KINGSTON, Jamaica, May 21, 2020 /PRNewswire/ -- As part of its deleveraging process Digicel Limited ("DL" and, together with its subsidiaries, "Digicel") reports that it has secured 99.46% support to exchange its nearest bond maturity, the US$1.3 billion aggregate principal amount of 6.00% Notes due 2021 (the "Existing 2021 Notes") for new notes with an aggregate principal amount of approximately US$1.2 billion, while extending the maturity on the new notes ranging from 2024 to 2026 as outlined in more detail below. Digicel has terminated the tender offer for the 6.75% Notes due 2023 (the "Existing 2023 Notes").
These exchange offers are part of a more comprehensive deleveraging process by Digicel Group that aims to reduce its outstanding debt by approximately US$1.6 billion, to approximately US$5.4 billion, and which has already been accepted by the overwhelming majority of its noteholders and is expected to be completed by mid-June 2020.
Formal Results of Tender Offers
Digicel announced today the results of its previously announced offers (the "Tender Offers"), subject to the terms and conditions set forth in the confidential offering memorandum dated April 1, 2020, as supplemented by Supplement No. 1 dated April 15, 2020, Supplement No. 2 dated April 24, 2020 and Supplement No. 3 dated April 28, 2020 (the "Offering Memorandum"), to exchange (i) any and all of the Existing 2021 Notes for an option (subject to the proration and allocation mechanics set forth in the Offering Memorandum) of either (x) up to an aggregate principal amount of US$626.6 million of "additional notes" (the "Additional DIFL Secured Notes") to the existing 8.75% Senior Secured Notes due 2024 co-issued by Digicel Holdings (Bermuda) Limited ("Holdings") and Digicel International Finance Limited ("DIFL"), (y) up to an aggregate principal amount of US$317.2 million of 13.0% Senior Unsecured Notes due 2025, to be co-issued by Holdings and DIFL (the "New DIFL Unsecured Notes") and (z) up to an aggregate principal amount of US$256.1 million of 8.0% Subordinated Notes due 2026, to be co-issued by Holdings and DIFL (the "New DIFL Subordinated Notes" and, together with the Additional DIFL Secured Notes and the New DIFL Unsecured Notes, the "New Notes") and (ii) any and all of the Existing 2023 Notes for up to an aggregate principal amount of US$878.75 million of 8.00% Senior Unsecured Notes due 2027 to be issued by DL, and related solicitations of consents and waivers ("Consent Solicitation").
The Tender Offers expired at 11:59 p.m., New York City time, on May 20, 2020 (the "Expiration Date"). As of the Expiration Date, Digicel received from holders tenders of US$1,293,016,000 aggregate principal amount of Existing 2021 Notes, representing approximately 99.46% of such notes.
Subject to the terms and conditions of the Tender Offers, and as a result of the elections made by holders, as well as the application of the proration and allocation mechanics described in the Offering Memorandum, Digicel will accept for exchange in the Tender Offer for the Existing 2021 Notes, US$1,293,016,000 aggregate principal amount of such tendered Existing 2021 Notes in exchange for (x) US$626,250,530 aggregate principal amount of Additional DIFL Secured Notes, (y) US$317,199,666 aggregate principal amount of New DIFL Unsecured Notes and (z) US$250,002,707 aggregate principal amount of New DIFL Subordinated Notes. Digicel will settle all Existing 2021 Notes accepted for exchange on the settlement date, which is expected to occur on May 22, 2020.
Digicel has elected to terminate the Tender Offer for Existing 2023 Notes without accepting any Existing 2023 Notes for exchange. All Existing 2023 Notes that have been tendered (and not withdrawn) will be returned promptly to the respective holders thereof without any action required on the part of holders, and no consideration will be paid to holders that have tendered their Existing 2023 Notes.
Epiq Corporate Restructuring, LLC ("Epiq") is acting as the tender agent and information agent in connection with the Tender Offers and Consent Solicitations. Questions or requests for assistance related to the Tender Offers and Consent Solicitations and for additional copies of the Offering Memorandum and related letter of transmittal may be directed to Epiq at (646) 282-2500 for banks and brokers and at (866) 897-6433 (Toll-Free) or (646) 282-2500 (International) for all others, or by emailing [email protected].
The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
No Offer or Solicitation
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
This press release shall not constitute an offer to purchase any securities or a solicitation of an offer to sell, or the solicitation of tenders or consents with respect to, any securities, and is issued pursuant to Rule 135e under the Securities Act. The Tender Offers and Consent Solicitations were made only pursuant to the Offering Memorandum and related transmittal documents and only to such persons and in such jurisdictions as is permitted under applicable law.
Forward Looking Statements
This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.
Digicel Group is a total communications and entertainment provider with operations in 32 markets in the Caribbean, Central America and Asia Pacific. After 18 years of operation, total investment to date stands at over US$6 billion worldwide.
Digicel Group also runs a host of community-based initiatives across its markets and has set up Digicel Foundations in Haiti, Jamaica, Papua New Guinea and Trinidad and Tobago which focus on educational, cultural and social development programmes.
Antonia Graham Head of PR T: +1 876 564 1708 (Jamaica)