DigitalGlobe (NYSE: DGI) (the "Company"), a leading global content
provider of high-resolution earth imagery solutions, announced
today that, in connection with 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 to amend the indenture
and security documents governing the Notes (the "Consent
Solicitation"), that holders of approximately 55.6% in principal
amount at maturity of the Notes had tendered and not validly
withdrawn their Notes in the Offer as of 5:00 p.m., New York City
time, on October 5, 2011. Based on receipt of consents from holders
of a majority in principal amount of the Notes, a supplemental
indenture effecting the proposed amendments to the indenture
governing the Notes has been executed. The right of holders to
withdraw tendered Notes and revoke delivered consents expired upon
execution of the supplemental indenture.
The following table shows the amount of Notes validly tendered
and not validly withdrawn as of 5:00 p.m., New York City time, on
October 5, 2011:
Principal Amount
Tendered as of
5:00 p.m. on Percentage of
Security (CUSIP Principal Amount October 5, Outstanding Notes
No.) Outstanding(1) 2011 Tendered
------------------ ----------------- ------------------ -----------------
10.5% Senior $355,000,000 $197,492,000 55.6%
Secured Notes due
2014
(CUSIP 25389MAC3)
(1) Refers to the principal amount payable at maturity.
The Offer and Consent Solicitation will expire at the end of the
day on October 25, 2011 at midnight, New York City time, unless
extended or earlier terminated by the Company (the "Expiration
Date"). Holders of Notes who have not already tendered their Notes
may do so at any time on or prior to the Expiration Date, but
holders who tender their Notes after October 11, 2011 at 5:00 p.m.,
New York City time (the "Consent Payment Deadline") will only be
eligible to receive the tender offer consideration, which is an
amount, paid in cash, equal to the applicable total consideration
of $1,110.55 per $1,000 principal amount at the maturity of the
Notes validly tendered minus the consent payment of $30.00 per
$1,000 principal amount at maturity of Notes, for their Notes. 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 Offer and Consent Solicitation is being made upon the terms
and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated September 21, 2011 and the related
Letter of Transmittal as revised by the Company's press release
dated October 3, 2011 (collectively, the "Offer Documents").
Further details about the terms and conditions of the Offer and
Consent Solicitation are set forth in the Offer Documents.
The Company reserves the right, in its sole discretion, to
modify the terms of the Offer and Consent Solicitation, or to waive
or modify any one or more of the conditions thereto, in whole or in
part, at any time on or before the Expiration Date of the Offer and
Consent Solicitation.
The depositary for the Offer is U.S. Bank National Association
and the information agent is i-Deal, LLC. The Offer Documents were
previously distributed to noteholders. 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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