DIGICEL ANNOUNCES SUCCESSFUL COMPLETION OF ITS CONSENT SOLICITATIONS FOR DIGICEL NOTES

EXTENDS GRACE PERIOD FOR DIGICEL LIMITED NOTES

KINGSTON, Jamaica, May 2, 2023 /PRNewswire/ -- Digicel Limited ("DL") has received the requisite consents from holders of its 6.750% Senior Notes due 2023 (the "DL Notes") to:

(a)  effect proposed amendments (the "Proposed DL Amendments") to the indenture governing the DL Notes (the "DL Indenture"), which will:

          (i)  provide for a 15-day extension (with an option for a further 15-day extension with the consent of the holders of the majority of the outstanding aggregate principal of the DL Notes) to the 60-day grace period previously consented to by a majority of the holders of the DL Notes, and

          (ii)  permit the incurrence of debt under a bridge facility in an aggregate principal amount of up to $100.0 million (to finance working capital needs and other general corporate purposes of DIFL and its subsidiaries on an interim basis)

and

(b)  permit a waiver under the DL Indenture (the "DL Waiver") in respect of any Default or Event of Default as defined in the DL Indenture that might occur as a result of:

          (i)  DL electing to pursue or consummate a scheme of arrangement pursuant to section 99 of the Companies Act of 1981 of Bermuda or proceedings (the "DL Scheme") with respect to the DL Notes pursuant to a restructuring support agreement (the "RSA") to be entered into by DL and certain of its subsidiaries, certain holders of the DL Notes and the DIFL Notes (as defined below) and certain lenders under the Digicel International Finance Limited ("DIFL") credit facility, or

          (ii)  Digicel Intermediate Holdings Limited ("DIHL") and DIFL electing to pursue or consummate any scheme of arrangement pursuant to section 99 of the Companies Act of 1981 of Bermuda or proceedings (the "DIFL Scheme") pursuant to the RSA with respect to the DIFL credit facility, the 8.750% Senior Secured Notes due 2024 co-issued by DIHL and DIFL (the "DIFL Secured Notes"), the 13.0% Senior Cash Pay/PIK Notes due 2025 co-issued by DIHL and DIFL (the "DIFL Unsecured Notes") or the 8.0% Subordinated Notes due 2026 co-issued by DIHL and DIFL (the "DIFL Subordinated Notes" and, together with the DIFL Secured Notes and the DIFL Unsecured Notes, the "DIFL Notes").

DIHL and DIFL have also received the requisite consents from holders of each of the DIFL Notes to:

(a)  effect proposed amendments (the "Proposed DIFL Amendments") to the indenture governing the DIFL Secured Notes (the "DIFL Secured Indenture") and the indenture governing the DIFL Unsecured Notes (the "DIFL Unsecured Indenture"), which will permit DIHL and DIFL to enter into a bridge facility and incur additional debt under credit facilities in an aggregate principal amount of up to $100.0 million

and

(b)  a waiver (the "DIFL Waiver") under each of the DIFL Secured Indenture, the DIFL Unsecured Indenture and the indenture governing the DIFL Subordinated Notes (the "DIFL Subordinated Indenture" and together with the DIFL Secured Indenture and the DIFL Unsecured Indenture, the "DIFL Indentures") in respect of any Default or Event of Default as defined in the applicable DIFL Indenture that might occur as a result of:

          (i)  DIHL and DIFL electing to pursue or consummate any DIFL Scheme or proceedings pursuant to the RSA with respect to the DIFL credit facility or any of the DIFL Notes, or

          (ii)  DL electing to pursue or consummate any DL Scheme or proceedings pursuant to the RSA with respect to the DL Notes.

The consent solicitation for the DL Notes expired at 5:00 p.m., New York City time, on April 28, 2023, and the consent solicitations for the DIFL Notes expired at 5:00 p.m., New York City time, on May 1, 2023 (each, an "Expiration Date").

DL, DIHL and DIFL have been advised by Epiq Corporate Restructuring, LLC, the information and tabulation agent for the consent solicitations, that as of the applicable Expiration Date, consents were validly delivered and not validly revoked in respect of approximately 83% in aggregate principal amount of the DL Notes, 83% in aggregate principal amount of the DIFL Secured Notes, 91% in aggregate principal amount of the DIFL Unsecured Notes and 78% in aggregate principal amount of the DIFL Subordinated Notes.

As a result, DL, the guarantors of the DL Notes and Deutsche Bank Trust Company Americas, as trustee, entered into a supplemental indenture to the DL Indenture, dated as of April 28, 2023, giving effect to the Proposed DL Amendments and the DL Waiver. DIHL, DIFL, the guarantors under the applicable DIFL Notes and Deutsche Bank Trust Company Americas, as trustee, also entered into a supplemental indenture to each DIFL Indenture, each dated as of May 1, 2023, giving effect to (a) the Proposed DIFL Amendments, in the case of the DIFL Secured Notes and the DIFL Unsecured Notes, and (b) the DIFL Waiver with respect to each DIFL Indenture.

Important Note

The information herein should not be regarded as an indication that the Company or any other person considered, or now considers, this information to be predictive of actual future results, and does not constitute an admission or representation by any person that such information is material or complete, or that the expectations, beliefs, opinions and assumptions that underlie these materials remain the same as of the date of this disclosure and the information or as of the date indicated contained in these materials may have been superseded by subsequent developments.

Readers are cautioned not to place undue reliance on these materials and are referred to the Company's current public disclosure.

Forward Looking Statement

This material may contain certain "forward-looking statements" and information relating to the Company and its affiliates that reflects the current views and/or expectations of the Company and its management with respect to future events. Such statements are subject to a number of risks, uncertainties and assumptions. All forward-looking statements herein are based on information and data available as of the date they were made, and the Company makes no undertaking to update them in light of new information or future developments.

Forward looking statements herein are necessarily based on a variety of estimates and assumptions may not be realized and are inherently subject to significant business, economic, competitive, industry, regulatory, market, legal and financial uncertainties and contingencies, many of which are and will be beyond the Company's control.

For the avoidance of doubt, and without limiting the foregoing, the materials herein may include forward-looking statements that were prepared and presented at various points in time and that, given the passage of time, may not be consistent with one another or reflective of any view or knowledge of the Company as of the date of this announcement.

THIS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN THE UNITED STATES, AND IT DOES NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). ANY PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES WILL BE MADE BY MEANS OF A PROSPECTUS.

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SOURCE Digicel