Company Commences Tender Offer and Consent Solicitation for its 10.5% Senior Secured Notes Due 2014
LONGMONT, Colo. — (BUSINESS WIRE) — September 21, 2011 — 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 Notes tendered may be withdrawn at any time at or before 5 p.m., New York City time, on October 4, 2011 (such time and date, as it may be extended by the Company, the “Withdrawal Deadline”)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.
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.
David Banks, 303-684-4210
Vice President of Investor Relations