�Ӱ�Pro

GRATZ, PA, January 11, 2022��– �Ӱ�ProWD Holding Company LLC announced today the commencement of a private offering of $400.0 million aggregate principal amount of senior notes due 2030 (the “Notes”) to be issued by its wholly-owned subsidiaries, �Ӱ�ProWD Holdco II LLC (“�Ӱ�ProWD Holdco”) and �Ӱ�ProWD Finance Corporation (“�Ӱ�ProWD Finance” and, together with �Ӱ�ProWD Holdco, the “Issuers”). The Issuers intend to use the net proceeds from the offering of the Notes, together with cash on hand, to (i) repay $293.0 million aggregate principal amount of term loans under our term loan facility and (ii) fund a distribution to �Ӱ�ProWD Holding Company LLC to redeem $100.0 million in face value of certain of its preferred units, plus any make-whole premiums.

The Notes will be guaranteed by each of the Issuers’ existing and future wholly owned domestic subsidiaries that guarantee the existing credit facilities of the Issuers and their respective subsidiaries. The Notes will be the Issuers’ senior unsecured obligations and will rank equally in right of payment to all of the Issuers’ existing and future senior debt and senior in right of payment to all of the Issuers’ future subordinated debt.

The offering of the Notes will be made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in the United States only to investors who are reasonably believed to be “qualified institutional buyers,” as that term is defined in Rule 144A under the Securities Act, or to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall there be any sale of any of the Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.