Digicel announces successful closing of consensual restructuring

The completion of the Restructuring marks an important milestone for the Group, which now has a substantially strengthened capital structure.

Digicel Holdings (Bermuda) Limited (DHL and, together with its subsidiaries, the Company or the Group) and its board of directors are pleased to announce that it has successfully completed its consensual financial restructuring (the Restructuring) and Bermuda schemes of arrangement (the Schemes).

The completion of the Restructuring marks an important milestone for the Group, which now has a substantially strengthened capital structure, positioning the Group for long-term success.

Together with the 2023 restructuring of Digicel Group Holdings Limited (DGHL), the Schemes have reduced the Group’s consolidated debt by approximately $1.7 billion and its annual cash interest expense will be reduced by approximately $120 million.

As a result of the Restructuring, the Group extended certain secured and unsecured debt issued by Digicel International Finance Limited (DIFL) and Digicel Intermediate Holdings Limited (DIHL). In addition, certain notes issued by Digicel Limited (DL) and subordinated notes issued by DIFL were equitised. As part of the Restructuring, DHL has become the Group’s new holding company.

In connection with the Restructuring, the board of directors of the reorganised Group has been reconstituted as a nine-member board, including Rajeev Suri as Chairman. The Company welcomes Suri as Chairman and would also like to express its appreciation to Digicel’s former board of directors and to Denis O’Brien as Digicel’s founder and Executive Chairman since inception. Denis O’Brien will continue to be involved in Digicel both as an equity holder in the recapitalised business and as a director of the Company’s reconstituted board.

Digicel Interim Group CEO, Maarten Boute, comments, “It’s good news today for our customers, our communities and all our staff with Digicel on a more solid financial footing enabling it to maintain and increase its longstanding commitments to the region. We are now well poised to continue our proud legacy of impact investing to connect people and build communities, delivering so many benefits to millions of people. I am excited about this new chapter for Digicel and want to take this moment to thank our customers for their loyalty and to convey a very special thank you to the 5,000 amazing Digicel staff members across the region for their continued hard work and dedication.”

Completion of the Restructuring enhances the Group’s ability to compete and thrive in the communications, broadcasting, and financial services sectors, now as a substantially deleveraged company with a right-sized balance sheet. With the support of its new owners, the Group will continue to operate as an unparalleled service provider in all of its operating markets.

Davis Polk & Wardwell LLP and Conyers Dill & Pearman acted as legal counsel and DC Advisory acted as financial advisor for the Company. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Akin Gump LLP acted as legal counsel and Greenhill & Co., LLC acted as financial advisor for the PCG AHG. Paul Hastings LLP acted as legal counsel and Evercore Group L.L.C. acted as financial advisor for the DIFL Secured AHG.

In June 2023, Digicel entered into a consensual restructuring support agreement supported by nearly all holders of each tranche of DL’s and DIFL’s funded debt

The Restructuring was implemented through an exchange offer, Bermuda Schemes of arrangement (in which 100 per cent of voting noteholders voted to approve the Schemes) and an associated US Recognition Proceeding

This concludes Digicel’s restructuring proceedings. The DL and DIFL transaction complements, but is separate from, the restructuring transaction with respect to the Group’s former parent company, Digicel Group Holdings Limited, which successfully closed on November 14, 2023, after the conclusion of a separate Bermuda scheme of arrangement and US Recognition Proceeding

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