Digicel exchange offers and consent solicitations

Davis Polk is advising 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 five Rule 144A / Regulation S exchange offers to exchange (a) $1.0 billion aggregate principal amount of DGL1’s 8.250% senior notes due 2022 for up to $941.0 million aggregate principal amount of new senior secured notes to be issued by DGL0.5, (b) approximately $937.1 million aggregate principal amount of DGL2’s 8.250% senior notes due 2022 for (I) up to $300.0 million aggregate principal amount of new senior unsecured notes to be issued by DGL0.5 and (II) up to $50.0 million aggregate principal amount of new convertible notes to be issued by DGL0.5, (c) approximately $993.0 million aggregate principal amount of DGL2’s 9.125% senior cash pay/PIK notes due 2024 for (I) up to $100.0 million aggregate principal amount of new DGL0.5 unsecured notes and (II) up to $150.0 million aggregate principal amount of convertible notes, (d) $1.3 billion aggregate principal amount of DL’s 6.00% notes due 2021 for (I) up to $626.6 million aggregate principal amount of additional notes to the existing 8.75% senior secured notes due 2024 co-issued by Holdings and DIFL, (II) up to $317.2 million aggregate principal amount of new senior unsecured notes to be co-issued by Holdings and DIFL, and (III) up to $256.1 million aggregate principal amount of new subordinated notes to be co-issued by Holdings and DIFL and (e) $925.0 million aggregate principal amount of DL’s 6.75% notes due 2023 for up to $786.3 million of new senior unsecured notes to be issued by DL. Davis Polk is also advising 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 and the solicitation of consents to certain amendments to the indenture governing the existing DIFL notes.

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 includes partners Michael Kaplan and Shane Tintle and associates Pedro J. Bermeo and Dennis Chu. Partner Timothy Graulich and associates Gene Goldmintz and Michael Pera provided restructuring advice. The finance team includes partner Joseph P. Hadley and associate Sanders Witkow. Partner Mark J. DiFiore provided equity derivatives advice. Members of the Davis Polk team are based in the New York office.