Digicel Announces Consent Solicitation

KINGSTON, Jamaica, April 1, 2020 /PRNewswire/ -- Digicel Holdings (Bermuda) Limited ("Holdings") and Digicel International Finance Limited ("DIFL" or "the Company") today announced, concurrently with the offers to exchange existing debt of Digicel Limited ("DL"), Digicel Group Two ("DGL Two") and Digicel Group One Limited ("DGL One") for various new securities (the "Tender Offers"), the commencement of a consent solicitation seeking consents to effect certain proposed amendments to the indenture (the "Proposed Amendments") governing the existing 8.75% Senior Secured Notes due 2024 co-issued by Holdings and DIFL (the "Existing DIFL Notes"), which will permit, among other things, the incurrence of additional debt under DIFL's senior credit facility of up to $100 million.

Holders of Existing DIFL Notes who validly consent to the Proposed Amendments as part of the Consent Solicitation on or prior to 5:00 p.m., New York City time, on April 8, 2020 (such date and time, as they may be extended, the "Expiration Date"), will be eligible to receive a consent fee of $1.00 in cash for each $1,000 in principal amount of Existing DIFL Notes for which consents are received on or prior to the Expiration Date.

Approval of the Proposed Amendments requires consents from the holders of at least a majority in aggregate principal amount of the Existing DIFL 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 Existing DIFL 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 Existing DIFL Notes would be bound by the terms thereof, even if they did not deliver consents to the Proposed Amendments.

Payment of the consent fee is conditioned upon, among other things, receipt of the Requisite Consents on or prior to the Expiration Date. If all of the conditions to the Consent Solicitation are satisfied or waived, the Company will, promptly after the Expiration Date, pay the consent fee to each holder of Existing DIFL Notes who validly consented and did not revoke their consent on or prior to the Expiration Date.

No consent fee will be paid if the Requisite Consents are not received, if the Consent Solicitation is terminated or if the Proposed Amendments do not otherwise become effective and operative for any reason. Holdings and DIFL reserve the right to terminate, withdraw or amend the Consent Solicitation at any time and from time to time, as described in the Consent Solicitation Statement. None of the Company, the Solicitation Agent (as defined herein), the Information and Tabulation Agent (as defined herein), the trustee or any of their affiliates makes any recommendation as to whether or not holders of the Notes should consent or refrain from consenting with respect to the Notes.

The Consent Solicitation is being made only pursuant to the Consent Solicitation Statement dated April 1, 2020. The Consent Solicitation is not being made to holders of Existing DIFL Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Consent Solicitation to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on behalf of Holdings and DIFL by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Citigroup Global Markets Inc. is acting as solicitation agent (the "Solicitation Agent") for the Consent Solicitation. Epiq Corporate Restructuring, LLC is acting as the information and tabulation agent (the "Information and Tabulation Agent") for the Consent Solicitation.

Requests for the Consent Solicitation Statement may be directed to Epiq Corporate Global Restructuring, LLC at (646) 282-2500 for banks and brokers and at (866) 897-6433 (Toll-Free) or (646) 282-2500 (International) for all others.

Questions or requests for assistance in relation to the Consent Solicitation may be directed to the Solicitation Agent at (212) 723-6106.

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 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.

Antonia Graham
Head of PR
T: +1 876 564 1708 (Jamaica)

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SOURCE Digicel Group Limited