KINGSTON, Jamaica, September 7, 2018 /PRNewswire/ --
Digicel Group Limited ("Digicel") today announced that two of its subsidiaries are extending the early tender date (the "Early Tender Date") of each of their previously announced Exchange Offers (as defined below) with respect to certain series of Digicel Group Limited's outstanding senior notes.
The Early Tender Date for the offers to exchange (i) any and all of Digicel Group Limited's outstanding $2.0 billion aggregate principal amount of its 8.250% Notes due 2020 (the "Existing 2020 Notes") for up to an aggregate principal amount of $2.0 billion of newly issued 8.250% Senior Notes due 2022 (the "New 2022 Notes") to be issued by Digicel Group One Limited, an indirect subsidiary of Digicel Group Limited (the "2020 Exchange Offer") and (ii) any and all of the outstanding $1.0 billion aggregate principal amount of Digicel Group Limited's 7.125% Notes due 2022 (the "Existing 2022 Notes" and together with the Existing 2020 Notes, the "Existing DGL Notes") for up to an aggregate principal amount of $1.0 billion of newly issued 8.250% Senior Cash Pay/PIK Notes due 2024 (the "New 2024 Notes" and, together with the New 2022 Notes, the "New Notes") to be issued by Digicel Group Two Limited, a direct subsidiary of Digicel Group Limited and the parent of Digicel Group One Limited (the "2022 Exchange Offer" and, together with the 2020 Exchange Offer, the "Exchange Offers") has been extended to 11:59 p.m., New York City time, on September 28, 2018 (which is the expiration date for the Exchange Offers). The withdrawal deadline with respect to each Exchange Offer is extended to 11:59 p.m., New York City time, on September 28, 2018 (which is the Early Tender Date, as extended above). All other terms and conditions of the Exchange Offers remain unchanged.
Digicel has entered into constructive discussions with an ad hoc group of noteholders regarding the Exchange Offers and Consent Solicitations.
Each Exchange Offer is a separate offer and, subject to applicable law, may be amended, extended, terminated or withdrawn, either as a whole, or with respect to one or more series of Existing DGL Notes, at any time and for any reason, including if any of the conditions described in the applicable offering document are not satisfied or waived by the applicable Expiration Date (or the early settlement date, as the case may be).
Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to holders of Existing DGL Notes who certify that they are (i) "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (ii) persons outside the United States that are not "U.S. persons" within the meaning of Regulation S under the Securities Act (such holders, "Eligible Holders"). The complete terms and conditions of the Exchange Offers and the Consent Solicitations are described in the Offering Memorandum and related letter of transmittal, copies of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations, at (866) 470-3800 (U.S. toll-free), (212) 430-3774 (banks and brokers) or by emailing [email protected]. Holders of the Existing DGL Notes may also complete and submit a letter of eligibility online at http://gbsc-usa.com/eligibility/digicel.
Holders of the Existing Notes that are U.S. persons and not qualified institutional buyers will not be able to receive such documents, but Digicel Group Limited will make alternative arrangements available to ensure that they can participate in the Consent Solicitations on a comparable basis. Such holders should contact Digicel and, after furnishing proof of their status as non-qualified institutional buyers that are US persons, will receive information about arrangements available to them.
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 135c under the Securities Act. The Exchange Offers and Consent Solicitations are being 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 Limited is a limited liability exempted company incorporated under the laws of Bermuda and owned by Mr. Denis O'Brien.
Digicel Group is a total communications and entertainment provider with operations in 31 markets in the Caribbean, Central America and Asia Pacific. After 17 years of operation, total investment to date stands at over US$5 billion worldwide.
Digicel 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.
Contact: Antonia Graham Head of PR T: +1-876-564-1708 (Jamaica)