Accounting & Securities-Law Glossary
Plain-language definitions of the key terms used throughout this investigation: MCTO, FFCTO, material weakness, restatement, Adjusted EBITDA, IFRS, senior secured notes, term loan, revolver, credit waiver, debt covenant, event of default, strategic review and shareholder rights plan.
Management Cease Trade Order. A securities-regulator order restricting trading by certain insiders (typically the CEO and CFO) when an issuer fails to file required financial disclosure on time. It does not, by itself, prohibit trading by ordinary shareholders.
Failure-to-File Cease Trade Order. A regulator order prohibiting trading in an issuer's securities in the relevant jurisdiction after required filings remain outstanding. It is a securities-disclosure enforcement mechanism, not a finding of fraud.
A deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility a material misstatement will not be prevented or detected on a timely basis. It does not mean financial statements are fraudulent.
The revision of previously issued financial information to correct an error or to re-present comparatives under a corrected accounting treatment. Restatements are corrective, not proof of wrongdoing.
A non-IFRS financial measure: earnings before interest, taxes, depreciation and amortization, further adjusted for items management considers non-recurring. It excludes finance costs, amortization, impairments, restructuring and stock compensation, and is not comparable to IFRS net income.
International Financial Reporting Standards — the accounting framework under which Dye & Durham prepares its audited financial statements.
Debt instruments that are secured by the issuer's assets and rank ahead of unsecured creditors in insolvency. They typically carry fixed interest and a defined maturity.
A loan drawn in a lump sum and repaid on a set schedule, distinct from a revolving facility that can be drawn and repaid repeatedly.
A revolving credit facility allowing a borrower to draw, repay and re-draw up to a committed limit, providing working-capital flexibility.
Lender consent to refrain from enforcing a covenant breach for a defined period. A waiver does not eliminate the underlying obligation; it suspends enforcement.
A contractual condition in a credit agreement (e.g., a maximum leverage ratio) that the borrower must maintain. Breach can trigger default remedies.
A defined trigger in a credit agreement that, if not cured within any grace period, entitles lenders to accelerate repayment. A default that is waived or cured within the cure period may not become an event of default.
A board-led process to evaluate alternatives including a sale, asset sales, recapitalization or merger. It does not guarantee any transaction.
A board-adopted mechanism designed to protect against an opportunistic takeover by diluting a bidder above a threshold. Often informally called a 'poison pill'; subject to shareholder vote and securities-regulator review.