SOURCE: DigitalGlobe


October 03, 2011 12:17 ET

DigitalGlobe Announces Change to the Terms of Tender Offer and Consent Solicitation

LONGMONT, CO--(Marketwire - Oct 3, 2011) - DigitalGlobe (NYSE: DGI) (the "Company"), a leading global content provider of high-resolution earth imagery solutions, announced today changes to the terms of its previously announced cash tender offer (the "Offer") to purchase any and all of its outstanding 10.5% Senior Secured Notes due 2014 (CUSIP Number 25389MAC3) (the "Notes") and related consent solicitation (the "Consent Solicitation") to amend the indenture and security documents governing the Notes (the "Proposed Amendments"). The terms and conditions of the Offer and Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, dated September 21, 2011, and the related Letter of Transmittal and Consent (collectively, the "Offer Documents") as revised by this press release.

The Company has elected to revise the pricing terms of the Offer. The total consideration per $1,000 principal amount at the maturity of the Notes validly tendered (and not subsequently validly withdrawn) on or before the Consent Payment Deadline and accepted for purchase by the Company will be $1,110.55 (the "Total Consideration"). The Total Consideration includes a payment of $30 per $1,000 principal amount of Notes (the "Consent Payment") payable only in respect of Notes tendered (and not subsequently validly withdrawn) on or before the Consent Payment Deadline (defined below). Holders who validly tender their Notes after the Consent Payment Deadline but at or prior to the Expiration Time (defined below), will be eligible only to receive the "Tender Offer Consideration," namely the Total Consideration minus the Consent Payment, or $1,080.55 per $1,000 principal amount at maturity. In each case, holders whose Notes are accepted for purchase in the Offer will receive accrued and unpaid interest for such purchased Notes from the last interest payment date to, but not including, the applicable settlement date for Notes purchased in the Offer.

The Company has also elected to extend the Consent Payment Deadline of the Offer from October 4, 2011 at 5:00 p.m., New York City time, to October 11, 2011 at 5:00 p.m., New York City time (the "Consent Payment Deadline"), and the expiration date of the Offer from at the end of the day on October 19, 2011 at midnight, New York City time, to at the end of the day on October 25, 2011 at midnight, New York City time (the "Expiration Time"). Tenders of Notes in the Offer may be validly withdrawn at any time prior to the earlier of (i) 5:00 p.m., New York City time, on October 11, 2011 and (ii) the time that holders of at least a majority in aggregate principal amount of the Notes outstanding, excluding Notes owned by the Company or its affiliates, authorize the Proposed Amendments and the Company and the Trustee execute the related supplemental indenture to the indenture governing the Notes, but not thereafter, except in certain limited circumstances where additional withdrawal rights are required by law. Promptly after the end of the withdrawal period, but in any event before 9:00 a.m., New York City time, on the following business day, the Company will issue a press release to announce the end of the withdrawal period.

The initial settlement date for the Offer is expected to occur on the first business day following the Consent Payment Deadline on which all conditions to the Offer have been satisfied or waived, which is currently anticipated to occur on or around October 12, 2011 and will occur no earlier. The final settlement date for the Offer is expected to occur promptly after the Expiration Time, assuming all conditions to the Offer have been satisfied or waived, and is currently expected to be October 26, 2011.

As of 5:00 p.m., New York City Time, on September 30, 2011, approximately $50.4 million in aggregate principal amount of Notes, or 15.2% of the outstanding principal amount, had been validly tendered and not validly withdrawn pursuant to the Offer.

The Company's obligation to accept for purchase, and to pay for, Notes validly tendered and not subsequently validly withdrawn pursuant to the Offer is conditioned upon the satisfaction or waiver of the conditions described in the Offer Documents including, consummation of a debt financing transaction on terms and conditions satisfactory to the Company that provides the Company net proceeds in an amount that is sufficient to pay the Total Consideration for all of the outstanding Notes and estimated fees and expenses relating to the Offer shall have occurred or shall be occurring substantially concurrent with the initial settlement date. The Offer may be further amended, extended or, under certain conditions, terminated, as further described in the Offer Documents.

The depositary for the Offer is U.S. Bank National Association and the information agent is i-Deal, LLC. The Offer Documents will be distributed to noteholders promptly. Noteholders with questions or who would like additional copies of the Offer Documents may call the information agent, i-Deal, LLC, toll-free at (888) 593-9546. (Banks and brokers may call collect at (212) 849-5000.) The Dealer Managers may be contacted at the following numbers: Morgan Stanley ((800) 624-1808 (toll-free), (212) 761-1057 (collect)) and J.P. Morgan ((800) 245-8812 (toll-free), (212) 270-1200 (collect)).

This news release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. The Offer is being made only pursuant to the Offer Documents that the Company previously distributed to noteholders. Noteholders should read carefully the Offer Documents because they contain important information, including the various terms of and conditions to the Offer. None of the Company, the Dealer Managers, the solicitation agents, the depositary, the information agent or their respective affiliates is making any recommendation as to whether or not noteholders should tender all or any portion of their Notes in the Offer or deliver their consents in the Consent Solicitation.

About DigitalGlobe

DigitalGlobe is a leading global provider of commercial high-resolution earth imagery products and services. Sourced from our own advanced satellite constellation, our imagery solutions support a wide variety of uses within defense and intelligence, civil agencies, mapping and analysis, environmental monitoring, oil and gas exploration, infrastructure management, Internet portals and navigation technology. With our collection sources and comprehensive ImageLibrary (containing more than one billion square kilometers of earth imagery and imagery products) we offer a range of on- and off-line products and services designed to enable customers to easily access and integrate our imagery into their business operations and applications. For more information, visit

DigitalGlobe is a registered trademark of DigitalGlobe.

Forward Looking Statements

This release may contain forward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar words, although not all forward-looking statements contain these words. These statements are only predictions.

Any forward-looking statements contained in this release are based upon our historical performance and on our current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation that the future plans, estimates or expectations contemplated by us will be achieved. Such forward-looking statements are subject to various risks and uncertainties and assumptions relating to our operations, financial results, financial condition, business, prospects, growth strategy and liquidity. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from those indicated in these statements.