Digicel Announces Anticipated Completion of DGL1 Scheme of Arrangement and Termination of DGL1 Notes Tender Offer and Extension of Expiration Date of DGL2 Tender Offers to Align with Expected Settlement of DGL1 Scheme

KINGSTON, Jamaica, June 16, 2020 /PRNewswire/ -- Digicel Group One Limited ("DGL1") announced today that the Bermuda scheme of arrangement in respect of its debt was sanctioned by the Bermuda Court on June 8, 2020. As a result, Digicel has elected to terminate the tender offer for DGL1's 8.250% Senior Notes due 2022 (the "DGL1 Notes"), as envisaged in such tender offer upon the sanction of the scheme. DGL1 will now proceed to consummate the scheme as soon as possible. All DGL1 Notes that have been tendered (and not withdrawn) will be returned promptly to the respective holders thereof without any action required on the part of holders.  Upon settlement of the scheme, the DGL1 holders will receive the consideration provided for in the scheme (which is the same as would have been payable in the tender offer).

In order to align settlement of its tender offer with the expected consummation of the scheme, Digicel Group Two Limited ("DGL2") today announced that it is extending the expiration date of its previously announced offers to exchange existing debt of DGL2 for various new securities and related solicitations of consents and waivers (the "Tender Offers and Solicitations") pursuant to the confidential offering memorandum dated April 1, 2020, as amended or supplemented (the "Offering Memorandum").

DGL2 is extending the expiration date for the Tender Offers and Solicitations to 11:59 p.m., New York City time, on June 19, 2020 for the offer to exchange (i) any and all of the outstanding $937.1 million aggregate principal amount of DGL2's 8.250% Senior Notes due 2022 (the "Existing DGL2 2022 Notes") held by Eligible Holders (as defined in the Offering Memorandum) for (x) up to an aggregate principal amount of approximately $300 million of newly issued 5.0% Cash Pay/3.0% PIK Notes due 2025 (the "New DGL0.5 Unsecured Notes") to be issued by DGL0.5 and (y) up to an aggregate principal amount of approximately $50 million of newly issued 7.00% PIK Perpetual Convertible Notes to be issued by DGL0.5 (the "Convertible Notes") and (ii) any and all of the outstanding $993.0 million aggregate principal amount of DGL2's 9.125% Senior Cash Pay/PIK Notes due 2024 (the "Existing DGL2 2024 Notes" and, together with the Existing DGL2 2022 Notes, the "Existing Notes") held by Eligible Holders for (x) up to an aggregate principal amount of approximately $100 million of New DGL0.5 Unsecured Notes and (y) up to an aggregate principal amount of approximately $150 million of Convertible Notes.

As of the time of this announcement, Digicel has received from holders tenders of $909,569,095 aggregate principal amount of Existing DGL2 2022 Notes, representing approximately 97.1% of such notes and $985,178,129 aggregate principal amount of Existing DGL2 2024 Notes, representing approximately 99.2% of such notes.

These exchange offers are part of a more comprehensive deleveraging process by Digicel 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.

For the avoidance of doubt, the Withdrawal Deadline (as defined in the Offering Memorandum) for each Tender Offer and Solicitation has not been extended and remains at 5:00 p.m., New York City time, on April 14, 2020. Now that the Withdrawal Deadline has passed, holders may no longer withdraw Existing Notes tendered in the DGL2 Tender Offers, except in certain limited circumstances as set forth in the Offering Memorandum.

Each DGL2 Tender 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 Notes, at any time and for any reason, including if any of the conditions described in the applicable Offering Memorandum are not satisfied or waived by the applicable Expiration Date.

Documents relating to the Tender Offers and Solicitations will only be distributed to holders of Existing 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 Tender Offers and Solicitations are described in the confidential Offering Memorandum and related letters of transmittal, which will be made available to Eligible Holders upon completion and submission of the Eligibility Letter, which may be requested from Epiq Corporate Restructuring, LLC ("Epiq"), the tender agent and information agent in connection with the Tender Offers and Solicitations by emailing [email protected], with reference to "Digicel" in the subject line. Epiq may also be contacted by telephone at (646) 282-2500 for banks and brokers and at (866) 897-6433 (Toll-Free) or (646) 282-2500 (International) for all others.

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 will make alternative arrangements available to ensure that they can participate on a comparable basis. Such holders should contact Digicel and, after furnishing proof of their status as non-qualified institutional buyers that are U.S. persons, will receive information about arrangements available to them.

The new securities 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 with respect to, any securities, and is issued pursuant to Rule 135e under the Securities Act. The Tender Offers and 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.

About Digicel

Digicel 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 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 Group Communications, Digicel,
T: +1 876 564 1708 (Jamaica)
[email protected]

SOURCE Digicel Group Limited

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