Digicel Limited Commences Tender Offer And Consent Solicitation For Any And All Of Its 12% Senior Notes Due 2014

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Feb 19, 2013, 07:59 ET

KINGSTON, Jamaica, Feb. 19, 2013 /PRNewswire/ -- Digicel Limited ("Digicel" or the "Company") today announced that it has commenced a cash tender offer, on the terms and subject to the conditions set forth in the Company's Offer to Purchase and Consent Solicitation Statement dated February 19, 2013 (the "Statement"), for any and all of its outstanding 12% senior notes due 2014 (the "Notes").

The Company is also soliciting consents to certain proposed amendments to the indenture governing the Notes to, among other things, eliminate substantially all of the restrictive covenants and certain events of default.

The tender offer documents more fully set forth the terms of the tender offer and consent solicitation.

The Notes and other information relating to the tender offer are listed in the table below:

Notes	CUSIP/ISIN Number	Principal Amount Outstanding	Tender Offer Consideration(1)	Consent Payment (1)	Total Consideration(2)
12% Senior Notes due 2014	25380Q AB5/US25380QAB59	$510,000,000	$1,038.00	$30.00	$1,068.00

(1) Per $1,000 principal amount of Notes validly tendered and accepted.
(2) Inclusive of the Consent Payment.

Holders who validly tender and not validly withdraw their Notes prior to 5:00 p.m., New York City time, on Monday, March 4, 2013 (the "Consent Date") will be eligible to receive a total consideration of $1,068.00 per $1,000 principal amount of Notes tendered and accepted for purchase by Digicel, which includes a consent payment of $30.00 per $1,000 principal amount of Notes. Holders who validly tender their Notes after the Consent Date and at or prior to the Expiration Time (defined below) will be eligible to receive the tender offer consideration of $1,038.00 per $1,000 principal amount of Notes tendered and accepted for purchase by Digicel.

The tender offer is scheduled to expire at 11:59 p.m., New York City time, on March 18, 2013, unless extended or earlier terminated by the Company (the "Expiration Time"). Tendered Notes may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on March 4, 2013, unless extended by the Company (the "Withdrawal Date").

Holders may not tender their Notes without delivering their consents to the proposed amendments to the indenture and the Notes and may not deliver their consents without tendering their Notes pursuant to the tender offer. The proposed amendments will not become effective, however, until after a majority in aggregate principal amount of the outstanding Notes, whose holders have delivered consents to the proposed amendments, have been accepted for payment. Any tender of the Notes prior to the Withdrawal Date may be validly withdrawn and consents may be validly revoked at any time prior to the Withdrawal Date but not thereafter except to the extent we are required by law to provide withdrawal rights. Holders who tender Notes after the Withdrawal Date will not be permitted to withdraw their tender, except to the extent required by law, and will not be entitled to receive the consent payment.

The Company has reserved the right to (and expects to) accept for purchase all Notes then validly tendered and not validly withdrawn prior to the Consent Date on a date after the Consent Date and prior to the Expiration Time (the "Early Settlement Date", expected to be March 5, 2013). On the Early Settlement Date, the Company will also pay accrued and unpaid interest from the last applicable interest payment date for the Notes up to, but not including, the Early Settlement Date on the Notes accepted for purchase.

The Company's obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the tender offer and the consent solicitation is subject to the satisfaction or waiver, in the Company's discretion, of certain conditions, which are more fully described in the Statement, including, among other things, receipt of the requisite number of consents to the proposed amendments to the indenture (in respect of the consent solicitation only) and the consummation of the concurrently announced financing transaction.

The Company has retained Citigroup Global Markets Inc. to serve as the dealer manager and solicitation agent for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Citigroup Global Markets Inc. at Attn: Liability Management Group, (800) 558-3745 (toll-free), (212) 723-6106 (collect). Requests for documents may be directed to Global Bondholder Services Corporation, the information agent for the tender offer, at (212) 430-3774 (collect) or at (866) 389-1500 (toll-free).

None of the Company, the dealer manager and solicitation agent or the information agent make any recommendations as to whether holders should tender their Notes and deliver consents pursuant to the tender offer and consent solicitation, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes and deliver consents, and, if so, the principal amount of Notes to tender.

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or sell the Notes or any other securities or a solicitation of consent with respect to the Notes or any other securities, nor shall there be any purchase of our Notes in any state or jurisdiction in which such offer, solicitation or purchase would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. The tender offer and consent solicitation is being made solely pursuant to the offer to purchase and consent solicitation statement and the related letter of transmittal, which set forth the complete terms of the tender offer. Any offers of concurrently offered securities will be made only by means of a private offering memorandum.

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

After 11 years of operation, Digicel Group Limited has over 13 million customers across its 31 markets in the Caribbean, Central America and the Pacific. The company is renowned for delivering best value, best service and best network.

Digicel is the lead sponsor of Caribbean, Central American and Pacific sports teams, including the Special Olympics teams throughout these regions. Digicel sponsors the West Indies cricket team and is also the title sponsor of the Digicel Caribbean Cup. In the Pacific, Digicel is the proud sponsor of several national rugby teams and also sponsors the Vanuatu cricket team.

Digicel also runs a host of community-based initiatives across its markets and has set up Digicel Foundations in Jamaica, Haiti and Papua New Guinea which focus on educational, cultural and social development programmes.

Digicel is incorporated in Bermuda and its markets comprise: Anguilla, Antigua & Barbuda, Aruba, Barbados, Bermuda, Bonaire, the British Virgin Islands, the Cayman Islands, Curacao, Dominica, El Salvador, Fiji, French Guiana, Grenada, Guadeloupe, Guyana, Haiti, Jamaica, Martinique, Nauru, Panama, Papua New Guinea, Samoa, St Kitts & Nevis, St. Lucia, St. Vincent & the Grenadines, Suriname, Tonga, Trinidad & Tobago, Turks & Caicos and Vanuatu. Digicel also has coverage in St. Martin and St. Barts in the Caribbean.