KINGSTON, Jamaica, Dec. 22, 2018 /PRNewswire/ -- Digicel Group Limited ("Digicel"), along with Digicel Group One Limited, an indirect subsidiary of Digicel ("DGL1"), and Digicel Group Two Limited, a direct subsidiary of Digicel and the parent of DGL1 ("DGL2" and, together with Digicel and DGL1, the "DGL Companies"), announced today certain results of their previously announced Exchange Offers (as defined below) with respect to Digicel's outstanding 8.250% Senior Notes due 2020 (the "Existing 2020 Notes") and outstanding 7.125% Senior Notes due 2022 (the "Existing 2022 Notes" and, together with the Existing 2020 Notes, the "Existing DGL Notes"), made pursuant to the terms and conditions set forth in the confidential offering memorandum dated August 31, 2018, as supplemented by Supplement No. 1 dated September 7, 2018, Supplement No. 2 dated December 3, 2018, and Supplement No. 3 dated December 12, 2018 (the "Offering Memorandum"). Terms used but not defined in this press release shall have the meaning ascribed to them in the Offering Memorandum.
As of the date hereof, Digicel received from holders valid and unrevoked tenders of $1,931,559,000 aggregate principal amount of the Existing 2020 Notes, representing approximately 96.6% of such notes, and $954,167,000 aggregate principal amount of the Existing 2022 Notes, representing approximately 95.4% of such notes.
As Digicel has received the requisite consents with respect to both series of Existing DGL Notes (as further described below), the DGL Companies have elected to revise the Exchange Offers (as contemplated by the Offering Memorandum) such that, subject to the terms and conditions set forth in the Offering Memorandum, they are now offering to exchange (x) in the Phase I 2020 Notes Exchange Offer, the Existing 2020 Notes for up to $1,000,000,000 of newly issued 8.250% Senior Secured Notes due 2022 of DGL1 (the "New DGL1 2022 Notes"), (y) in the Phase II 2020 Notes Exchange Offer, any and all of the Existing 2020 Notes for up to $1,000,000,000 of newly issued 8.250% Senior Notes due 2022 of DGL2 (the "New DGL2 2022 Notes") (while the Phase II 2020 Notes Exchange Offer is still an offer to exchange any and all of the Existing 2020 Notes for (1) $1,000,000,000 minus the aggregate principal amount of New DGL1 2022 Notes issued in the Phase I 2020 Notes Exchange Offer of New DGL1 2022 Notes or (2) $1,000,000,000 of New DGL2 2022 Notes, in light of the fact that $1,000,000,000 of New DGL1 2022 Notes are expected to be issued in the Phase I 2020 Notes Exchange Offer, only New DGL2 2022 Notes are expected to be issued in the Phase II 2020 Notes Exchange Offer) and (z) in the Phase II 2022 Notes Exchange Offer, any and all of the Existing 2022 Notes for newly issued 9.125% Senior Cash Pay/PIK Notes due 2024 of DGL2 (the "New 2024 Notes" and, together with the New DGL1 2022 Notes and the New DGL2 2022 Notes, the "New Notes") (the "Exchange Offers"). In addition, to provide remaining holders of Existing DGL Notes the opportunity to participate in the Exchange Offers, the expiration date for all of the Exchange Offers has been extended to 11:59 p.m., New York City time, on January 9, 2019. All other terms and conditions of the Exchange Offers remain unchanged.
The Phase II 2020 Notes Exchange Offer and the Phase II 2022 Notes Exchange Offer are each conditioned upon a Minimum Participation Condition, which has been satisfied.
As the Withdrawal Deadline for each Exchange Offer has passed, holders may no longer withdraw Existing DGL Notes tendered in the Exchange Offers, except in certain limited circumstances as set forth in the Offering Memorandum.
Digicel has also received consents from holders of a majority of the outstanding aggregate principal amount of the Existing 2022 Notes to adopt certain amendments (the "Proposed Amendments") to the Indenture governing such Existing 2022 Notes (the "Existing 2022 Notes Indenture") that would eliminate substantially all of the restrictive covenants and events of default contained in such Existing 2022 Notes Indenture. Digicel has executed and delivered a supplemental indenture to such Existing 2022 Notes Indenture to effect the Proposed Amendments. In addition, following receipt of consents from holders of a majority of the outstanding aggregate principal amount of the Existing 2020 Notes, Digicel previously executed and delivered a supplemental indenture to the Indenture governing its Existing 2020 Notes to effect the Proposed Amendments. The Proposed Amendments will become operative upon consummation of the Exchange Offers, and, as a result, subject to the terms and conditions set forth in the Offering Memorandum, the New 2024 Notes will be issued by DGL2. The Indentures governing the New Notes will limit the ability of DGL1 and DGL2 to, inter alia, pay any dividend or distribution to Digicel the proceeds of which are used for the purpose of the payment of interest on the Existing 2020 Notes or the Existing 2022 Notes or any refinancing of any such notes or the payment of principal amounts thereon at maturity, as set forth in the Offering Memorandum.
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 Offering Memorandum are not satisfied or waived by the applicable expiration date.
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 firstname.lastname@example.org. 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.
SOURCE Digicel Group Limited