Digicel Extends Expiration Date of Its Tender Offers for Existing DL Notes

KINGSTON, Jamaica, May 18, 2020 /PRNewswire/ -- As part of a deleveraging process by Digicel Group Two Limited ("DGL Two" and, together with its subsidiaries, "Digicel") that aims to reduce its outstanding debt by approximately US$1.7 billion, to approximately US$5.3 billion, and which has already been accepted by the overwhelming majority of its noteholders, Digicel today announced that it is extending the expiration date of its previously announced offers to exchange existing notes of Digicel Limited ("DL") for various new securities (the "Tender Offers"), to facilitate acceptances by the holders of such notes.

The Tender Offers and related solicitations of consents and waivers (the "Solicitations") are being made pursuant to a confidential offering memorandum dated April 1, 2020, as amended or supplemented (the "Offering Memoranda"). Digicel is extending the Expiration Date (as defined in the Offering Memorandum) for 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") to 11:59 p.m., New York City time, on May 20, 2020.

As of the time of this announcement, Digicel has received from holders tenders of (i) $1,175,720,000 aggregate principal amount of Existing DL 2021 Notes, representing approximately 90.44% of such notes and (ii) $66,366,000 aggregate principal amount of Existing DL 2023 Notes, representing approximately 7.17% of such notes.

Any Eligible Holder (as defined below) that tenders Existing DL Notes pursuant to the applicable Tender Offer prior to the Expiration Date will be eligible to receive the applicable Total Tender Consideration (as defined in the Offering Memorandum), including the applicable Early Tender Premium (as defined in the Offering Memorandum), upon the consummation of such Tender Offer.

For the avoidance of doubt, the Withdrawal Deadline (as defined in the Offering Memorandum) 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 DL Notes tendered in the Tender Offers, except in certain limited circumstances as set forth in the Offering Memorandum.

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 DL Notes, at any time and for any reason, including if any of the conditions described in the Offering Memorandum are not satisfied or waived by the Expiration Date.

Documents relating to the Tender Offers and Solicitations (as defined in the Offering Memorandum) will only be distributed to holders of Existing DL 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 Memorandum and related letter 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 tabulation@epiqglobal.com, 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 DL 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 Tender Offers and 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.

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 135e under the Securities Act. The Tender Offers and 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 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