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Dycom Announces Cash Tender Offer For Dycom Investments' 8.125% Senior Subordinated Notes Due 2015

PALM BEACH GARDENS, Fla., Jan. 6, 2011 /PRNewswire/ -- Dycom Industries, Inc. (NYSE: DY) today announced that its wholly-owned subsidiary, Dycom Investments, Inc., has commenced a cash tender offer to purchase any and all of its $135.35 million in aggregate principal amount of outstanding 8.125% Senior Subordinated Notes due 2015 (CUSIP 267482 AC 1) (the "Notes").  In conjunction with the tender offer, Dycom Investments is soliciting consents from holders of the Notes to effect certain proposed amendments to the indenture governing the Notes.  The tender offer and consent solicitation are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement (the "Offer to Purchase") and a related Letter of Transmittal, each dated January 6, 2011.  Holders that tender their Notes in the tender offer will be deemed to have consented to the proposed amendments to the indenture governing the Notes.

The tender offer and consent solicitation are subject to the satisfaction or waiver of certain conditions, as described in the Offer to Purchase, including the condition that Dycom Investments shall have received net proceeds from one or more financings sufficient to repurchase all of the Notes tendered, including the payment of all premiums, if any, consent payments, accrued interest and fees, costs and expenses incurred in connection with the tender offer and consent solicitation, as described in more detail in the Offer to Purchase.

Dycom Investments is offering to purchase the Notes for a total consideration of $1,043.13 for each $1,000 in principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the tender offer, plus accrued interest.  The total consideration includes a consent payment of $20 for each $1,000 in principal of Notes validly tendered payable to holders who validly tender (and do not validly withdraw their Notes) and validly deliver (and do not validly revoke) their consents to the proposed amendments at or prior to 5:00 p.m., New York City time, on January 20, 2011, unless extended (such date and time, as extended, the "Consent Deadline").  Dycom Investments will not pay the consent payment to holders who tender Notes and deliver consents to the proposed amendments after the Consent Deadline.

The proposed amendments to the indenture governing the Notes would eliminate substantially all of the restrictive covenants, certain affirmative covenants, certain events of default and substantially all of the restrictions on the ability of Dycom Industries, Dycom Investments or certain of their respective subsidiaries to merge, consolidate or sell all or substantially all of their properties or assets contained in the indenture and the Notes.  Holders may not deliver consents to the proposed amendments without validly tendering the related Notes in the tender offer and may not revoke their consents without withdrawing the previously tendered Notes to which they relate.

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