DIGICEL Limited Commences Tender Offer and Consent Solicitation for Any and All of Its 7.000% Senior Notes Due 2020

KINGSTON, Jamaica–(BUSINESS WIRE)–Digicel Limited (“Digicel”, the “Company” or “we”) 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 May 8, 2017 (the “Statement”), for any and
all of its outstanding 7.000% Senior Notes due 2020 (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 and reduce the minimum notice period required for optional
redemptions of the Notes to two business days on the terms and subject
to the conditions set forth in the Statement.

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
Numbers

 

Principal Amount
Outstanding

 

Tender Offer
Consideration(1)

 

Consent
Payment (1)

 

Total
Consideration(2)

7.000% Senior Notes due 2020   25380Q AF6; G27649 AD7 / US25380QAF63; USG27649AD72   $250,000,000   $990.00   $30.00   $1,020.00

____________

 

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

Holders who validly tender and do not validly withdraw their Notes prior
to 5:00 p.m., New York City time, on Friday, May 19, 2017 (the “Consent
Date”) will be eligible to receive a total consideration of $1,020.00
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 $990.00
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 June 5, 2017, 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 Tendered Notes may be withdrawn at any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 May 19, 2017,
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, assuming all conditions to the offer have been
satisfied or waived at such time (the “Early Settlement Date”, which
would occur no earlier than May 22, 2017). 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 the consummation of the Company’s
pending new term loan financing. The consent solicitation is also
conditioned upon receipt of the requisite number of consents, although
the tender offer is not conditioned upon such receipt.

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) 470-4300 (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.

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

We are a total communications and entertainment provider with operations
in the Caribbean, Central America and Asia Pacific. We launched services
in Jamaica, our first market, in 2001 and became the market leader
within 15 months of launch. We currently operate wireless services in 32
markets.

After 16 years of operation, total investment to date stands at over
US$5 billion worldwide. The company is renowned for delivering best
value, best service and best network.

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.

Contacts

Digicel Limited
Antonia Graham, +1 876-564-1708
Head of
Communications