Digicel Announces Results To-date of Its Tender Offers and Extends Early Tender Premium to Be Payable to All Tenders of Existing DL Notes Prior to Expiration Date

KINGSTON, Jamaica, April 15, 2020 /PRNewswire/ -- Digicel Group Two Limited ("DGL Two" and, together with its subsidiaries, "Digicel") today announced the results to-date of its offers to exchange existing debt of Digicel Limited ("DL"), DGL Two and Digicel Group One Limited ("DGL One") for various new securities (the "Tender Offers"), pursuant to the two confidential offering memoranda dated April 1, 2020, as amended or supplemented (the "Offering Memoranda").

As of the date of this announcement, Digicel has received from holders tenders of (i) $970,708,740 aggregate principal amount of DGL One's 8.250% Senior Notes due 2022 (the "Existing DGL1 Notes"), representing approximately 97.07% of such notes, (ii) $814,465,696 aggregate principal amount of DGL Two's 8.250% Senior Notes due 2022 (the "Existing DGL2 2022 Notes"), representing approximately 86.91% of such notes, (iii) $867,562,708 aggregate principal amount of DGL Two'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 DGL2 Notes"), representing approximately 87.37% of such notes, (iv) $1,145,966,000 aggregate principal amount of DL's 6.00% Notes due 2021 (the "Existing DL 2021 Notes"), representing approximately 88.15% of such notes, and (v) $48,814,000  aggregate principal amount of the DL's 6.75% Notes due 2023 (the "Existing DL 2023 Notes" and, together with the Existing DL 2021 Notes, the "Existing DL Notes"; and together with the Existing DGL1 Notes and the Existing DGL2 Notes, the "Existing Notes") representing approximately 5.28% of such notes. Because more than 50% of the holders of each series of Existing Notes (other than the Existing DL 2023 Notes) have consented and withdrawal rights have expired, Digicel has executed supplemental indentures that eliminate substantially all restrictive covenants and events of default in the indentures for each series of Existing Notes (other than the Existing DL 2023 Notes), all of which are currently effective. 

In addition, each Tender Offer in respect of Existing DL Notes has been amended such that any Eligible Holder (as defined below) that tenders applicable Existing DL Notes pursuant to such Tender Offer prior to the expiration date of 11:59 p.m., New York City time, on April 28, 2020 (the "Expiration Date") will be eligible to receive the applicable Total Tender Consideration (as defined in the relevant Offering Memorandum), including the applicable Early Tender Premium (as defined in the relevant Offering Memorandum), upon the consummation of such Tender Offer.

For the avoidance of doubt, the Withdrawal Deadline (as defined in the Offering Memoranda) for each Tender Offer 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 Tender Offers, except in certain limited circumstances as set forth in the Offering Memoranda.

Each 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 Consent 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 the Consent Solicitations are described in the confidential Offering Memoranda 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 Consent 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 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 U.S. persons, will receive information about arrangements available to them.

The new securities have not been and will not be registered under the Securities Act 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 Tender Offers and Consent Solicitations are being made only pursuant to the Offering Memoranda 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 PR
T: +1 876 564 1708 (Jamaica)

SOURCE Digicel Group Limited

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