Digicel Group Limited Commences Tender Offer For Any And All Of Its 9 1/8% / 9 7/8 % Senior Toggle Notes Due 2015 And Up To $245 Million Of Its 8 7/8% Senior Notes Due 2015
KINGSTON, Jamaica, Sept. 5, 2012 /PRNewswire/ — Digicel Group 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 dated September 5, 2012 (the “Offer to Purchase”), for any and all of its outstanding 9(1)/8% / 9(7)/8% senior toggle notes due 2015 (the “Senior Toggle Notes”) and up to $245 million (the “maximum tender amount”) of its 8(7)/8% senior notes due 2015 (the “Senior Notes” and together with the Senior Toggle Notes, the “Notes”).
The tender offer documents more fully set forth the terms of the tender offer.
The Notes and other information relating to the tender offer are listed in the table below:
Notes CUSIP/ISIN Principal AmountOutstanding Tender OfferConsideration(1) Early Tender Premium (1) TotalConsideration(2) Number --- ------ Senior 25380WAB2; G27631AB9 /US25380WAB28; Toggle USG27631AB90 Notes $415,142,000 $996.25 $30.00 $1,026.25 ------- ----------------------------------- ------------ ------- ------ --------- Senior 25380WAA4; G27631AA1 /US25380WAA45; Notes USG27631AA18 $1,000,000,000 $995.00 $30.00 $1,025.00 ------- ----------------------------------- -------------- ------- ------ ---------
(1) Per $1,000 principal amount of Notes validly tendered and accepted.
(2) Inclusive of the Early Tender Premium.
Holders who validly tender and not validly withdraw their Senior Toggle Notes prior to 5:00 p.m., New York City time, on Tuesday, September 18, 2012 (the “Early Tender Date”) will be eligible to receive a total consideration of $1,026.25 per $1,000 principal amount of Senior Toggle Notes tendered and accepted for purchase by Digicel, which includes an early tender premium of $30.00 per $1,000 principal amount of Senior Toggle Notes. Holders who validly tender their Senior Toggle Notes after the Early Tender Date and at or prior to the Expiration Time (defined below) will be eligible to receive the tender offer consideration of $996.25 per $1,000 principal amount of Senior Toggle Notes tendered and accepted for purchase by Digicel.
Holders who validly tender and not validly withdraw their Senior Notes at or prior to the Early Tender Date will be eligible to receive a total consideration of $1,025.00 per $1,000 principal amount of Senior Notes tendered and accepted for purchase by Digicel, which includes an early tender premium of $30.00 per $1,000 principal amount of Senior Notes. Holders who validly tender their Senior Notes after the Early Tender Date and at or prior to the Expiration Time will be eligible to receive the tender offer consideration of $995.00 per $1,000 principal amount of Senior Notes tendered and accepted for purchase by Digicel.
If the amount of all Senior Notes validly tendered and not validly withdrawn exceeds the maximum tender amount, the Company will accept for purchase Senior Notes validly tendered and not validly withdrawn on a pro rata basis. We will announce the results of any proration by press release promptly after the Early Tender Date or the Expiration Time, as the case may be. The Company will pay accrued and unpaid interest on all Notes tendered and accepted for payment in the tender offer from the last interest payment date to, but not including, the date on which the Notes are purchased.
The tender offer is scheduled to expire at 11:59 p.m., New York City time, on October 2, 2012, 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 September 18, 2012, unless extended by the Company (the “Withdrawal Date”).
Any tender of the Notes prior to the Withdrawal Date may be validly withdrawn 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 early tender premium.
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 Early Tender Date (subject to proration in the case of the Senior Notes) on a date after the Early Tender Date and prior to the Expiration Time (the “Early Settlement Date”, expected to be September 19, 2012). 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 is subject to the satisfaction or waiver, in the Company’s discretion, of certain conditions, which are more fully described in the Offer to Purchase, including the consummation of the concurrently announced financing transaction.
The Company has retained Citigroup Global Markets Inc. to serve as the dealer manager for the tender offer. Questions regarding the tender offer 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) 873-5600 (toll-free).
None of the Company, the dealer manager or the information agent make any recommendations as to whether holders should tender their Notes pursuant to the tender offer, 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, 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, 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 is being made solely pursuant to the offer to purchase 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.
After 11 years of operation, Digicel has 13.0 million customers across its 30 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.
Visit www.digicelgroup.com for more information.
SOURCE Digicel Group Limited