Posted: Monday, December 19, 2016
DigitalGlobe, Inc. (NYSE: DGI) (“DigitalGlobe”) announced today, as of the consent payment deadline of 5:00 p.m. New York City time, on December 19, 2016, the results of its previously announced tender offer to purchase for cash (the “Tender Offer”) any and all of the $600.0 million aggregate principal amount outstanding of its 5.25% Senior Notes due 2021 (the “Notes”) and a solicitation of consents (the “Consent Solicitation”) for proposed amendments (the “Proposed Amendments”) to the related indenture governing the Notes. The Tender Offer and the Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated December 6, 2016 (the “Offer to Purchase and Consent Solicitation Statement”), and related consent and letter of transmittal. The Tender Offer will expire at 11:59 p.m., New York City time, on January 4, 2017.
As of the consent payment deadline, a total of $565,587,000 (94.26% outstanding) aggregate principal amount of the outstanding Notes had been validly tendered (and related consents delivered) and not validly withdrawn.
As a result, as of the consent payment deadline, DigitalGlobe received the requisite consents from holders of at least a majority of the outstanding principal amount of the Notes to effect the Proposed Amendments. On December 19, 2016, DigitalGlobe and the trustee for the Notes entered into a supplemental indenture to the indenture governing the Notes, giving effect to the Proposed Amendments. The supplemental indenture is binding as of its execution and will become operative on the initial settlement date of the Tender Offer, which is expected to occur on December 22, 2016.
Holders that validly tendered prior to the consent payment deadline and whose Notes were accepted will receive total consideration of $1,030.92 per $1,000 principal amount of purchased Notes, which includes a consent payment of $30.00 per $1,000 principal amount of Notes, plus accrued and unpaid interest up to, but not including, the initial settlement date of December 22, 2016. Holders that validly tender after the consent payment deadline, but prior to the expiration of the Tender Offer, and whose Notes are accepted, will receive the tender offer consideration of $1,000.92 per $1,000 principal amount of Notes, plus accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be January 5, 2017. Holders of Notes that tender after the consent payment deadline will not receive a consent payment. As the withdrawal time of 5:00 p.m., New York City time, on December 19, 2016 has passed, any tendered Notes may not be withdrawn except as required by law.
This news release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Tender Offer is being made only pursuant to the Offer to Purchase and Consent Solicitation Statement and the related consent and letter of transmittal, copies of which have been delivered to all holders of the Notes. Persons with questions regarding the Tender Offer should contact Barclays Capital Inc., the dealer manager, at (800) 438-3242 (toll free) or (212) 528-7581 (collect) – or the Information Agent, Global Bondholder Services Corporation, at (866) 470-3800 (toll free) or (212) 430-3774 (collect).
DigitalGlobe is a leading provider of commercial high-resolution Earth observation and advanced geospatial solutions that help decision makers better understand our changing planet in order to save lives, resources and time. Sourced from the world's leading constellation, our imagery solutions deliver unmatched coverage and capacity to meet our customers' most demanding mission requirements.
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