Digicel upsizes senior secured notes offering
Digicel has priced its offering of $1.9 billion aggregate principal amount of 8.625 per cent senior secured notes due 2032 to be co-issued by Digicel International Finance.
The offering size was increased by $440 million from the previously announced offering size of $1.5 billion aggregate principal amount of the notes.
A spokesman for the telecommunications firm said that in connection with the upsized offering of the notes, Digicel will no longer be offering the senior unsecured notes due 2033 of Digicel MidCo, the indirect parent of DIFL, and DIFL US II LLC.
The offering of the notes is expected to close on Thursday, subject to the satisfaction of customary closing conditions.
As previously announced, DIFL is also seeking to enter into a new credit facility consisting of a new seven-year first lien senior secured term loans in an aggregate principal amount of $750 million.
It also includes a new five-year first lien senior secured revolving credit facility in an aggregate principal amount of $200 million. The new DIFL credit facilities are expected to be entered into concurrently with the closing of the offering of the notes.
The DIFL secured notes and the new DIFL credit facilities will be guaranteed by Digicel Intermediate Holdings, the direct parent company of DIFL, and certain DIFL subsidiaries.
Subject to certain exceptions for excluded assets and the “agreed security principles”, it will be secured on a first priority basis by liens on substantially all of the assets of DIFL and the guarantors, except that the new DIFL revolver will have payment priority in respect of collateral proceeds in connection with any exercise of or enforcement of remedies during the occurrence and continuance of an event of default, or from any distributions received in an insolvency proceeding.
Digicel intends to use the net proceeds from the offering of the notes, together with the expected proceeds from the new DIFL first lien term loans and available cash, to repay DIFL’s existing credit facility, redeem in full the outstanding 9 per cent senior secured first lien notes due 2027 co-issued by DIHL, DIFL and DIFL US and the outstanding 10.50 per cent senior notes due 2028.
The notes will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the US absent registration or an applicable exemption from registration requirements.