July 23, 2025 – Kingston, Jamaica: Digicel today announced it has launched an offering of (i) US$1,550 million aggregate principal amount of senior secured notes due 2032 to be co-issued by Digicel International Finance Limited (“DIFL”) and DIFL US LLC (the “DIFL Secured Notes”) and (ii) US$415 million aggregate principal amount of senior unsecured notes due 2033 to be co-issued by Digicel MidCo Limited (“DML”), the indirect parent of DIFL, and DIFL US II LLC (the “DML Unsecured Notes” and, together with the DIFL Secured Notes, the “Notes”). DIFL is also seeking to enter into a new credit facility consisting of (i) new seven-year first lien senior secured term loans (the “New DIFL First Lien Term Loans”) in an aggregate principal amount of US$750 million and (ii) a new five-year first lien senior secured revolving credit facility (the “New DIFL Revolver” and, together with the New DIFL First Lien Term Loans, the “New DIFL Credit Facilities”) in an aggregate principal amount of US$200 million.
The DIFL Secured Notes and the New DIFL Credit Facilities will be guaranteed by Digicel Intermediate Holdings Limited (“DIHL”), the direct parent company of DIFL and a wholly owned direct subsidiary of DML, and certain of DIFL’s subsidiaries, and, subject to certain exceptions for excluded assets and the “agreed security principles”, 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. The DML Unsecured Notes will be the obligations of the issuers only and will not be guaranteed on their issue date.
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 9.00% Senior Secured First Lien Notes due 2027 co-issued by DIHL, DIFL and DIFL US LLC and the outstanding 10.50% Senior Notes due 2028 co-issued by DML and DIFL US II LLC and pay fees and expenses incurred in connection therewith.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
Forward-Looking Statements
This press release contains forward-looking statements, including with respect to the offering of the Notes, the entry in the New DIFL Credit Facilities and the intended use of proceeds therefrom. 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 or 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.
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