisitions,
dispositions, or financial needs; availability of financing; plans relating to
our services, including our contract backlog; restrictions imposed by our
credit agreement and indenture; the use of our cash flow to service our debt;
future economic conditions and trends in the industries we serve; assumptions
relating to any of foregoing, as well as other risks detailed in our filings
with the Securities and Exchange Commission. Dycom does not undertake to
update forward-looking statements.

SOURCE Dycom Industries, Inc.

Website: http://www.dycomind.com
Contact: Steven E. Nielsen, President and CEO, H. Andrew DeFerrari, Senior
Vice President and CFO, +1-561-627-7171
Press spacebar to pause and continue. Press esc to stop.