Digicel Announces Tender Offers and Consent Solicitations

KINGSTON, Jamaica, April 1, 2020 /PRNewswire/ -- Digicel Group Two Limited ("DGL Two" and, together with its subsidiaries, "Digicel") today announced the commencement, subject to the terms and conditions set forth in two confidential offering memoranda dated the date hereof (the "Offering Memoranda"), of offers to exchange existing debt of Digicel Limited ("DL"), DGL Two and Digicel Group One Limited ("DGL One") for various new securities (the "Tender Offers"). The purpose of the Tender Offers is aimed at reducing Digicel's leverage, extending its debt maturities, reducing interest costs and improving its liquidity position.

Transaction Context and Rationale

Digicel is a leading communications and entertainment provider, with a standout brand, exceptional people and strong market positions across 32 markets in the Caribbean, Central America and Asia Pacific where it is well positioned for continued growth through its ongoing monetization of its well-invested infrastructure.

Despite many years of significant investment in its world-class networks and infrastructure and solid underlying performances across its markets, Digicel's current debt levels remain high. Digicel has indicated for some time its commitment to reducing its debt to more sustainable levels and the tender offers and consent solicitations are a key step in that process.

The purpose of the Tender Offers and related matters is to extend the maturity date of certain of Digicel's near-term maturities and reduce Digicel's leverage to a more sustainable level. To that end it has constructively engaged with certain of its debtholders about a potential exchange offer that would reduce its debt, extend maturities and reduce ongoing financing costs.  The transaction structure and consideration presented in the Tender Offers are a result of constructive negotiations with certain of its debtholders. As of the date of this announcement, Digicel and its supporting debtholders have signed a Lockup and Support Agreement representing approximately $491 million aggregate principal amount outstanding of Existing DGL1 Notes (as defined below), approximately $475 million aggregate principal amount outstanding of Existing DGL2 2022 Notes (as defined below), approximately $154 million aggregate principal amount outstanding of Existing DGL2 2024 Notes (as defined below) and approximately $391 million aggregate principal amount outstanding of Existing 2021 Notes (as defined below).

If completed with full participation, the Tender Offers and related measures would reduce Digicel's outstanding debt under its bank facilities and bond indentures by approximately $1.7 billion from approximately $7.0 billion to approximately $5.3 billion (excluding lease liabilities), reduce its annual cash interest payments by approximately $130 million and extend its maturities, which will provide increased liquidity and flexibility to access additional liquidity during the next year.

The Exchange Process

In the case of existing DGL Two and DGL One securities, Digicel Group 0.5 Limited ("DGL0.5") (a newly formed holding company that will own all of DGL One's current subsidiaries and other assets upon settlement of the Tender Offers or related Schemes (as defined below) (the "Reorganization Transactions")) is offering to exchange (i) any and all of the outstanding $1.0 billion aggregate principal amount of DGL One's 8.250% Senior Notes due 2022 (the "Existing DGL1 Notes") held by Eligible Holders (as defined below) for up to an aggregate principal amount of $941 million of newly issued notes due 2024 (the "New DGL0.5 Secured Notes") to be issued by DGL0.5 (the "DGL1 Tender Offer"), (ii) any and all of the outstanding $937.1 million aggregate principal amount of DGL Two's 8.250% Senior Notes due 2022 (the "Existing DGL2 2022 Notes") held by Eligible Holders for (x) up to an aggregate principal amount of $300 million of newly issued notes due 2025 (the "New DGL0.5 Unsecured Notes") to be issued by DGL0.5 and (y) up to an aggregate principal amount of $50 million of newly issued 7.00% PIK Perpetual Convertible Notes to be issued by DGL0.5 (the "Convertible Notes") (the "DGL2 2022 Tender Offer") (see the table below for more information) and (iii) any and all of the outstanding $993.0 million aggregate principal amount of DGL Two's 9.125% Senior Cash Pay/PIK Notes due 2024 (the "Existing DGL2 2024 Notes" and, together with the Existing DGL2 2022 Notes, the "Existing DGL2 Notes") held by Eligible Holders for (x) up to an aggregate principal amount of $100 million of New DGL0.5 Unsecured Notes and (y) up to an aggregate principal amount of $150 million of Convertible Notes (the "DGL2 2024 Tender Offer"). The New DGL0.5 Secured Notes will accrue cash interest at a rate of 8.00% and PIK interest at a rate of 2.00%, will be guaranteed by Digicel Pacific Limited, a direct subsidiary of DGL0.5 following the Reorganization Transactions, and be secured by first-priority liens on (i) all capital stock of Digicel Pacific Limited held by DGL0.5 as of the issue date, (ii) all capital stock of DL, a direct subsidiary of DGL0.5 following the Reorganization Transactions, held by DGL0.5 as of the issue date, (iii) DGL0.5's receivable under the Digicel (Central America) Group Limited Credit Facility and (iv) all capital stock of Digicel (PNG) Limited owned by Digicel Pacific Limited (collectively, the "New DGL0.5 Secured Notes Collateral"). The New DGL0.5 Unsecured Notes will accrue cash interest at a rate of 5.00% and PIK interest at a rate of 3.00%. Interest on the New DGL0.5 Secured Notes and New DGL0.5 Unsecured Notes may be paid entirely in kind during the first year after issuance of such Notes.

The Convertible Notes will accrue PIK interest at a rate of 7.00% and if they remain outstanding after the third anniversary are convertible into 49% of the total outstanding common shares of DGL0.5. As disclosed earlier this week, in connection with the tender offer, DGL One and DGL Two have elected to take advantage of a 30-day grace period permitted under the relevant indentures and defer making the interest payment on the (i) Existing DGL1 Notes that was otherwise due on March 30, 2020, (ii) Existing DGL2 2022 Notes that was otherwise due on March 30, 2020 and (iii) the Existing DGL2 2024 Notes that was otherwise due on April 1, 2020. Eligible Holders who tender into the offer will not receive accrued interest and will waive any claim thereto.

In the case of existing DL securities, (i) DL, Digicel Holdings (Bermuda) Limited ("Holdings") and Digicel International Finance Limited ("DIFL") are offering to exchange any and all of the outstanding $1.3 billion aggregate principal amount of DL's 6.00% Notes due 2021 (the "Existing 2021 Notes") held by Eligible Holders for an option (subject to the proration and allocation mechanics set forth in the applicable Offering Memorandum related to the Tender Offers for DL securities) of either (x) up to an aggregate principal amount of $626.6 million of "additional notes" (the "Additional DIFL Secured Notes") to the existing 8.75% Senior Secured Notes due 2024 co-issued by Holdings and DIFL (the "Existing DIFL Notes"), (y) up to an aggregate principal amount of $317.2 million of senior unsecured notes due 2025, to be co-issued by Digicel Holdings (Bermuda) Limited and DIFL (the "New DIFL Unsecured Notes") (the "DL 2021 Tender Offer") and (z) up to an aggregate principal amount of $256.1 million of subordinated notes due 2026, to be co-issued by Digicel Holdings (Bermuda) Limited and DIFL (the "New DIFL Subordinated Notes") and (ii) DL is offering to exchange any and all of DL's outstanding $925.0 million aggregate principal amount of its 6.75% Notes due 2023 (the "Existing 2023 Notes" and, together with the Existing 2021 Notes, the "Existing DL Notes"; the Existing DL Notes together with the Existing DGL1 Notes and the Existing DGL2 Notes the "Existing Notes") held by Eligible Holders for up to an aggregate principal amount of $786.3 million of new senior unsecured notes due 2027 to be issued by DL (the "New DL Notes"). The Additional DIFL Secured Notes will accrue cash interest at a rate of 8.75%, will be guaranteed by each of DIFL's subsidiaries that is an obligor or guarantor under DIFL's senior secured credit facility (the "DIFL Facility") and the Existing DIFL Notes (the "DIFL Guarantors"), and be secured by first-priority liens on substantially all of the tangible and intangible assets of DIFL, Holdings and the DIFL Guarantors, now owned or hereafter acquired, that secure borrowings under the DIFL Facility and the Existing DIFL Notes. The Additional DIFL Secured Notes will vote and be treated, along with the Existing DIFL Notes, as a single class.  The Additional DIFL Secured Notes will not have the same CUSIP and ISIN numbers as the Existing DIFL Notes, and will not be fungible with the Existing DIFL Notes.  The New DIFL Unsecured Notes will accrue cash interest at a rate of 6.0% and PIK interest at a rate of 7.0%. The New DIFL Unsecured Notes will be guaranteed by each of the DIFL Guarantors. The New DIFL Subordinated Notes will accrue cash interest at a rate of 8.0%, which rate is subject to increase if certain additional credit support is not provided as described in the Offering Memorandum, and will be guaranteed on a subordinated basis by each of DL's subsidiaries that are obligors or guarantors of the Existing 2023 Notes. The New DIFL Subordinated Notes will rank equal in right of payment with all existing and future subordinated indebtedness of DIFL and Holdings, including their guarantees of the Existing DL Notes.  The New DL Notes will accrue cash interest at a rate of 8.00%. The New DL Notes will be guaranteed on a subordinated basis by each of DL's subsidiaries that are obligors or guarantors of the Existing 2023 Notes.

Each Tender Offer is subject to the satisfaction or waiver of certain conditions (which may be waived) set forth in the applicable Offering Memorandum, including without limitation, (i) in the case of the DGL2 2022 Tender Offer, a minimum of $468.6 million in aggregate principal amount of Existing DGL2 2022 Notes, (ii) in the case of the DGL2 2024 Tender Offer, a minimum of $496.6 million in aggregate principal amount of Existing DGL2 2024 Notes, (iii) in the case of the DGL1 Tender Offer, a minimum of $500.1 million in aggregate principal amount of Existing DGL1 Notes and (iv) in the case of the DL 2021 Tender Offer, a minimum of $650.1 million in aggregate principal amount of Existing 2021 Notes being validly tendered at or prior to the Expiration Date (or Early Settlement Date, as the case may be) and accepted in the applicable Tender Offers. 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 a series of the Existing Notes, at any time and for any reason, including if any of the conditions described above are not satisfied or waived by the Expiration Date (or the Early Settlement Date, as the case may be). Waivers (as defined below) will become effective, with respect to an Existing Indenture, upon the receipt of Waivers from Eligible Holders holding the majority of the outstanding aggregate principal amount of the applicable series of Existing Notes.

In order to tender Existing Notes pursuant to a Tender Offer, Eligible Holders will be required, at the time of such tender, to certify to us that, (i) in the case of a DGL2 Tender Offer, they (A) have validly tendered and not validly withdrawn any and all Existing DGL2 Notes and Existing DL Notes beneficially owned by them pursuant to the DGL2 Tender Offers and the DL Tender Offers, respectively and (B) will not validly withdraw any such tender of any Existing DGL2 Notes and Existing DL Notes unless they validly withdraw their tender of all Existing DGL2 Notes beneficially owned by them, (ii) in the case of the any other Tender Offer, they (A) have validly tendered and not validly withdrawn any and all Existing Notes of the applicable series beneficially owned by them pursuant to such Tender Offer and (B) will not validly withdraw any such tender of Existing Notes of the applicable series unless they validly withdraw their tender of all Existing Notes of such series, and (iii) they shall not take, encourage, assist or support (or procure that any other person take, encourage, assist or support) any action which would, or would reasonably be expected to, breach, be inconsistent with, delay, impede or prevent the implementation or consummation of the applicable Tender Offer or Scheme.

If the applicable Existing Notes Issuer receives valid tenders not validly withdrawn from Eligible Holders holding at least 75% of the outstanding principal amount of such series of Existing Notes (the "75% Condition"), the applicable Existing Notes Issuer reserves the right to promote a scheme of arrangement pursuant to section 99 of the Companies Act 1981 of Bermuda in respect of such series of Existing Notes providing substantially the same or better economic terms, as determined by the tender agent in its discretion acting in good faith, to such series of Existing Notes than those presented as part of the Tender Offers rather than consummate the applicable Tender Offer (each, a "Scheme"). In connection with any Scheme of Digicel One, Digicel's controlling shareholder would make an equity contribution to DGL0.5, and DGL0.5 would not be owned by Digicel Two or Digicel One. The Existing Notes Issuers anticipate obtaining recognition of any such Schemes under Chapter 15 of the U.S. Bankruptcy Code, which would cause the Schemes (and their effect on the Existing Notes) to become effective and binding on holders of Existing Notes under U.S. law. Further, DGL Two is expected to be placed in liquidation in the event that a Scheme at the DGL One level is consummated.

The issuers of the Existing Notes (the "Existing Notes Issuers") are also soliciting, upon the terms and conditions set forth in the relevant Offering Memorandum, (i) consents to effect certain proposed amendments to the indentures governing the Existing Notes (the "Existing Indentures") (the "Consent Solicitations"), (ii) waivers from Eligible Holders in respect of (x) any default or event of default under the Existing Indentures that might occur as a result of our electing to promote a Scheme with respect to any series of Existing Notes (the "Scheme Default Waiver"), (y) the obligation to furnish financial statements under the Existing Indentures for a period of 90 days following the applicable deadlines set forth therein (the "Reports Waiver") and (z) (I) the right to receive interest due (a) in the case of the Existing DGL1 Notes and Existing DGL2 2022 Notes, on March 30, 2020, and (b) in the case of the Existing DGL2 2024 Notes, on April 1, 2020, and waivers in respect of (II) any claim that may be brought by such Eligible Holder pursuant to the relevant Existing Indenture in respect of such unpaid interest (the "Interest Payment Waiver" and, together with the Scheme Default Waiver and the Reports Waiver, the "Waivers") (the "Waiver Solicitations") and (iii) consents from Eligible Holders of the Existing DGL1 Notes and Eligible Holders of the Existing DGL2 Notes to extend the grace period set forth in Section 6.01(a)(i) of the indenture governing the Existing DGL1 Notes and Existing DGL2 Notes, as applicable, from 30 to 180 days (the "Proposed Event of Default Amendment") (the "Interest Payment Consent Solicitation" and, together with Waiver Solicitations and the Consent Solicitations, the "Solicitations"). The proposed amendments would eliminate substantially all of the restrictive covenants and events of default contained in each Existing Indenture (the "Proposed Amendments").

Timeframe

Eligible Holders who validly tender (and do not validly withdraw) their Existing Notes at or prior to 5:00 p.m., New York City time, on April 14, 2020, unless extended with respect to a Tender Offer (the "Early Tender Date") will be eligible to receive the "Total Tender Consideration" (as set forth in the table below), which includes the "Early Tender Premium". Eligible Holders who validly tender their Existing Notes after the Early Tender Date but at or prior to 11:59 p.m., New York City time, on April 28, 2020, unless extended with respect to a Tender Offer (the "Expiration Date"), will not be eligible to receive the applicable Early Tender Premium and, instead, will be eligible to receive only the "Tender Consideration" set out in the table below.

Consideration

The following tables set forth the Tender Consideration, Early Tender Premium and Total Tender Consideration for each series of Existing Notes validly tendered (and not validly withdrawn) and accepted for exchange in the applicable Tender Offer:

Each Eligible Holder of Existing 2021 Notes tendering its Existing 2021 Notes in the DL 2021 Tender Offer will be required to elect (subject to the proration and allocation mechanics as described below) whether it wishes to receive the Tender Consideration in the form of Additional DIFL Secured Notes, New DIFL Unsecured Notes or New DIFL Subordinated Notes in exchange for each $1,000 principal amount of such Existing 2021 Notes properly tendered and accepted for exchange. However, the aggregate principal amount of New Notes to be issued pursuant to the DL 2021 Tender Offer will be limited to (i) in the case of the Additional DIFL Secured Notes, up to the DIFL Secured Notes Exchange Cap, (ii) in the case of the New DIFL Unsecured Notes, up to the DIFL Unsecured Notes Exchange Cap and (iii) in the case of the New DIFL Subordinated Notes, up to the DIFL Subordinated Notes Exchange Cap. Unless specifically indicated otherwise in the letter of transmittal, Eligible Holders of Existing 2021 Notes who tender any Existing 2021 Notes in the DL 2021 Tender Offer will be deemed to have elected to receive Additional DIFL Secured Notes as the form of Tender Consideration (subject to the proration and allocation mechanics as described below).

If acceptance of all Existing 2021 Notes that are properly tendered (and not validly withdrawn) in the DL 2021 Tender Offer would require us to issue New Notes pursuant to the DL 2021 Tender Offer in an amount that would not exceed the applicable Exchange Cap, then all Eligible Holders whose Existing 2021 Notes are accepted in the DL 2021 Tender Offer will receive their Tender Consideration in the form they elected to receive.

If, however, acceptance of all Existing 2021 Notes that are properly tendered (and not validly withdrawn) in the DL 2021 Tender Offer would require us to issue New Notes pursuant to the DL 2021 Tender Offer in an amount that would, based on elections by Eligible Holders, exceed an Exchange Cap, then all Eligible Holders of Existing 2021 Notes whose Existing 2021 Notes are accepted in the DL 2021 Tender Offer will receive the same proportionate amount of Additional DIFL Secured Notes, New DIFL Unsecured Notes and the New DIFL Subordinated Notes (collectively, the "New DIFL Notes"), irrespective of which series of New Notes an Eligible Holder elected to receive. In this situation, the New Notes that will be issued as Tender Consideration will be allocated to Existing 2021 Notes accepted in the DL 2021 Tender Offer based on a waterfall hierarchy as follows.

First, Additional DIFL Secured Notes will be issued and delivered as Tender Consideration to Eligible Holders whose Existing 2021 Notes are accepted for exchange in connection with the DL 2021 Tender Offer, subject to re-allocation of a prorated portion of this Tender Consideration if the issuance of such Additional DIFL Secured Notes would exceed the DIFL Secured Notes Exchange Cap.

Second, New DIFL Unsecured Notes will be issued and delivered as Tender Consideration to Eligible Holders whose Existing 2021 Notes are accepted for exchange in connection with the DL 2021 Tender Offer, subject to re-allocation of a prorated portion of this Tender Consideration if the issuance of such New DIFL Unsecured Notes would exceed the DIFL Unsecured Notes Exchange Cap.

Third, New DIFL Subordinated Notes will be issued and delivered as Tender Consideration to Eligible Holders whose Existing 2021 Notes are accepted for exchange in connection with the DL 2021 Tender Offer.

For each tranche of New Notes to be issued in the DL 2021 Tender Offer, the aggregate principal amount an Eligible Holder whose Existing 2021 Notes are accepted in the DL 2021 Tender Offer will be entitled to receive will be determined based on the aggregate principal amounts of Existing 2021 Notes tendered and accepted in the DL 2021 Tender Offer and the Exchange Caps as described in more detail in "Description of the Tender Offers, Solicitations and Schemes—Proration and Allocation," which includes a hypothetical example.

Any election to receive a particular tranche of New Notes as Tender Consideration in the DL 2021 Tender Offer will be deemed to include an election to receive the other tranche of New Notes to be issued in the DL 2021 Tender Offer if the DL 2021 Tender Offer or any type of consideration is over-subscribed pursuant to the proration and allocation mechanics described herein. Subject to applicable law, you will have no right to withdraw tendered Existing 2021 Notes if the consideration you elect is over-subscribed and you receive different consideration than your election after the Withdrawal Deadline on the Early Tender Date has passed.

In the event that all outstanding Existing 2021 Notes are tendered and accepted for exchange or DL promotes a Scheme with respect to the Existing 2021 Notes and such Scheme is consummated, each holder of Existing 2021 Notes that tendered their Existing 2021 Notes prior to the Early Tender Date will receive $482 aggregate principal amount of Additional DIFL Secured Notes, $244 aggregate principal amount of New DIFL Unsecured Notes and $197 aggregate principal amount of DIFL Subordinated Notes for every $1,000 principal amount of Existing 2021 Notes tendered.

Other Information

Eligible Holders may not deliver a consent or a waiver in a Solicitation without tendering Existing Notes of the applicable series in the related Tender Offer. If an Eligible Holder tenders Existing Notes in a Tender Offer, such Eligible Holder will be deemed to deliver its consent, with respect to the principal amount of such tendered Existing Notes, to the Proposed Amendments with respect to the applicable series. After the withdrawal deadline of 5:00 p.m., New York City time, on April 14, 2020 (unless extended with respect to a Tender Offer) and before the Expiration Date, upon receipt of valid consents sufficient to effect the Proposed Amendments, the applicable Existing Notes Issuer and the trustee under the Existing Indentures will execute and deliver supplemental indentures relating to the Proposed Amendments with respect to a series of Existing Notes.

To facilitate participation in the Tender Offers, the Existing Notes may be tendered in minimum denominations of $1.00 and integral multiples of $1.00 in excess thereof. This change in the denominations of the Existing Notes will be effective until settlement (or termination) of the Tender Offers.

For the avoidance of doubt, in the event proration is required with respect to Existing 2021 Notes, Digicel will multiply the principal amount of each valid tender of such Existing 2021 Notes by the applicable proration rate and round the resulting amount down to the nearest multiple of $1.00 principal amount to determine the principal amount of such tender to be accepted. Depending on the aggregate principal amount tendered of such Existing 2021 Notes and the proration factor applied, if the principal amount of the Existing 2021 Notes to be returned to an Eligible Holder (as defined below) as a result of proration would result in less than $200,000 principal amount being returned to such Eligible Holder, Digicel, in its sole discretion, will either accept or reject all of such Eligible Holder's validly tendered Existing 2021 Notes.

The New Notes, other than the Additional DIFL Secured Notes, will only be issued in minimum denominations of $1.00 and integral multiples of $1.00 in excess thereof in the Tender Offers. The Additional DIFL Secured Notes will only be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. If, pursuant to a Tender Offer, a tendering Eligible Holder would otherwise be entitled to receive a principal amount of New Notes, other than the Additional DIFL Secured Notes, that is not equal to $1.00 or an integral multiple of $1.00 in excess thereof, such principal amount will be rounded down to the nearest $1.00 or integral multiple of $1.00 in excess thereof, and such Eligible Holder will receive pursuant to the applicable Tender Offer this rounded principal amount of New Notes, and no additional cash will be paid in lieu of any principal amount of New Notes not received as a result of rounding down. If, pursuant to the DL 2021 Tender Offer, a tendering Eligible Holder would otherwise be entitled to receive a principal amount of Additional DIFL Secured Notes that is not equal to $1,000 or an integral multiple of $1,000 in excess thereof, such principal amount will be rounded down to the nearest $1,000 or integral multiple of $1,000 in excess thereof, and such Eligible Holder will receive pursuant to the DL 2021 Tender Offer this rounded principal amount of Additional DIFL Secured Notes, and no additional cash will be paid in lieu of any principal amount of Additional DIFL Secured Notes not received as a result of rounding down. No Eligible Holder may tender less than all of its Existing Notes in a Tender Offer.

Upon the terms and subject to the conditions of each Tender Offer, the settlement date for each Tender Offer will occur promptly after the applicable Expiration Date (the "Final Settlement Date"). The applicable Existing Notes Issuer may elect, in its sole discretion, to settle such Tender Offer for the Existing Notes of the applicable series validly tendered (and not validly withdrawn) prior to the Early Tender Date for such Tender Offer at any time after the applicable Early Tender Date and prior to the applicable Expiration Date (the "Early Settlement Date"). Such Early Settlement Date will be determined at the applicable Existing Notes Issuer's option and, if it elects to have an Early Settlement Date, subject to all conditions of the applicable Tender Offer having been satisfied or waived by it.

Documents relating to the Tender Offers and Consent Solicitations will only be distributed to holders of Existing 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 Consent Solicitations are described in the confidential Offering Memoranda and related letters 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 Consent Solicitations by emailing [email protected], 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 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 Consent Solicitations on a comparable basis. Such holders should contact Digicel and, after furnishing proof of their status as non-qualified institutional buyers that are US persons, will receive information about arrangements available to them.

The new securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

In connection with this transaction, DC Advisory and Davis Polk & Wardwell LLP served as advisors to Digicel. PJT Partners LP, Weil, Gotshal & Manges LLP and Kirkland & Ellis LLP served as advisors to the ad hoc group of debtholders. Citigroup Global Markets Inc. is acting as dealer manager and solicitation agent.

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 Consent 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 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.

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

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SOURCE Digicel Group Limited