DigitalGlobe Announces Tender Offer for 5.25% Senior Notes Due 2021
DigitalGlobe, Inc. (NYSE: DGI)(“DigitalGlobe”) announced today that it commenced a 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 to the related indenture. 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.
Holders of Notes that are validly tendered prior to the consent payment deadline of 5:00 p.m., New York City time, on December 19, 2016 and accepted for purchase will receive total consideration of $1,030.92 per $1,000 principal amount of Notes validly tendered and accepted for purchase, which includes a consent payment of $30.00 per $1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the initial settlement date, which is expected to be December 22, 2016.
Pursuant to the Consent Solicitation, DigitalGlobe is soliciting from holders of the Notes consents to amendments to the indenture governing the Notes that would eliminate most of the covenants and certain events of default applicable to the Notes contained in such indenture and the Notes (the “Amendments”). Adoption of the Amendments requires the consent of the holders of at least a majority of the outstanding principal amount of the Notes. Any holder who tenders Notes pursuant to the Tender Offer must consent to the Amendments. A holder may not revoke a consent without withdrawing the previously tendered Notes to which such consent relates. Notes tendered may only be withdrawn, and related consents revoked, prior to 5:00 p.m., New York City time, on December 19, 2016, unless extended, except in limited circumstances where additional withdrawal rights are required by law.
Holders of Notes that are validly tendered after the consent payment deadline, but prior to the expiration of the Tender Offer, and accepted for purchase will receive the tender offer consideration of $1,000.92 per $1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be January 5, 2017. Holders of Notes tendered after the consent payment deadline and accepted for purchase will not receive a consent payment. Consummation of the Tender Offer and the Consent Solicitation are subject to the satisfaction or waiver of the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, including the financing condition and the supplemental indenture condition described therein. DigitalGlobe may amend, extend or terminate the Tender Offer and the Consent Solicitation in its sole discretion.
This news release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Tender Offer and the Consent Solicitation are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement and related letter of transmittal, copies of which will be delivered to holders of the Notes. Persons with questions regarding the Tender Offer and the Consent Solicitation 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).
About DigitalGlobe
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.
