Digicel Extends Expiration Date Of Its Tender Offers And DIFL Consent Solicitation And Increases Consideration For Tender Offer For Existing DL 2023 Notes

KINGSTON, Jamaica, April 28, 2020 /PRNewswire/ -- Digicel Group Two Limited ("DGL Two" and, together with its subsidiaries, "Digicel") today announced that it is extending the expiration date of its previously announced offers to exchange existing debt of Digicel Limited ("DL"), DGL Two and Digicel Group One Limited ("DGL One") for various new securities and related solicitations of consents and waivers (the "Tender Offers and Solicitations") pursuant to the two confidential offering memoranda dated April 1, 2020, as amended or supplemented (the "Offering Memoranda") and of the consent solicitation (the "DIFL Consent Solicitation") seeking consents to effect certain proposed amendments (the "Proposed Amendments") to the indenture governing the existing 8.75% Senior Secured Notes due 2024 co-issued by Digicel Finance Limited and Digicel Holdings (Bermuda) Limited (the "DIFL 2024 Notes") pursuant to the consent solicitation statement dated April 1, 2020 (the "Consent Solicitation Statement").

Digicel is extending the Expiration Date (as defined in the Offering Memoranda) for (i) the Tender Offers and Solicitations in respect of DGL Two's 8.250% Senior Notes due 2022 (the "Existing DGL2 2022 Notes"), 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") and, in order to effect a scheme of arrangement under Bermuda law with respect to DGL One, DGL One's 8.250% Senior Notes due 2022 (the "Existing DGL1 Notes") to 11:59 p.m., New York City time, on June 15, 2020 and (ii) the Tender Offers and Solicitations in respect of DL's 6.00% Notes due 2021 (the "Existing DL 2021 Notes") and 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") to 11:59 p.m., New York City time, on May 15, 2020. Digicel is also extending the Expiration Date (as defined in the DIFL Consent Solicitation Statement) for the DIFL Consent Solicitation to 11:59 p.m., New York City time, on May 29, 2020.

As of the time of this announcement, Digicel has received from holders tenders of (i) $985,394,379 aggregate principal amount of Existing DGL1 Notes, representing approximately 98.5% of such notes, (ii) $839,936,203 aggregate principal amount of Existing DGL2 2022 Notes, representing approximately 89.6% of such notes, (iii) $892,269,116 aggregate principal amount of Existing DGL2 2024 Notes, representing approximately 89.9% of such notes, (iv) $1,166,645,000 aggregate principal amount of Existing DL 2021 Notes, representing approximately 89.7% of such notes and (v) $54,921,000 aggregate principal amount of Existing DL 2023 Notes, representing approximately 5.9% of such notes.

Digicel is also amending the consideration payable in connection with the previously announced Tender Offer for the Existing DL 2023 Notes to the amounts set forth below and is also making certain modifications to the covenants to be contained in the indenture governing the New DL Notes (as defined below) to align certain ratios with those to be included in the indenture governing the New DIFL Subordinated Notes (as defined in the relevant Offering Memorandum).

Any Eligible Holder (as defined below) that tenders Existing DL Notes pursuant to the applicable Tender Offer prior to the applicable 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 Solicitations (as defined in the Offering Memoranda) 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 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 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.

The DIFL Consent Solicitation is being made only pursuant to the terms and subject to the conditions set forth in the Consent Solicitation Statement, as amended, and the related letter of transmittal. Approval of the Proposed Amendments requires consents from the holders of at least a majority in aggregate principal amount of the DIFL 2024 Notes (the "Requisite Consents"). The Proposed Amendments will become effective and operative upon receipt of the Requisite Consents and the execution of the supplemental indenture with respect to the DIFL 2024 Notes (the "Supplemental Indenture"), which may occur prior to the Expiration Date if the Requisite Consents are received before then. Upon the Proposed Amendments becoming effective and operative, all holders of the DIFL 2024 Notes will be bound by the terms thereof, even if they did not deliver consents to the Proposed Amendments. Except as described in this press release, all other terms of the DIFL Consent Solicitation remain unchanged. For the avoidance of doubt, consummation of the DIFL Consent Solicitation is not a condition to any of the Tender Offers.

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)
[email protected]

SOURCE Digicel Group Limited

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