SOURCE: Digicel


December 08, 2009 12:22 ET

Digicel Limited Announces Early Tender Results and Receipt of Consents From a Majority of Holders of Its 9.25% Senior Notes Due 2012

Increases Tender Offer Consideration and Announces Redemption of Remaining Notes

KINGSTON, JAMAICA--(Marketwire - December 8, 2009) - Digicel Limited today announced that it has received and accepted for purchase approximately $437.8 million aggregate principal amount of its outstanding 9.25% Senior Notes due 2012 (CUSIP/ISIN Nos. 25380QAA7/US25380QAA76 and G27649AA3/USG27649AA34) (the "Notes") validly tendered by 5:00 p.m., New York City time, on December 7th, 2009 (the "Consent Date"), and has received consents from holders of approximately 97.3% of the Notes as of the Consent Date.

The consents are sufficient to effect all of the proposed amendments to the indenture governing the Notes as set forth in Digicel's Offer to Purchase and Consent Solicitation Statement dated November 23, 2009 (the "Statement") and the related Letter of Transmittal and Consent, pursuant to which the tender offer and the consent solicitation are being made. The proposed amendments eliminate substantially all of the restrictive covenants and certain default provisions and also shorten the redemption notice period to three business days. Digicel has executed a supplemental indenture effecting the proposed amendments to the indenture, and the supplemental indenture is binding on the holders of Notes not purchased in the tender offer.

Digicel also announced that it is today revising the terms of its tender offer such that holders who tender their bonds after the date hereof and prior to the tender expiration date will receive a tender offer consideration of US$1,046.25 for every US$1,000 of principal amount of Notes tendered, plus accrued and unpaid interest. Digicel is simultaneously announcing that it is irrevocably calling for redemption of all Notes that remain outstanding after the consummation of the tender offer on December 22, 2009 at the redemption price of US$1,046.25 for every US$1,000 of principal amount of Notes, plus accrued and unpaid interest. Holders may obtain a copy of the official notice of redemption by calling Deutsche Bank Trust Company Americas, the trustee for the Notes, at +1-908-608-3191.

The Company has retained Credit Suisse Securities (USA) LLC to serve as the dealer manager and solicitation agent for the tender offer and the consent solicitation. Questions regarding the tender offer and the consent solicitation may be directed to +1-212-538-1862 (collect) or 800-820-1653. Requests for documents may be directed to D.F. King & Co., Inc., the information agent for the tender offer, at +1-212-269-5550 (collect) or at 800-431-9643 (toll-free).

This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consent with respect to any securities. The tender offer and consent solicitation is being made solely pursuant to the Statement and the related Letter of Transmittal and Consent, which set forth the complete terms of the tender offer and consent solicitation.

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 of 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.


After eight years of operation, Digicel has 8.8 million customers across its Caribbean and Central American markets and is renowned for competitive rates, unbeatable coverage, superior customer care, a wide variety of products and services and state-of-the-art handsets. By offering innovative wireless services and community support, Digicel has become a leading brand in the Caribbean and has placed the region at the cutting-edge of wireless communications -- the company is also a recent entrant to the Central American and, through a sister company, Pacific markets.

Digicel is incorporated in Bermuda and now has operations in 26 markets in the Caribbean and Central America comprising of: Anguilla, Antigua & Barbuda, Aruba, Barbados, Bermuda, Bonaire, the British Virgin Islands, the Cayman Islands, Curacao, Dominica, El Salvador, French Guiana, Grenada, Guadeloupe, Guyana, Haiti, Honduras, Jamaica, Martinique, Panama, St Kitts & Nevis, St. Lucia, St. Vincent & the Grenadines, Suriname, Trinidad & Tobago and Turks & Caicos. The Caribbean company also has coverage in St. Martin and St. Barths.

Digicel Pacific, a sister company of Digicel, has operations in Fiji, Nauru, Papua New Guinea, Samoa, Tonga and Vanuatu.

In total, across its 32 markets, Digicel has 10.3 million subscribers.

Digicel is the lead sponsor of Caribbean and Central American sports teams, including the West Indies Cricket Team and Special Olympics teams throughout the region. Digicel is also title sponsor of the Digicel Caribbean Championships and the Copa de Naciones Digicel, which are the Caribbean and Central American qualifiers to the CONCACAF Gold Cup.

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