DigitalGlobe (NYSE: DGI) (the "Company"), a leading global content
provider of high-resolution earth imagery solutions, announced
today changes to the terms of its previously announced cash tender
offer (the "Offer") to purchase any and all of its outstanding
10.5% Senior Secured Notes due 2014 (CUSIP Number 25389MAC3) (the
"Notes") and related consent solicitation (the "Consent
Solicitation") to amend the indenture and security documents
governing the Notes (the "Proposed Amendments"). The terms and
conditions of the 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 and
Consent (collectively, the "Offer Documents") as revised by this
press release.
The Company has elected to revise the pricing terms of the
Offer. The total consideration per $1,000 principal amount at the
maturity of the Notes validly tendered (and not subsequently
validly withdrawn) on or before the Consent Payment Deadline and
accepted for purchase by the Company will be $1,110.55 (the "Total
Consideration"). The Total Consideration includes a payment of $30
per $1,000 principal amount of Notes (the "Consent Payment")
payable only in respect of Notes tendered (and not subsequently
validly withdrawn) on or before the Consent Payment Deadline
(defined below). Holders who validly tender their Notes after the
Consent Payment Deadline but at or prior to the Expiration Time
(defined below), will be eligible only to receive the "Tender Offer
Consideration," namely the Total Consideration minus the Consent
Payment, or $1,080.55 per $1,000 principal amount at maturity. In
each case, holders whose Notes are accepted for purchase in the
Offer will receive accrued and unpaid interest for such purchased
Notes from the last interest payment date to, but not including,
the applicable settlement date for Notes purchased in the
Offer.
The Company has also elected to extend the Consent Payment
Deadline of the Offer from October 4, 2011 at 5:00 p.m., New York
City time, to October 11, 2011 at 5:00 p.m., New York City time
(the "Consent Payment Deadline"), and the expiration date of the
Offer from at the end of the day on October 19, 2011 at midnight,
New York City time, to at the end of the day on October 25, 2011 at
midnight, New York City time (the "Expiration Time"). Tenders of
Notes in the Offer may be validly withdrawn at any time prior to
the earlier of (i) 5:00 p.m., New York City time, on October 11,
2011 and (ii) the time that holders of at least a majority in
aggregate principal amount of the Notes outstanding, excluding
Notes owned by the Company or its affiliates, authorize the
Proposed Amendments and the Company and the Trustee execute the
related supplemental indenture to the indenture governing the
Notes, but not thereafter, except in certain limited circumstances
where additional withdrawal rights are required by law. Promptly
after the end of the withdrawal period, but in any event before
9:00 a.m., New York City time, on the following business day, the
Company will issue a press release to announce the end of the
withdrawal period.
The initial settlement date for the Offer is expected to occur
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 occur on or around October 12,
2011 and will occur no earlier. The final settlement date for the
Offer is expected to occur promptly after the Expiration Time,
assuming all conditions to the Offer have been satisfied or waived,
and is currently expected to be October 26, 2011.
As of 5:00 p.m., New York City Time, on September 30, 2011,
approximately $50.4 million in aggregate principal amount of Notes,
or 15.2% of the outstanding principal amount, had been validly
tendered and not validly withdrawn pursuant to the Offer.
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 conditions described in the Offer Documents
including, consummation of 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 for all of the outstanding Notes and estimated
fees and expenses relating to the Offer shall have occurred or
shall be occurring substantially concurrent with the initial
settlement date. The Offer may be further 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 previously distributed to noteholders.
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 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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