Aug 2025
Conyers advised Digicel in connection with its offering of US$1.9 billion aggregate principal amount of 8.625% senior secured notes due 2032, co-issued by Digicel International Finance Limited (DIFL). The offering was upsized from the originally announced US$1.5 billion.
In connection with the upsized offering, Digicel will no longer proceed with the previously proposed issuance of senior unsecured notes due 2033 by Digicel MidCo, the indirect parent of DIFL, and DIFL US II LLC.
DIFL is expected to enter into a new seven-year first lien senior secured term loan facility in an aggregate principal amount of US$750 million, and a new five-year first lien senior secured revolving credit facility in an aggregate principal amount of US$200 million. The new credit facilities are anticipated to close alongside the offering.
The senior secured notes and the new credit facilities will be guaranteed by Digicel Intermediate Holdings Limited, the direct parent of DIFL, as well as certain subsidiaries of DIFL. Subject to agreed exclusions and security principles, the obligations will be secured by first priority liens over substantially all assets of DIFL and the guarantors. The revolving credit facility will benefit from payment priority in respect of collateral proceeds during specified enforcement events.
Proceeds from the offering, together with borrowings under the new term loan facility and available cash, will be used to repay DIFL’s existing credit facility and to redeem in full the outstanding 9.00% senior secured first lien notes due 2027 and 10.50% senior notes due 2028.
The Conyers team advising on the matter was led by Director Robert Alexander and Counsel Karoline Tauschke, and included Directors Christian Luthi, Marcello Ausenda, Edward Rance and Rhys Williams, Senior Associates Jessica Harris and Sophia Collis, and Associates Joshua DeAllie and Kyra Dunstan. Conyers worked alongside Davis Polk.