Digicel Commences Modified Dutch Auction Tender Offer for 7.00% PIK Perpetual Convertible Notes Issued by Digicel Group Holdings Limited

KINGSTON, Jamaica, Nov. 19, 2020 /PRNewswire/ -- Digicel Group Holdings Limited, formerly known as Digicel Group 0.5 Limited ("Digicel," the "Company", "we" or "us"), today announced that it has commenced a cash tender offer (the "Offer"), on the terms and subject to the conditions set forth in the Company's Offer to Purchase dated November 19, 2020 (the "Offer to Purchase"), for its outstanding 7.00% PIK Perpetual Convertible Notes (the "Notes"). The maximum aggregate amount that the Company will spend for Notes tendered in the Offer is $10.0 million (as such amount may be increased pursuant to the terms of the Offer, the "Tender Cap").

The Offer to Purchase more fully sets forth the terms of the Offer. The Notes and certain other information relating to the Offer are listed in the table below:

(1)  Per $1,000 principal amount of Notes validly tendered and accepted for purchase.

(2)  No payment will be made in respect of accrued and unpaid interest on the Notes accepted in the Offer.

(3)  Includes the Early Tender Payment.

The "Total Consideration" per $1,000 principal amount of Notes payable to holders who validly tender (and do not withdraw) their Notes on or prior to the Early Tender Date (as defined below) will be equal to a Clearing Price to be determined pursuant to a "modified Dutch Auction" procedure as described below. Each holder that tenders Notes in the Offer may specify a "Bid Price," within the range specified in the table above under "Total Consideration (Acceptable Bid Price Range)," which represents the minimum Total Consideration such holder is willing to receive for those Notes. Each Bid Price must be in increments of $2.50 per $1,000 principal amount of Notes. Each holder that wishes to receive the Clearing Price (as defined below) and that does not wish to express a minimum purchase price (a "Non-Competitive Bid") need not specify a Bid Price. Non-Competitive Bids will be treated as if they were submitted with a Bid Price equal to $200 per $1,000 principal amount of Notes.

No payment will be made in respect of accrued and unpaid interest on the Notes accepted in the Offer.

The Total Consideration payable under the Offer, the Bid Price specified by holders of Notes electing to participate and the Clearing Price each include an "Early Tender Payment" of $30 for each $1,000 principal amount of Notes. Holders will only be eligible to receive the Early Tender Payment for Notes that such holders have validly tendered (and not withdrawn) at or prior to 5:00 p.m., New York City time, on December 3, 2020, unless extended by the Company (the "Early Tender Date"). If a holder tenders Notes after the Early Tender Date and on or prior to the Expiration Date, such holder's Bid Price will be used for purposes of determining the Clearing Price (provided the Company has not exercised its Early Settlement Right (as discussed below)), but such holder will only be eligible to receive the "Tender Offer Consideration," which is equal to the Total Consideration less the Early Tender Payment.

The Offer is scheduled to expire at 11:59 p.m., New York City time, on December 17, 2020, unless extended or earlier terminated by the Company (the "Expiration Date").

The Total Consideration will equal the Clearing Price. The "Clearing Price" will be determined based on the Bid Price of all tendered Notes on or prior to the Early Tender Date, if the Company exercises the Early Settlement Right, or otherwise the Expiration Date, in order of lowest to highest Bid Price specified or deemed to have been specified by tendering holders (including any holders that elect to enter a Non-Competitive Bid). The Clearing Price will be the single lowest Bid Price so specified that will enable the Company to spend all or as close as possible to all of the Tender Cap. We will pay the same Total Consideration (subject to reduction by the amount of the Early Tender Payment in the case of Notes that are tendered after the Early Tender Date and on or prior to the Expiration Date) for all Notes tendered with Bid Prices at or below the Clearing Price and accepted for purchase in the Offer.  Accordingly, any holders of Notes whose Notes are accepted in the Offer will receive no less than the Bid Price specified by such holder of Notes (or deemed to be specified), except that holders of Notes who tender after the Early Tender Date will not receive the Early Tender Payment.

The Company may, but is not obligated to, elect, following the Early Tender Date and prior to the Expiration Date, to accept Notes validly tendered (and not withdrawn) at or prior to the Early Tender Date, provided that all conditions to the Offer have been satisfied or waived by the Company and subject to the modified Dutch Auction procedure described herein (the date of such acceptance, the "Early Acceptance Date"). Notes accepted on the Early Acceptance Date may be settled on such date or promptly thereafter, and currently such settlement is expected to be three business days after the Early Tender Date (the "Early Settlement Date"). If the Company elects to exercise the Early Settlement Right and accepts for purchase Notes in an aggregate principal amount such that the Company spends an amount equal to the Tender Cap and the Company does not subsequently elect to increase the Tender Cap, then the Company will not accept for purchase any Notes tendered after the Early Tender Date, irrespective of the Bid Price offered for such Notes.

The "Final Settlement Date" with respect to the Offer is the date that the Company settles all Notes not previously settled on the Early Settlement Date, if any, which is currently expected to be three business days following the Expiration Date.

If the aggregate principal amount of Notes validly tendered (and not withdrawn) on or prior to the Early Tender Date, if the Company exercises its Early Settlement Right,  or otherwise the Expiration Date, as applicable, with a Bid Price equal to or below the Clearing Price would cause the Company to otherwise spend more than the Tender Cap, then, subject to the terms and conditions of the Offer, the Company will accept for purchase, first, all Notes validly tendered (and not withdrawn) with a Bid Price less than the Clearing Price (including any Notes tendered by holders that elected Non-Competitive Bids), and thereafter, Notes validly tendered (and not withdrawn) with a Bid Price equal to the Clearing Price on a prorated basis such that the Company spends only the Tender Cap in the Offer and accordingly, the holders of such Notes will not have all of their validly tendered Notes purchased.

All Notes not accepted as a result of proration and all tenders of Notes with a Bid Price in excess of the Clearing Price will be rejected from the Offer and such Notes will be returned to their holders.

Notes tendered may be withdrawn any time prior to 5:00 p.m., New York City time, on December 3, 2020, unless extended by the Company (the "Withdrawal Date"). Holders of Notes who tender their Notes after the Withdrawal Date, but on or prior to the Expiration Date, may not withdraw their tendered Notes. Subject to applicable law, the Company reserves the right, in its sole discretion, to increase the Tender Cap. If the Company increases the Tender Cap, it does not currently intend to extend the Withdrawal Date or the Early Tender Date or reinstate withdrawal rights.

The Company's obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the Offer is subject to the satisfaction or waiver, in the Company's discretion, of certain conditions, which are more fully described in the Offer to Purchase.

The Company has retained Citigroup Global Markets Inc. to serve as the dealer manager for the Offer. Questions regarding the Offer may be directed to Citigroup Global Markets Inc. at Attn: Liability Management Group, (800) 558-3745 (toll-free), (212) 723-6106 (collect). Requests for documents may be directed to Global Bondholder Services Corporation, the information agent for the Offer, at (212) 430-3774 (collect) or at (866) 470-4700 (toll-free).

None of the Company, the dealer manager or the information agent make any recommendations as to whether holders should tender their Notes pursuant to the Offer, and no one has been authorized by any of them to make such recommendations.  Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.

No Offer or Solicitation

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or sell the Notes or any other securities or a solicitation of consent with respect to the Notes or any other securities, nor shall there be any purchase of our Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The Offer is being made solely pursuant to the Offer to Purchase, which sets forth the complete terms of the Offer.

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.

About Us

As a Digital Operator, Digicel is in the business of delivering powerful digital experiences 1440 minutes of each day to customers – that's every minute, all day, every day.

Through its world-class LTE and fibre networks, together with its suite of 8 apps spanning sports (SportsMax), music (D'Music), news (Loop), local radio and podcasts (GoLoud), TV streaming (PlayGo), enhanced messaging and marketplaces (BiP), cloud storage (Billo) and self-care (MyDigicel app), Digicel is the only operator in its markets that can deliver that.

Serving consumer and business customers in 32 markets in the Caribbean, Central America and Pacific, its investments of over US$7 billion and a commitment to its communities through its Digicel Foundations in Haiti, Jamaica, Papua New Guinea and Trinidad & Tobago have contributed to positive outcomes for over 3 million people to date.

With its Better Together brand, Digicel is making a promise of simply more to customers and communities and its 7,000 employees worldwide work together to make that a powerful reality day in, day out.

www.digicelgroup.com

Contact:

Antonia Graham
Head of PR
T: +1 876 564 1708 (Jamaica)

SOURCE Digicel Group Limited

Related Links

http://www.digicelgroup.com/