Digicel Group Limited Announces Final Results of Exchange Offers and Consent Solicitations

KINGSTON, Jamaica, January 10, 2019 /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 the results of their previously announced offers (the "Exchange Offers"), subject 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"), to exchange (x) in the Phase I 2020 Notes Exchange Offer, the outstanding 8.250% Senior Notes due 2020 of Digicel (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) $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 newly issued 8.250% Senior Notes due 2022 of DGL2 (the "New DGL2 2022 Notes") and (z) in the Phase II 2022 Notes Exchange Offer, any and all of the outstanding 7.125% Senior Notes due 2022 of Digicel (the "Existing 2022 Notes" and, together with the Existing 2020 Notes, the "Existing DGL 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"). Terms used but not defined in this press release shall have the meaning ascribed to them in the Offering Memorandum.

     (Logo: https://mma.prnewswire.com/media/737804/Digicel_Logo.jpg )

The Exchange Offers expired at 11:59 p.m., New York City time, on January 9, 2019 (the "Expiration Date"). As of the Expiration Date, Digicel received from holders valid and unrevoked tenders of $1,957,470,000 aggregate principal amount of Existing 2020 Notes, representing approximately 97.9% of such notes, and $978,996,000 aggregate principal amount of Existing 2022 Notes, representing approximately 97.9% of such notes.

Subject to the terms and conditions of the Exchange Offers, and as a result of the elections made by holders, as well as the application of the proration and allocation mechanics described in the Offering Memorandum, the DGL Companies will accept for exchange (x) in the Phase I 2020 Notes Exchange Offer, $1,000,000,000 aggregate principal amount of such tendered Existing 2020 Notes in exchange for $1,000,000,000 aggregate principal amount of New DGL1 2022 Notes, (y) in the Phase II 2020 Notes Exchange Offer, $937,149,000 aggregate principal amount of such tendered Existing 2020 Notes in exchange for $937,149,000 aggregate principal amount of New DGL2 2022 Notes and (z) in the Phase II 2022 Notes Exchange Offer, all such tendered Existing 2022 Notes in exchange for $978,996,000 aggregate principal amount of New 2024 Notes. The DGL Companies will settle all Existing DGL Notes accepted for exchange on the Settlement Date, which is expected to occur on January 14, 2019 but may change at the DGL Companies' option.

In addition, following receipt of consents from holders of a majority of the outstanding aggregate principal amount of the Existing 2020 Notes and the Existing 2022 Notes, Digicel previously executed and delivered supplemental indentures to the Indenture governing its Existing 2020 Notes (the "Existing 2020 Notes Indenture") and the Indenture governing its Existing 2022 Notes (the "Existing 2022 Notes Indenture" and, together with the Existing 2020 Notes Indenture, the "Indentures") to effect certain amendments (the "Proposed Amendments") to each of the Indentures that will eliminate substantially all of the restrictive covenants and events of default contained in such Indentures. 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, (i) the DGL Companies have elected (as contemplated by the Offering Memorandum) to issue up to $1,000,000,000 of New DGL1 2022 Notes in the Phase I 2020 Notes Exchange Offer and (ii) the New 2024 Notes will be issued by DGL2.

Miscellaneous 

Global Bondholder Services Corporation is acting as the exchange agent and information agent in connection with the Exchange Offers and Consent Solicitations. Questions or requests for assistance related to the Exchange Offers and Consent Solicitations and for additional copies of the Offering Memorandum and related letter of transmittal may be directed to Global Bondholder Services Corporation at (866) 470-3800 (U.S. toll-free), (212) 430-3774 (banks and brokers) or by emailing [email protected].  

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.

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.

About Digicel 

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)

SOURCE Digicel Group Limited