Dycom Announces Pricing of Senior Subordinated Notes Offering

        Dycom Announces Pricing of Senior Subordinated Notes Offering

PR Newswire

PALM BEACH GARDENS, Fla., Nov. 28, 2012

PALM BEACH GARDENS, Fla., Nov. 28, 2012 /PRNewswire/ --Dycom Industries, Inc.
(NYSE: DY) today announced that its wholly-owned subsidiary, Dycom
Investments, Inc., had priced its offering of $90million in aggregate
principal amount of 7.125% Senior Subordinated Notes due 2021 (the "Notes") in
an offering 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 issue price is 104.25% of the
principal amount of the Notes. The Notes will be issued under the indenture
dated January 21, 2011, pursuant to which 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 closing of the sale of the Notes, which is subject to customary
conditions, is expected to occur on December 12, 2012. 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.

The net proceeds from the offering, which are estimated to be approximately
$91.5million after expenses, will be used 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 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 buy 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. These
services, which are provided throughout the United States and in Canada,
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 business and economic conditions and
trends in the telecommunications industry affecting our customers, the
adequacy of our insurance and other reserves and allowances for doubtful
accounts, whether the carrying value of our assets may be impaired, the future
impact of any acquisitions or dispositions, including the consummation of such
acquisitions and dispositions, the anticipated outcome of other contingent
events, including litigation, liquidity and other financial needs, the
availability of financing, and the 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, or H. Andrew DeFerrari, Senior
Vice President and CFO, +1-561-627-7171
 
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