DigitalGlobe (NYSE: DGI) (the “Company”), a leading global
content provider of high-resolution earth imagery solutions,
announced today that it is commencing a tender offer (the “Tender
Offer”) for any and all of its outstanding 10.5% Senior Secured
Notes due 2014 (CUSIP Number 25389MAC3) (the “Notes”). In
connection with the Tender Offer, the company is soliciting
consents (the “Consent Solicitation” and, together with the Tender
Offer, the “Offer”) of holders of the Notes to authorize the
elimination of most of the restrictive covenants and certain of the
events of default contained in the indenture governing the Notes
and the appointment of a new collateral agent under the security
documents governing the Notes (the “Proposed Amendments”). The
terms and conditions of the Tender Offer and Consent Solicitation
are described in the Offer to Purchase and Consent Solicitation
Statement dated September 21, 2011 and the related Letter of
Transmittal (collectively, the “Offer Documents”). Morgan Stanley
and J.P. Morgan are acting as Dealer Managers.
In conjunction with the Tender Offer, DigitalGlobe intends to
launch new senior secured credit facilities of up to $600 million.
The proposed facilities will consist of a term loan of up to $500
million and a revolving credit facility of up to $100 million. The
Company intends to use the proceeds of the borrowings under the
proposed term loan facility to refinance the Notes by
funding the Tender Offer and for general corporate purposes,
including stock repurchases and acquisitions. As of the date
hereof, there are Notes outstanding in an aggregate principal
amount of $355 million.
The consent payment deadline is 5:00 p.m., New York City time,
on October 4, 2011 (such time and date, as it may be extended by
the Company, the “Consent Payment Deadline”). Holders of Notes
tendered by the Consent Payment Deadline and accepted by the
Company will be entitled to a consent payment. The Tender Offer is
scheduled to expire at the end of the day on October 19, 2011 at
12:00 midnight New York City time (such time and date, as it may be
extended by the Company, the “Expiration Time”), unless amended by
the Company. Notes tendered may be withdrawn at any time at or
before 5 p.m., New York City time, on October 4, 2011 (such time
and date, as it may be extended by the Company, the “Withdrawal
Deadline”) but not thereafter, except as required by law. The
Company may extend the Consent Payment Deadline without extending
the Withdrawal Deadline.
Holders may not tender their Notes without delivering their
consents to the Proposed Amendments and may not deliver consents to
the Proposed Amendments without tendering their Notes. The Company
is seeking consents to the Proposed Amendments as a single
proposal. Accordingly, any consent purporting to consent to the
Proposed Amendments only in part will be deemed a valid delivery of
consent to all of the Proposed Amendments.
As described in further detail in the Offer Documents, the total
consideration for each $1,000 principal amount of Notes validly
tendered (and not validly withdrawn) on or before the Consent
Payment Deadline and accepted for purchase by the Company will be
equal to the sum of (i) the present value of $1,052.50 on May 1,
2012 (the “Redemption Date”) and (ii) the present value of the
interest that would accrue with respect to each $1,000 principal
amount of Notes to, but not including, the Redemption Date, in each
case determined on the basis of a yield to the Redemption Date
equal to the sum of (x) the yield to maturity on the 1.000 % U.S.
Treasury Note due April 30, 2012, as of 2:00 p.m., New York City
time on the Price Determination Date (as described in the Offer
Documents), plus (y) 50 basis points, minus (iii) the accrued and
unpaid interest with respect to each $1,000 principal amount of
Notes from the most recent interest payment date for the Notes to,
but not including, October 7, 2011. The foregoing total
consideration for the Notes includes a consent payment equal to $30
per $1,000 principal amount of the Notes tendered.
Holders who validly tender (and do not subsequently validly
withdraw) their Notes on or before the Consent Payment Deadline
shall receive, on the first business day following the Consent
Payment Deadline on which all conditions to the Offer have been
satisfied or waived, which is currently anticipated to be October
7, 2011 (the “Initial Settlement Date”), if such Notes are accepted
for purchase, the total consideration, which includes the consent
payment, plus accrued and unpaid interest on the Notes from the
most recent interest payment date up to, but not including, the
Initial Settlement Date. Holders who validly tender their Notes
after the Consent Payment Deadline, but on or before the Expiration
Time shall receive, promptly after the Expiration Time, assuming
all conditions to the Offer have been satisfied or waived (the
“Final Settlement Date”), if such Notes are accepted for purchase,
an amount equal to the total consideration minus the consent
payment plus any accrued and unpaid interest on the Notes from the
most recent interest payment date up to, but not including, the
Final Settlement Date.
The Company’s obligation to accept for purchase, and to pay for,
Notes validly tendered and not subsequently validly withdrawn
pursuant to the Offer is conditioned upon the satisfaction or
waiver of the following conditions: (1) a debt financing
transaction on terms and conditions satisfactory to the Company
that provides the Company net proceeds in an amount that is
sufficient to pay the total consideration and estimated fees and
expenses relating to the Offer shall have occurred or shall be
occurring substantially concurrent with the Initial Settlement
Date, (2) at least a majority in outstanding principal amount of
Notes shall have been validly tendered and not validly withdrawn
and the related consents shall have been received and not validly
revoked and a supplemental indenture and security document
amendments giving effect to the Proposed Amendments have been
executed and delivered by the Company, the guarantors and the
trustee and (3) the satisfaction of the general conditions set
forth in the Offer Documents. The Offer may be amended, extended
or, under certain conditions, terminated, as further described in
the Offer Documents.
The depositary for the Offer is U.S. Bank National Association
and the information agent is i-Deal, LLC. The Offer Documents will
be distributed to noteholders promptly. Noteholders with questions
or who would like additional copies of the Offer Documents may call
the information agent, i-Deal, LLC, toll-free at (888) 593-9546.
(Banks and brokers may call collect at (212) 849-5000.) The Dealer
Managers may be contacted at the following numbers: Morgan Stanley
((800) 624-1808 (toll-free), (212) 761-1057 (collect)) and J.P.
Morgan ((800) 245-8812 (toll-free), (212) 270-1200 (collect)).
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell the Notes. The Offer is being made only pursuant to the Offer
Documents that the Company will be distributing to noteholders
promptly. Noteholders should read carefully the Offer Documents
because they contain important information, including the various
terms of and conditions to the Offer. None of the Company, the
Dealer Managers, the solicitation agents, the depositary, the
information agent or their respective affiliates is making any
recommendation as to whether or not noteholders should tender all
or any portion of their Notes in the Tender Offer or deliver their
consents in the Consent Solicitation.
About DigitalGlobe
DigitalGlobe is a leading global provider of commercial
high-resolution earth imagery products and services. Sourced from
our own advanced satellite constellation, our imagery solutions
support a wide variety of uses within defense and intelligence,
civil agencies, mapping and analysis, environmental monitoring, oil
and gas exploration, infrastructure management, Internet portals
and navigation technology. With our collection sources and
comprehensive ImageLibrary (containing more than one billion square
kilometers of earth imagery and imagery products) we offer a range
of on- and off-line products and services designed to enable
customers to easily access and integrate our imagery into their
business operations and applications. For more information, visit
www.digitalglobe.com.
DigitalGlobe is a registered trademark of DigitalGlobe.
Forward Looking Statements
This release may contain forward-looking statements.
Forward-looking statements relate to future events or our future
financial performance. We generally identify forward-looking
statements by terminology such as “may,” “will,” “should,”
“expects,” “plans,” “anticipates,” “could,” “intends,” “target,”
“projects,” “contemplates,” “believes,” “estimates,” “predicts,”
“potential” or “continue” or the negative of these terms or other
similar words, although not all forward-looking statements contain
these words. These statements are only predictions.
Any forward-looking statements contained in this release are
based upon our historical performance and on our current plans,
estimates and expectations. The inclusion of this forward-looking
information should not be regarded as a representation that the
future plans, estimates or expectations contemplated by us will be
achieved. Such forward-looking statements are subject to various
risks and uncertainties and assumptions relating to our operations,
financial results, financial condition, business, prospects, growth
strategy and liquidity. If one or more of these or other risks or
uncertainties materialize, or if our underlying assumptions prove
to be incorrect, our actual results may vary materially from those
indicated in these statements.
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