Digicel gets tenders for 96.6% of 8¼% notes, 95.4% of 7 1/8% notes

By Sarah Lizee

Olympia, Wash., Dec. 24 – Digicel Group Ltd. said it has received tenders for $1,931,559,000, or 96.6%, of its $2 billion 8¼% notes due 2020 and $954,167,000, or 95.4%, of its $1 billion 7 1/8% notes due 2022 as of Dec. 24, according to a press release.

Last week, the company said holders had tendered $1,893,688,000 principal amount, or 94.7%, of the 8¼% notes.

The company is offering to exchange the 8¼% notes due 2020 for up to $1 billion of newly issued 8¼% senior secured notes due 2022 and the 7 1/8% notes for newly issued 8¼% senior cash pay/payment-in-kind notes due 2024 until 11:59 p.m. ET on Jan. 9, extended from 11:59 p.m. ET on Dec. 21.

The offers are being extended to provide remaining holders the opportunity to participate in the exchange, the company said.

Digicel began the offers on Aug. 31 to exchange any all of its outstanding $2 billion 8¼% notes due 2020 and any and all of its outstanding $1 billion 7 1/8% notes due 2022 for new notes to be issued by its subsidiaries.

The offer for the notes due 2022 ended as scheduled at 11:59 p.m. ET on Dec. 21.

As previously announced, Digicel is offering to exchange the 8¼% notes due 2020 for up to $2 billion of new 8¼% notes due 2022 to be issued by indirect subsidiary Digicel Group One Ltd. and its 7 1/8% notes due 2022 for up to $1 billion of new 8¼% senior cash pay/PIK notes due 2024 to be issued by direct subsidiary Digicel Group Two Ltd., the parent of Digicel Group One. Cash interest on the new 2024 notes will accrue at a rate of 7 1/8%, and PIK interest will accrue at a rate of 1 1/8%.

The exchange for the notes due 2020 was extended from 11:59 p.m. ET on Dec. 18.

The company said on Nov. 27 that it extended the exchange offers along with the early deadline for the two series until 11:59 p.m. ET on Dec. 7. The offers were extended from 11:59 p.m. ET on Nov. 16 and before that from 11:59 p.m. ET on Nov. 2.

The company previously extended the early deadline from Oct. 19, Sept. 28 and Sept. 14, saying that it had entered into “constructive” discussions with an ad hoc group of noteholders regarding the exchange offers and related consent solicitations.

On Dec. 19, the company said it has received consents from holders of a majority of the outstanding 2020 notes to amend the indenture to eliminate substantially all of the restrictive covenants and events of default contained.

Holders may no longer withdraw tendered notes.

For each $1,000 principal amount of existing notes tendered by the early tender date, holders will receive $1,000 principal amount of new notes. The total exchange amount includes an early tender premium of $50 principal amount of new notes.

Originally, holders tendering after the early tender date would have received only the tender offer consideration of $950 principal amount of new notes.

Digicel is also soliciting consents from holders of the existing notes to adopt some proposed amendments to the respective indentures. The proposed amendments would eliminate substantially all of the restrictive covenants and events of default contained in each existing indenture.

Adoption of the proposed changes requires consents from holders of a majority of the outstanding principal amount of the applicable series of existing notes.

Each exchange offer is conditioned on at least 90% of the principal amount of the series being tendered, receipt of the consents to amend that series and completion of the other exchange offer.

Holders may not deliver consents without tendering their notes.

The company had said the purpose of the exchange offers is to extend the maturity date of its near-term maturities.

Global Bondholder Services Corp. (866 470-3800, 212 430-3774, contact@gbsc-usa.com) is the exchange agent and information agent for the Rule 144A and Regulation S exchange offers and consent solicitations.

Digicel is a mobile phone network provider based in Kingston, Jamaica.

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