We are advising Digicel in connection with the transactions

Davis Polk advised Digicel Group Two Limited (DGL2), Digicel Group One Limited (DGL1), Digicel Group 0.5 Limited (DGL0.5), Digicel Limited (DL), Digicel Holdings (Bermuda) Limited (“Holdings”) and Digicel International Finance Limited (DIFL) – collectively, “Digicel” – in connection with three Rule 144A /  Regulation S exchange offers. Approximately $910 million aggregate principal amount of DGL2’s 8.250% senior notes due 2022 were exchanged for (I) approximately $291 million aggregate principal amount of new senior unsecured notes issued by DGL0.5 and (II) approximately $48 million aggregate principal amount of new convertible notes issued by DGL0.5. Approximately $985 million aggregate principal amount of DGL2’s 9.125% senior cash pay/PIK notes due 2024 were exchanged for (I) approximately $100 million aggregate principal amount of new DGL0.5 unsecured notes and (II) approximately $149 million aggregate principal amount of convertible notes. Approximately $1.3 billion aggregate principal amount of DL’s 6.000% notes due 2021 were exchanged for (I) approximately $626 million aggregate principal amount of additional notes to the existing 8.750% senior secured notes due 2024 co-issued by Holdings and DIFL, (II) approximately $317 million aggregate principal amount of new senior unsecured notes co-issued by Holdings and DIFL and (III) approximately $250 million aggregate principal amount of new subordinated notes co-issued by Holdings and DIF. Davis Polk also advised Digicel on the related solicitations of waivers in respect to certain provisions of and consents to certain amendments to the existing indentures of DGL2, DGL1 and DL.

Additionally, Davis Polk advised DGL1 and its foreign representatives in connection with a Bermuda scheme of arrangement that was supported by over 99% of DGL1’s funded debt creditors and which successfully exchanged $1 billion of secured notes due 2022 for $941 million of newly issued secured notes due 2024 issued by DGL0.5. The foreign representatives sought chapter 15 recognition and enforcement of the scheme of arrangement before Judge Shelley C. Chapman in the United States Bankruptcy Court for the Southern District of New York. At the recognition hearing on June 17, 2020, Judge Chapman overruled the sole objection to recognition and granted all relief sought by the foreign representatives.

Digicel is a total communications and entertainment provider with operations in 32 markets in the Caribbean, Central America and Asia Pacific.

The Davis Polk capital markets team included partners Michael Kaplan and Shane Tintle, and associates Pedro J. Bermeo and Dennis Chu. Partner Timothy Graulich and associate Gene Goldmintz provided restructuring advice. The finance team included partner Joseph P. Hadley and counsel Sanders Witkow. Partner Mark J. DiFiore provided equity derivatives advice. Partner Mario J. Verdolini provided tax advice. All members of the Davis Polk team are based in the New York office.

Copy link to share post