T-3 1 dp198518_t3-midco.htm FORM T-3

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM T-3

 

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES
UNDER THE TRUST INDENTURE ACT OF 1939

 

Digicel MidCo Limited

(Issuer)
 
(Name of applicant)

 

Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
+1 (441) 500-0099

(Address of principal executive offices)

 

Securities to be Issued Under the Indenture to be Qualified

 

Title of Class

Amount(1)

10.50% Senior Unsecured Notes due 2028 $396,452,333 aggregate principal amount

 

(1)Calculated assuming the Reorganization Transactions (as defined herein) had been consummated on March 31, 2023.

 

Approximate date of issuance

Upon the effective date of the Scheme (as defined herein), which will be approximately December 1, 2023

 

Name and address of agent for service:  
 

John Townsend

Chief Financial Officer
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
+1 (441) 500-0099

  
     
  With copies to:  
Michael Kaplan
Davis Polk & Wardwell LLP
450 Lexington Ave
New York, New York 10017
(212) 450-4000
     

 

The Applicant (as defined below) hereby amends this application for qualification on such date or dates as may be necessary to delay its effectiveness until: (i) the 20th day after the filing of an amendment that specifically states that it shall supersede this application, or (ii) such date as the Securities and Exchange Commission (the “Commission”), acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), may determine upon written request.

 

 

 

 

Explanatory Note

 

Digicel MidCo Limited is referred to herein as the “Issuer” or the “Applicant.” All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Scheme Document (as defined below).

 

General

 

1.General Information

 

Name of Applicant

Form of Organization

Jurisdiction of Organization

Digicel MidCo Limited Company Bermuda

 

2.Securities Act Exemption Applicable

 

Registration of the 10.50% Senior Unsecured Notes due 2028 (the “New Notes”) under the United States Securities Act of 1933, as amended (the “Securities Act”), is not required by reason of Section 3(a)(10) of the Securities Act (“Section 3(a)(10)”). Section 3(a)(10) provides an exemption from the registration provisions of the Securities Act for:

 

“... any security which is issued in exchange for one or more bona fide outstanding securities, claims or property interests...where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear, by any court ...”

 

The New Notes will be issued pursuant to the Indenture, the form of which will be attached hereto as Exhibit T3C (the “Indenture”), among the Issuer and Wilmington Savings Fund Society, FSB (the “Trustee”), in connection with a scheme of arrangement pursuant to Section 99 of the Companies Act 1981 of Bermuda (the “Bermuda Companies Act”) (the “Scheme”), if such Scheme is sanctioned by the Supreme Court of Bermuda (the “Bermuda Court”) and becomes effective (such date of effectiveness, the “Effective Date”). See (a) the scheme document, which is attached as Exhibit T3E-1 and included in the Proxy Solicitation Statement attached as Exhibit T3E-2 sent through the facilities of The Depository Trust Company on August 21, 2023, setting forth the Scheme and (b) the explanatory statement, which will be attached as Exhibit T3E-3, required by Bermuda law to accompany the scheme document setting out all information a DIFL Scheme Creditor (as defined therein) would need to know in order to be able to properly consider whether to vote in favor of the Scheme (together, the “Scheme Document”). The Issuer anticipates providing the Scheme Document to the DIFL Scheme Creditors shortly after this application has been filed. As set forth in more detail in the Scheme Document, the DIFL Secured Noteholders will receive the New Notes issued by the Issuer in exchange for their Scheme Claims (as such term is defined in the Scheme Document) relating to the Existing Unsecured Notes Indenture (as such term is defined in the Scheme Document) and/or the DIFL Unsecured Notes (as such term is defined in the Scheme Document) issued pursuant to such Existing Unsecured Notes Indenture if the Scheme is accepted by at least seventy-five percent by value and a majority in number of those DIFL Scheme Creditors voting at the Scheme Meetings (as such term is defined in the Scheme Document), the Bermuda Court sanctions the Scheme and the Scheme becomes effective.

 

Analysis

 

The issuance of the New Notes as part of the Scheme will satisfy the required elements of the Section 3(a)(10) exemption as follows:

 

(i) The securities must be issued in exchange for securities, claims, or property interests.

 

If the Scheme is sanctioned, the New Notes will be issued in exchange for the DIFL Scheme Creditors’ claims arising from the DIFL Unsecured Notes and/or the Existing Unsecured Notes Indenture.

 

(ii) A court or authorized governmental entity must approve the fairness of the terms and conditions of the exchange.

 

2 

 

Under Section 99 of the Bermuda Companies Act, a Bermuda scheme of arrangement becomes effective in accordance with its terms and is binding on the relevant company and the DIFL Scheme Creditors when the order of the Bermuda Court sanctioning the scheme of arrangement is delivered to the Bermuda Registrar of Companies. The Issuer expects that the hearing to sanction the Scheme (the “Scheme Sanction Hearing”) will take place on or about November 10, 2023. The Bermuda Court’s sanctioning of the Scheme will be relied upon as an approval of the Scheme following a hearing on its fairness to security holders at which hearing all such security holders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such security holders.

 

(iii) The reviewing court or authorized governmental entity must find, before approving the transaction, that the terms and conditions of the exchange are fair to those to whom securities will be issued and be advised before the hearing that the issuer will rely on the Section 3(a)(10) exemption based on the court’s or authorized governmental entity’s approval of the transaction.

 

The Scheme is subject to the approval of the Bermuda Court at the Scheme Sanction Hearing that is expected to take place on or about November 10, 2023. Prior to the Scheme Sanction Hearing, the Bermuda Court will receive the Scheme Documents, which each set forth that the Issuer will rely on the Bermuda Court’s approval of the Scheme as the basis for the Section 3(a)(10) exemption. In the course of the Scheme Sanction Hearing on November 10, 2023, the Issuer will further inform the Bermuda Court that they will rely on the Section 3(a)(10) exemption based on the Bermuda Court’s approval of the transaction. At the Scheme Sanction Hearing, the Bermuda Court must be satisfied that it is a fair scheme of arrangement. It must be a scheme of arrangement that an intelligent and honest man, a member of the class concerned and acting in respect of his interest, might reasonably approve. As such, the Bermuda Court will consider the fairness of the Scheme to the DIFL Scheme Creditors in the course of approving the Scheme and, if it thinks fit, issue an order for the sanctioning of the Scheme.

 

(iv) The court or authorized governmental entity must hold a hearing before approving the fairness of the terms and conditions of the transaction.

 

Effectiveness of the Scheme is subject to the approval of the Bermuda Court following the Scheme Sanction Hearing described above.

 

(v) A governmental entity must be expressly authorized by law to hold the hearing, although it is not necessary that the law require the hearing.

 

The Scheme Sanction Hearing is held pursuant to Section 99 of the Bermuda Companies Act.

 

(vi) The fairness hearing must be open to everyone to whom securities would be issued in the proposed exchange.

 

All DIFL Scheme Creditors (and any other interested parties) will be entitled to appear at the Scheme Sanction Hearing and dissenting DIFL Scheme Creditors will have an opportunity to voice their objections. The Scheme Sanction Hearing will be held by the Bermuda Court in open court.

 

(vii) Adequate notice must be given to everyone to whom securities would be issued in the proposed exchange.

 

Information material to the decision of a DIFL Scheme Creditor whether or not to agree to the Scheme, as provided in the Scheme Document, will be provided to relevant DIFL Scheme Creditors in such a manner as to ensure that such parties receive timely and effective notice. Notice of the Scheme Meeting, and the contents of the Scheme Document and other information to be provided to DIFL Scheme Creditors for the purposes of their participation in the Scheme Meeting, will be provided in accordance with the orders of the Court made on , 2023. As noted above, the Scheme Documents each set forth that the Issuer will rely on the Court’s approval of the Scheme as the basis for the Section 3(a)(10) exemption.

 

(viii) There cannot be any improper impediments to the appearance at the hearing by those persons.

 

There will be no impediments to the appearance of any DIFL Scheme Creditors at the Scheme Sanction Hearing.

 

3 

 

Affiliations

 

3.Affiliates

 

(a)       As of the date hereof, Digicel Investments Limited and limited partnerships and other entities controlled by or acting jointly with Mr. Denis O’Brien (collectively, “DOB”) holds a majority of the voting securities of Digicel Group Holdings Limited (“DGHL”), which is the ultimate indirect parent of the Applicant.

 

Immediately following the completion of the reorganization transactions contemplated by the Proxy Solicitation Statement (including the consummation of the Scheme) (collectively, the “Reorganization Transactions”), (i) one or more funds for which PGIM Inc. or its affiliates acts as investment manager, advisor or sub-advisor (collectively, “PGIM”) and (ii) one or more funds for which Contrarian Capital Management, L.L.C. acts as investment manager, advisor or sub-advisor (collectively, “Contrarian”), in each case, are expected to hold 10% or more of the voting securities of Digicel Holdings (Bermuda) Limited (“DHL”), which will be the ultimate indirect parent of the Applicant immediately after giving effect to the Reorganization Transactions.

 

As result of their ownership of such voting securities and certain governance agreements entered into or to be entered into, as applicable, by such parties, (i) DOB is considered to be an affiliate of the Applicant as of the date hereof and is expected to be an affiliate of the Applicant immediately following the completion of the Reorganization Transactions, and (ii) PGIM and Contrarian are each expected to be affiliates of the Applicant immediately following the completion of the Reorganization Transactions.

 

The following table sets forth information as to each person expected to own 10% or more of the voting securities of DHL after giving effect to the Reorganization Transactions, assuming (i) all holders elect to subscribe for (a) the Exit Preferred Shares (as defined in the Proxy Solicitation Statement) and (b) the Subscription DHL Common Shares (as defined in the Proxy Solicitation Statement) to be issued by DHL in the Reorganization Transactions, (ii) all holders elect to receive Voting DHL Common Shares (as defined in the Proxy Solicitation Statement) and Voting Exit Preferred Shares (as defined in the Proxy Solicitation Statement) in the Reorganization Transactions, (iii) $121 million of Voting Exit Preferred Shares are issued by DHL in the Reorganization Transactions and (iv) all holders receive the applicable Commitment Payment (as defined in the Proxy Solicitation Statement) in the Reorganization Transactions.

 

Name

Percentage of Voting Securities Owned

PGIM

48.4%

Contrarian

16.2%
 

 

(b)       The following is a list of affiliates of the Applicant as of the date of this Application. It is expected that each of the entities listed below will be an affiliate of the Applicant after the consummation of the Reorganization Transactions.

 

Name of Affiliate

Jurisdiction of Incorporation

Owner(s)

Percentage
Owned

Digicel Group Holdings Limited Bermuda Digicel Investments Limited 99.94%
Digicel Caribbean Executive AV Services Ltd. St. Lucia Digicel Group Holdings Limited 100%
Lava Hotel Ltd. Samoa Digicel Caribbean Executive AV Services Ltd. 100%
Digicel Group Executive AV Services Ltd. St. Lucia Digicel Group Holdings Limited 100%
Boom Financial, Inc. Delaware Prism Financial Processing Services Ltd. 95.26%
Qualbun Limited Ireland Digicel International Finance Limited 100%
Cricket Sporting Investments Limited Bermuda

Digicel Group Holdings Limited

 68.51%

 

4 

 

Name of Affiliate

Jurisdiction of Incorporation

Owner(s)

Percentage
Owned

CPL Holdings Limited Bermuda Cricket Sporting Investments Limited 100%
6ixty Limited St. Lucia CPL Holdings Limited 100%
CPL Limited St. Lucia CPL Holdings Limited 95%
CPL US OpCO Limited Delaware CPL Limited 100%
CPL Events Ltd. St. Lucia CPL Limited 100%
STLT20 Limited St. Lucia CPL Limited 100%
CPL Trinidad Limited Trinidad & Tobago CPL Limited 100%
CPL HoldCo (Antigua) Limited St. Lucia CPL Limited 100%
CPL OpCo (Antigua) Limited Jamaica CPL HoldCo (Antigua) Limited 100%
Digicel Limited Bermuda Digicel Group Holdings Limited 100%
Digicel (Central America) Limited Bermuda Digicel Limited 100%
Digicel Holdings (Central America) Limited Bermuda

Digicel (Central America) Limited (43.6%)

Digicel Investments Ltd. (53.15%)

 96.75%
Digicel (Central America) Group Limited Bermuda Digicel Holdings (Central America) Limited 100%
Digicel (Central America Holdings) Limited Bermuda Digicel (Central America) Group Limited 100%
Digicel Holdings Panama Ltd. Bermuda Digicel (Central America Holdings) Limited 100%
Digicel Panama S.A. Panama

Digicel Holdings Panama Ltd. (90%)

Digicel (Jamaica) Limited (10%)

 100%
Turgeau Holdings Limited St. Lucia Digicel Limited 100%
Turgeau Developments S.A. Haiti Turgeau Holdings Limited 99.6%
Mossel Limited Isle of Man Digicel Limited 100%
Future Holdings Limited Bermuda Digicel Limited 100%
Pembroke Fibre Capital Limited Bermuda Future Holdings Ltd. 100%
Future Rights Ltd. England and Wales Future Holdings Ltd. 100%
Digicel Holdings (Bermuda) Limited Bermuda Digicel Limited 100%
Digicel Midco Limited Bermuda Digicel Holdings (Bermuda) Ltd. 100%
Digicel Intermediate Holdings Limited Bermuda Digicel Midco Limited 100%
Digicel International Finance Limited Bermuda Digicel Intermediate Holdings Limited 100%
Onnut Ventures Limited Isle of Man Digicel Limited 100%
Onnut Property Holdings Limited St. Lucia Onnut Ventures Limited 100%
Onnut Property Holdings (Jamaica) Limited Jamaica Onnut Property Holdings Limited 100%
French Caribbean Holdings S.à r.l. Luxembourg Digicel International Finance Limited 100%
Digicel French Caribbean S.A.S. France French Caribbean Holdings S.à r.l. 100%
Madiacom France Digicel French Caribbean S.A.S. 50%
Digicel Antilles Francaises Guyana France Digicel French Caribbean S.A.S. 100%
Digicel IDOM Holdings France Digicel French Caribbean S.A.S. 100%
IDOM Technologies France Digicel IDOM Holdings 100%
Digicel Holdings Limited Barbados Digicel International Finance Limited 100%
Bajan Investments NL Cooperative U.A. Netherlands

Digicel Holdings Limited (99.9%)

Digicel International Finance Limited (0.1%)

 100%
Digicel Investments France S.A.S. France Digicel Investments NL Cooperative U.A. 100%
Digicel Cayman Limited Cayman Islands Digicel Holdings Limited 96.9%
Wireless Ventures (Cayman Islands) Limited Cayman Islands Digicel Cayman Limited 100%
Digicel Cayman Services Limited Cayman Islands Digicel Holdings Limited 100%
Digicel Holdings, Ltd. Cayman Islands Digicel International Finance Limited 100%
Digicel S.A. de C.V. El Salvador

Digicel Holdings, Ltd. (99%)

Digicel Cayman Services Limited (1%)

 100%
Escucha Panama S.A. Panama Digicel Holdings, Ltd. 100%

 

5 

 

Name of Affiliate

Jurisdiction of Incorporation

Owner(s)

Percentage
Owned

Escucha Panama S.A. El Salvador Escucha Panama S.A. 100%
Digicel Guatemala Guatemala Digicel Holdings, Ltd. 90%
Digicel Haiti Holdings Limited St. Lucia Digicel International Finance Limited 100%
Digicel Haiti International Finance Holdings Limited St. Lucia Digicel Haiti Holdings Limited 100%
OneFone S.A. Haiti Digicel Haiti International Finance Holdings Limited 100%
Digicel Haiti International Finance Limited St. Lucia Digicel Haiti International Finance Holdings Limited 100%
Unigestion Holdings S.A. Haiti

Digicel Haiti International Finance Limited (96%)

OneFone S.A. (4%)

 100%
Communication Cellulaire d’Haïti, S.A. Haiti Unigestion Holdings S.A. 100%
MFS Haiti S.A. Haiti Unigestion Holdings S.A. 100%
Alpha Communications Network S.A. Haiti Unigestion Holdings S.A. 100%
NuTV Investments S.A. Haiti Unigestion Holdings S.A. 58.8%
Digicel Satellite Systems S.A. Haiti NuTV Investments 50.2%
Fonkoze Haiti Digicel Haiti International Finance Limited 30.8%
Grand Canal Finance Limited Bermuda Digicel International Finance Limited 100%
Digicel Eastern Caribbean Limited St. Lucia Digicel International Finance Limited 100%
Digicel OECS Limited Barbados Digicel Eastern Caribbean Limited 91.02%
Digicel Sub-Sea Cable Limited St. Lucia Digicel OECS Limited 100%
Digicel Grenada Cable Company Limited Grenada Digicel Sub-Sea Cable Limited 100%
Digicel (St. Lucia) Ltd. St. Lucia Digicel OECS Limited 100%
Digicel Grenada Limited Grenada Digicel Grenada Cable Company Limited 100%
Digicel (St. Vincent) Limited St. Vincent Digicel Grenada Cable Company Limited (Grenada) SVG Branch 100%
Digicel (Dominica) Limited Dominica Digicel Eastern Caribbean Limited 100%
Digicel Grenada Cable Company Limited (Grenada) SVG Branch St. Vincent Digicel Grenada Cable Company Limited 100%
Wireless Ventures (St. Kitts-Nevis) Limited St. Kitts and Nevis Digicel Eastern Caribbean Limited 100%
Digicel (BVI) Limited British Virgin Islands Digicel Eastern Caribbean Limited 100%
Site Acquisition Services (BVI) Limited British Virgin Islands Digicel (BVI) Limited 100%
Digicel (Barbados Holdings) Limited St. Lucia Digicel Eastern Caribbean Limited 75%
Digicel (Barbados) Limited Barbados Digicel (Barbados Holdings) Limited 100%
Cellular Communications (Barbados) SRL Barbados Digicel International Finance Limited 100%
Antigua Wireless Ventures Ltd. Antigua and Barbuda Digicel Eastern Caribbean Limited 100%
Digicel Aruba Holdings B.V. Curaçao Digicel Eastern Caribbean Limited 100%
New Millennium Telecom Services N.V. Aruba Digicel Aruba Holdings B.V. 100%
Fibre Investments Limited St. Lucia Digicel International Finance Limited 100%
Turks & Caicos Broadcasting Limited Turks & Caicos

Fibre Investments Limited

 49%
TCT Limited Turks & Caicos Turks & Caicos Broadcasting Limited 100%
SAT Telecommunications Limited Dominica Fibre Investments Limited 100%
Deep Blue Cable Limited St. Lucia Fibre Investments Limited 100%
Deep Blue Cable (US) Inc. Delaware Deep Blue Cable Limited 100%
Fibre Investments Holdings Limited St. Lucia Fibre Investments Limited 100%
Caribbean Premier Sports Limited St. Lucia Fibre Investments Limited 50%

 

6 

 

Name of Affiliate

Jurisdiction of Incorporation

Owner(s)

Percentage
Owned

Antilles Crossing St. Croix Inc. U.S. Virgin Islands Fibre Investments Holdings Limited 100%
AC (Barbados) IBC Barbados Fibre Investments Holdings Limited 100%
Antilles Crossing (St Lucia) Limited St. Lucia AC Barbados IBC 100%
Caribbean Cable Communications Holdings Limited Anguilla Fibre Investments Limited 100%
Caribbean Cable Communications (Anguilla) Limited Anguilla Caribbean Cable Communications Holdings Limited 95.6%
Cable Television of Nevis Holdings Limited Nevis Caribbean Cable Communications Holdings Limited 96.8%
Caribbean Cable Communications (Nevis) Limited Nevis Cable Television of Nevis Holdings Limited 100%
Caribbean Cable Communications (Montserrat) Limited Montserrat Caribbean Cable Communications Holdings Limited 100%
Digicel Caribbean Limited Barbados Digicel International Finance Limited 100%
Digicel International and Wholesale Group Limited Cayman Islands Digicel Caribbean Limited 100%
Digicel Jamaica Limited Jamaica Digicel Caribbean Limited 100%
Digicel International Business Limited Jamaica Digicel Caribbean Limited 100%
Bamba Holdings Limited St. Lucia Digicel Jamaica Limited 100%
Digicel Cable Communications Limited Jamaica Digicel Jamaica Limited 100%
Digicel Ventures Inc. Florida Digicel Jamaica Limited 100%
Diaspora Talktime Inc. Florida Digicel Jamaica Limited 100%
Digicel USA, Inc. Florida Digicel Jamaica Limited 100%
Digicel USA MV LLC Florida Digicel USA Inc. 100%
First Communications Limited Jamaica Digicel Jamaica Limited 75%
Real Jam TV Limited Jamaica

Digicel Jamaica Limited (25%)

First Communications Limited (25%)

 50%
New Reality (TV) Limited Jamaica

Digicel Jamaica Limited (40%)

First Communications Limited (30%)

 70%
Ring Time TV Limited Jamaica First Communications Limited (30%) 30%
Rising Stars (Caribbean) Limited Barbados

First Communications Limited (50%)

Digicel (Barbados) Limited (50%)

 100%
Trinidad and Tobago Rising Stars Ltd. Trinidad & Tobago First Communications Limited 40%
NewCom Live (St Lucia) Limited St. Lucia Digicel International Finance Limited 75%
New Com Live Panama Panama NewCom Live (St Lucia) Limited 100%
New Com Live El Salvador S.A. de. C.V. El Salvador New Com Live Panama 99.9%
NewCom Communication Private Ltd. Singapore NewCom Live (St Lucia) Limited 100%
New Com Live Haiti Haiti NewCom Live (St Lucia) Limited 100%
NewCom Live Fiji (PTE) Limited Fiji NewCom Communication Private Ltd. 100%
NewCom Live (PNG) Limited Papua New Guinea NewCom Communication Private Ltd. 100%
Telstar Cable Limited Jamaica Digicel Jamaica Limited 100%
Diginoc Limited Jamaica Digicel Jamaica Limited 100%
Symptai Consulting Limited Jamaica Digicel Jamaica Limited 51%
Oceanic Digital Jamaica Limited Jamaica Bamba Holdings Limited 100%
Digicel Trinidad and Tobago International Finance Limited Barbados Digicel International Finance Limited 100%
Digicel Trinidad and Tobago Limited Trinidad & Tobago Digicel Trinidad and Tobago International Finance Limited 100%
MyCash (Trinidad and Tobago) Limited Trinidad & Tobago Digicel Trinidad & Tobago Limited 100%
Digicel Guyana Holdings Limited St. Lucia Digicel International Finance Limited 100%
Digicel Guyana Limited St. Lucia Digicel Guyana Holdings Limited 100%
U-Networks Guyana Limited St. Lucia Digicel Guyana Holdings Limited 100%
U-Mobile, Inc. Guyana U-Networks Guyana Limited 100%

 

7 

 

Name of Affiliate

Jurisdiction of Incorporation

Owner(s)

Percentage
Owned

U-Mobile (Cellular) Inc. Florida Digicel Guyana Limited 100%
Digicel Caribe Holdings Limited St. Lucia Digicel International Finance Limited 100%
IPac Communications Limited Fiji Digicel International Finance Limited 100%
Digicel Pacific Mobile Financial Services Limited Bermuda Digicel International Finance Limited 100%
Wireless Holdings (Bermuda) Limited Bermuda Digicel Caribe Holdings Limited 100%
Telecommunications (Bermuda & West Indies) Limited Bermuda Wireless Holdings Limited 100%
Digicel Holdings BTC Limited Bermuda Telecommunications (Bermuda & West Indies) Limited 100%
The Bermuda Telephone Company Limited Bermuda Digicel Holdings BTC Limited 100%
Pembroke Holdings Limited Bermuda The Bermuda Telephone Company Limited 100%
Transact Limited Bermuda Telecommunications (Bermuda & West Indies) Limited 100%
Wireless Ventures (Anguilla) Limited Anguilla Digicel International Finance Limited 100%
Digicel Curaçao Holdings B.V. Curaçao Digicel International Finance Limited 100%
Antilliano Por N.V. Curaçao Digicel Curaçao Holdings B.V. 99%
Antilliano Por N.V. Bonaire Branch Bonaire Antilliano Por N.V. 100%
Curaçao Telecom N.V. Curaçao Digicel Curaçao Holdings B.V. 100%
Santa Barbara Utilities N.V. Curaçao Digicel Curaçao Holdings B.V. 100%
DIFL US Finance LLC Delaware Digicel International Finance Limited 100%
Digicel Suriname N.V. Suriname Digicel International Finance Limited 87.7%
Digicel Turks & Caicos Holdings Limited Turks and Caicos Digicel International Finance Limited 100%
Digicel (Turks & Caicos) Limited Turks and Caicos Digicel Turks & Caicos Holdings Limited 51%
Site Acquisition Services TCI Limited Trinidad & Tobago Digicel (Turks & Caicos) Limited 100%
Prism Services Holdings Limited St. Lucia Digicel International Finance Limited 92%
Spectrum Loyalty Solutions Limited St. Lucia Prism Services Holdings Limited 100%
Prism Services Inc. Barbados Spectrum Loyalty Solutions Limited 100%
Prism Services Trinidad & Tobago Limited Trinidad & Tobago Prism Services Inc. 100%
Prism Services Limited Jamaica Prism Services Inc. 100%
A.P.M. Holdings Limited Jamaica Prism Services Limited 80%
Paymaster (Jamaica) Limited Jamaica A.P.M. Holdings Limited 100%
Prism MyCash Holdings St. Lucia Prism Services Holdings Limited 100%
Stronghold Data Solutions Bahamas Ltd. Bahamas Prism Services Holdings Limited 100%
Prism Acceptance Holdings St. Lucia Prism Services Holdings Limited 100%
Prism Financial Services (Haiti) S.A. Haiti Prism Services Holdings Limited 96%
Streamline Solutions Holdings Limited St. Lucia Prism Services Holdings Limited 100%
Streamline Solutions Barbados Limited Barbados Streamline Solutions Holdings Limited 100%
Streamline Solutions Jamaica Limited Jamaica Streamline Solutions Holdings Limited 100%
Output Solutions Central America Trinidad Limited Trinidad & Tobago Streamline Solutions Holdings Limited 100%
Streamline Solutions Mailing Limited Trinidad & Tobago Streamline Solutions Holdings Limited 70%
Prism Financial Processing Services Limited Barbados Prism Services Holdings Limited 100%
Prism Financial Services Guyana Inc. Guyana Prism Services Holdings Limited 100%
Prism Services Inc. Florida Prism Services Holdings Limited 100%
Medicard Limited Trinidad & Tobago Prism Services Holdings Limited 100%
Prism Services (Cayman) Limited Cayman Islands Prism Services Holdings Limited 100%
Magna Rewards Caribbean Inc. Barbados Prism Services Holdings Limited 100%
Magna Rewards Trinidad Limited Trinidad & Tobago Magna Rewards Caribbean Inc. 100%
Magna Rewards Jamaica Limited Jamaica Magna Rewards Caribbean Inc. 100%
MediCard Barbados Limited Barbados Magna Rewards Caribbean Inc. 100%

 

8 

 

Name of Affiliate

Jurisdiction of Incorporation

Owner(s)

Percentage
Owned

Prism Financial Services Holdings Limited St. Lucia Prism Services Holdings Limited 100%
Prism (Panama) Holdings SA Panama Prism Services Holdings Limited 100%
Prism Financial Services S.A. de C.V. El Salvador Prism (Panama) Holdings SA 99.5%
Digicel (TCI) Services Limited Turks & Caicos Digicel (Turks & Caicos) Limited 100%
Woodbourne Holdings Limited St. Lucia Digicel International Finance Limited 100%
Fimi Jamaica Investments Limited Jamaica Woodbourne Holdings Limited 100%
Fimisal, S.A de C.V. El Salvador Woodbourne Holdings Limited 100%
Alo Haiti Haiti Woodbourne Holdings Limited 97%
International Media Content Limited Barbados Fibre Investments Limited 100%
Bizmax Limited Jamaica International Media Content Limited 100%
Sportsmax Limited Jamaica International Media Content Limited 100%
Trend Media Limited St. Lucia Digicel International Finance Limited 100%
Trend Media Limited Jamaica Trend Media Limited 100%
Trend Media Communications (Trinidad & Tobago) Limited Trinidad & Tobago Trend Media Limited 100%
Middle Caribbean Network S.A.S. France Digicel Investments France S.A.S. 100%
Middle Caribbean Network Ltd Dominica Middle Caribbean Network S.A.S 100%
Southern Caribbean Fiber SAS France Digicel Investments France S.A.S. 100%
Southern Caribbean Fiber Limited Trinidad & Tobago Southern Caribbean Fiber SAS 100%
Southern Caribbean Fiber Ltd. Antigua Southern Caribbean Fiber SAS 100%
Southern Caribbean Fiber Limited Grenada Southern Caribbean Fiber SAS 100%
Southern Caribbean Fiber Ltd. St. Lucia Southern Caribbean Fiber SAS 100%
Southern Caribbean Fiber Limited St. Vincent and the Grenadines Southern Caribbean Fiber SAS 100%
Southern Caribbean Fiber Ltd. St. Kitts and Nevis Southern Caribbean Fiber SAS 100%
Global Caribbean Crossing SARL France Digicel Investments France S.A.S. 100%
Antilles Crossing LP Delaware

Digicel Investments France S.A.S. (99.9%)

Global Caribbean Crossing SARL (0.1%)

 100%
Antilles Crossing Barbados LP Delaware

Digicel Investments France S.A.S. (99.9%)

Global Caribbean Crossing SARL (0.1%)

 100%
Antilles Crossing International LP Delaware

Digicel Investments France S.A.S. (99.9%)

Global Caribbean Crossing SARL (0.1%)

 100%
Caicos TV Holdings Ltd Turks & Caicos Turks & Caicos Broadcasting Limited 100%

 

The Applicant expects that all of these entities will continue to exist upon consummation of the Reorganization Transactions, in the ownership structure shown above, except that, immediately following consummation of the Reorganization Transactions, (i) Digicel Limited (“DL”) will no longer own DHL, (ii) all of the entities currently owned by DL will be transferred from DL to the Digicel International Finance Limited and (iii) Digicel Intermediate Holdings Limited will become a wholly owned direct subsidiary of the Applicant. As a result of the foregoing, DHL, rather than DGHL, will become the ultimate parent of the Applicant upon consummation of the Reorganization Transactions.

 

Certain directors and officers of the Applicant may be deemed to be “affiliates” of the Applicant by virtue of their positions with the Applicant. See Item 4, “Directors and Executive Officers.”

 

Certain persons may be deemed to be “affiliates” of the Applicant by virtue of their holdings of the voting securities of the Applicant. See Item 5, “Principal Owners of Voting Securities.”

 

9 

 

Management and Control

 

4.Directors and Executive Officers

 

The following tables list the name of, and office held by, each director and executive officer of the Applicant as of the date hereof. The mailing address of each director and executive officer is: c/o Digicel MidCo Limited, 14 Ocean Boulevard, Kingston, Jamaica, W.I.

 

Name

Office

Denis J. O’Brien Director and Chairman
Lawrence Hickey Director
John Townsend Director

 

5.Principal Owners of Voting Securities

 

The principal owners of 10% or more of the voting securities for the Applicant as of (i) the date hereof and (ii) the Effective Date are set forth in the table below.

 

Name and Complete Mailing Address

Title of Class Owned

Amount Owned

Percentage of Voting Securities Owned

Digicel Holdings (Bermuda) Limited(1)

 

 Common shares 12,000 100%
(1) The address of Digicel Holdings (Bermuda) Limited is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

 

Underwriters

 

6.Underwriters

 

(a)None.

 

(b)There are no underwriters for the New Notes proposed to be issued.

 

Capital Securities

 

7.Capitalization

 

(a)The authorized and outstanding securities of the Applicant as of the date hereof are as follows:

 

Title of Class

Amount Authorized

Amount Outstanding

Common Shares 12,000 common shares 12,000 shares

 

(b)One share equals one vote.

 

Indenture Securities

 

8.Analysis of indenture provisions.

 

The New Notes will be subject to the Indenture to be filed as Exhibit T3C hereto. The following is a general description of certain provisions of the Indenture, qualified in its entirety by reference to the form of Indenture to be

 

10 

 

filed as Exhibit T3C hereto. All capitalized and otherwise undefined terms used in this Item 8, “Analysis of indenture provisions” shall have the meanings ascribed to them in the Indenture.

 

(a)       Events of Default; Withholding of Notice

 

Events of Default

 

Each of the following events is an “Event of Default”:

 

(i)       default for 30 days in the payment when due of any interest or any Additional Amounts on any Note;

 

(ii)       default in the payment of the principal of or premium, if any, on any Note at its Maturity (upon acceleration, optional or mandatory redemption, if any, required repurchase or otherwise);

 

(iii)       failure to comply with any covenant or agreement of the Issuer or of any Subsidiary that is contained in the Indenture (other than specified in clause (i) or (ii) above) and such failure continues for a period of 60 days or more after the receipt of written notice as specified in the Indenture;

 

(iv)       default under the terms of any instrument evidencing or securing the Debt of the Issuer or any Subsidiary having an outstanding principal amount in excess of $75.0 million individually or in the aggregate, if that default: (x) results in the acceleration of the payment of such Debt (or permits the holders thereof to accelerate such Debt) or (y) is caused by the failure to pay such Debt at final maturity thereof after giving effect to the expiration of any applicable grace periods and other than by regularly scheduled required prepayment, and such failure to make any payment has not been waived or the maturity of such Debt has not been extended;

 

(v)       [reserved];

 

(vi)       one or more final judgments, orders or decrees (not subject to appeal and not covered by insurance) shall be rendered against the Issuer or any Significant Subsidiary, either individually or in an aggregate amount, in excess of $50.0 million, and either a creditor shall have commenced an enforcement proceeding upon such judgment, order or decree or there shall have been a period of 30 consecutive days or more during which a stay of enforcement of such judgment, order or decree was not (by reason of pending appeal or otherwise) in effect;

 

(vii)       the entry by a court of competent jurisdiction of (A) a decree or order for relief in respect of the Issuer, any Significant Subsidiary or Significant Subsidiary Group in an involuntary case or proceeding under any applicable Bankruptcy Law or (B) a decree or order adjudging the Issuer, any Significant Subsidiary or Significant Subsidiary Group bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer, any Significant Subsidiary or Significant Subsidiary Group under any applicable law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer, any Significant Subsidiary or Significant Subsidiary Group or of any substantial part of their respective properties or ordering the winding up or liquidation of their affairs, and any such decree, order or appointment pursuant to any Bankruptcy Law for relief shall continue to be in effect, or any such other decree, appointment or order shall be unstayed and in effect, for a period of 100 consecutive days;

 

(viii)       (A) the Issuer, any Significant Subsidiary or Significant Subsidiary Group (x) commences a voluntary case or proceeding under any applicable Bankruptcy Law or any other case or proceeding to be adjudicated bankrupt or insolvent or (y) consents to the filing of a petition, application, answer or consent seeking reorganization or relief under any applicable Bankruptcy Law, (B) the Issuer,

 

11 

 

any Significant Subsidiary or Significant Subsidiary Group consents to the entry of a decree or order for relief in respect of the Issuer, such Significant Subsidiary or such Significant Subsidiary Group in an involuntary case or proceeding under any applicable Bankruptcy Law or to the commencement of any bankruptcy or insolvency case or proceeding against it or, (C) the Issuer, any Significant Subsidiary or Significant Subsidiary Group (x) consents to the appointment of, or taking possession by, a custodian, receiver, liquidator, administrator, supervisor, assignee, trustee, sequestrator or similar official of the Issuer, such Significant Subsidiary or such Significant Subsidiary Group or of any substantial part of their respective properties, (y) makes an assignment for the benefit of creditors or (z) admits in writing its inability to pay its debts generally as they become due;

 

(ix)       [reserved];

 

(x)       the occurrence of any default under the CoC Steps Plan caused by the Issuer, any Affiliate thereof, or any of its Subsidiaries or DOB to the extent that (after giving effect to any applicable grace periods, waivers, extensions or other modifications to the CoC Steps Plan made in accordance with the terms thereof) the same permits any party to the Restructuring Support Agreement that is a beneficial holder of Notes to exercise any rights or remedies described in the Restructuring Support Agreement with respect to the CoC Steps Plan, including, if required by the CoC Steps Plan, the failure to use commercially reasonable efforts to facilitate the transfer of certain carve-out assets of entities controlled by DOB after the Issue Date to the Issuer, or the failure to take any other action required by the CoC Steps Plan, in each case, after giving effect to any applicable grace periods, waivers, extensions or other modifications to the CoC Steps Plan made in accordance with the terms thereof; and

 

(xi)       (i) the breach by DHL of any covenant or obligation in the Exit Preferred Shares, after giving effect to any applicable grace period, waiver, or modification thereunder or (ii) the breach by DHL of any obligations with respect to the Specified Intercompany Loans (including any failure by DHL to contribute, or cause to be contributed, to DIFL within 3 Business Days all proceeds received by DHL in respect of the Specified Intercompany Loans after the Cash Cap Condition has been satisfied) and in each case of (i) and (ii) such breach or failure continues for a period of 3 Business Days or more after the receipt of written notice as specified in the Indenture.

 

Acceleration

 

If an Event of Default (other than as specified in clause (vii) or (viii) above with respect to the Issuer) occurs and is continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes then outstanding by written notice to the Issuer (and to the Trustee if such notice is given by the Holders) may, and the Trustee, upon the written request of such Holders, shall, declare the principal of, premium, if any, and any Additional Amounts and accrued interest on all of the outstanding Notes immediately due and payable, and upon any such declaration all such amounts payable in respect of the Notes shall become immediately due and payable.

 

If an Event of Default specified in clause (vii) or (viii) above occurs and is continuing with respect to the Issuer, then the principal of, premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

 

Upon the Notes becoming due and payable upon any Event of Default, whether automatically or by declaration, the entire unpaid principal amount of such Notes, plus, in each case, accrued and unpaid interest thereon, shall all be immediately due and payable.

 

At any time after a declaration of acceleration under the Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Issuer and the Trustee, may rescind such declaration and its consequences if:

 

(i)       the Issuer has paid or deposited with the Trustee a sum sufficient to pay:

 

(A)       all overdue interest and Additional Amounts on all Notes then outstanding;

 

12 

 

(B)       all unpaid principal of and premium, if any, on any outstanding Notes that has become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes;

 

(C)       to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal at the rate borne by the Notes; and

 

(D)       all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

 

(ii)       the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and

 

(iii)      all Events of Default, other than the non-payment of amounts of principal of, premium, if any, and any Additional Amounts and interest on the Notes that has become due solely by such declaration of acceleration, have been cured or waived.

 

No such rescission shall affect any subsequent default or impair any right consequent thereon.

 

Withholding of Notice

 

If a Default or an Event of Default occurs and is continuing and is known to the Trustee, the Trustee will mail to each holder of the Notes notice of the Default or Event of Default within 15 Business Days after its occurrence. Except in the case of a Default or an Event of Default in payment of principal of, premium, if any, Additional Amounts or interest on any Notes, the Trustee may withhold the notice to the holders of such Notes if a committee of its trust officers in good faith determines that withholding the notice is in the interests of the holders of the Notes. Notice to Holders under this paragraph will be given in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act.

 

(b)       Authentication and Delivery of the Notes; Use of Proceeds

 

An authorized member of the Issuer’s board of directors or an executive officer of the Issuer shall sign the Notes on behalf of the Issuer by manual or facsimile signature.

 

If an authorized member of the Issuer’s board of directors or an executive officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

 

A Note shall not be valid or obligatory for any purpose until an authorized signatory of the Trustee manually signs the certificate of authentication on the Note. The signature shall be conclusive evidence that the Note has been authenticated under the Indenture.

 

Upon receipt of an Issuer Order, the Issuer shall execute and the Trustee shall authenticate (a) Original Notes, (b) Additional Notes, from time to time, subject to compliance at the time of issuance of such Additional Notes with the Indenture, it being understood that failure to comply shall constitute a Default but not invalidate any issuance of Additional Notes as Additional Notes under the Indenture, and (c) PIK Notes pursuant to the Indenture. Any issue of Additional Notes or PIK Notes that is to utilize the same ISIN or CUSIP number as a Note already issued hereunder shall be effected in a manner and under circumstances whereby such Additional Notes or such PIK Notes are fungible for U.S. federal income tax purposes with Notes previously issued. Otherwise, the Additional Notes or PIK Notes, as applicable, will have a separate CUSIP or ISIN number.

 

The Trustee may appoint an authenticating agent reasonably acceptable to the Issuer to authenticate the Notes. Unless limited by the terms of such appointment, any such authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in the Indenture to authentication by the Trustee includes authentication by any such agent. An authenticating agent has the same rights as any Registrar, co-Registrar Transfer Agent or Paying Agent to deal with the Issuer or an Affiliate of the Issuer.

 

The Trustee shall have the right to decline to authenticate and deliver any Notes under the Indenture if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability.

 

13 

 

There will be no proceeds from the initial issuance of the New Notes because the New Notes will be exchanged for the DIFL Unsecured Notes pursuant to the Scheme.

 

(c)       Satisfaction and Discharge

 

The Indenture shall be discharged and shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes as expressly provided for in the Indenture) when:

 

(i)       the Issuer has irrevocably deposited or caused to be deposited with the Trustee as funds in trust for such purpose an amount in dollars or U.S. Government Obligations sufficient to pay and discharge the entire Debt on such Notes that have not, prior to such time, been delivered to the Trustee for cancellation, for principal of, premium, if any, and any Additional Amounts and accrued and unpaid interest on the Notes to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be, and the Issuer has delivered irrevocable instructions to the Trustee in the form of an Officer’s Certificate under the Indenture to apply the deposited money toward the payment of Notes at Maturity or on the Redemption Date, as the case may be and either:

 

(A)       all the Notes that have been authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust as provided for in the Indenture) have been delivered to the Trustee for cancellation; or

 

(B)       all Notes that have not been delivered to the Trustee for cancellation (x) have become due and payable (by reason of the mailing of a notice of redemption or otherwise), (y) will become due and payable at Stated Maturity within one year or (z) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the Issuer’s name, and at the Issuer’s expense;

 

(ii)       the Issuer has paid or caused to be paid all sums payable by the Issuer under the Indenture; and

 

(iii)      the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that:

 

(A)       all conditions precedent provided in the Indenture relating to the satisfaction and discharge of the Indenture have been satisfied; and

 

(B)       such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, the Indenture or any other agreement or instrument to which the Issuer or any Subsidiary is a party or by which the Issuer or any Subsidiary is bound.

 

(d)       Evidence Required to be Furnished by the Issuer to the Trustee as to Compliance with the Conditions and Covenants Provided for in the Indenture

 

The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer’s Certificate, stating that in the course of the performance by the signer of its duties as an officer of the Issuer such signer would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period and if any specifying such Default, its status and what action the Issuer is taking or proposed to take with respect thereto. For purposes of this provision, such compliance shall be determined without regard to any period of grace or requirement of notice under the Indenture.

 

If the Issuer shall become aware that (i) any Default or Event of Default has occurred and is continuing or (ii) any Holder seeks to exercise any remedy hereunder with respect to a claimed Default under the Indenture or the Notes, the Issuer shall immediately deliver to the Trustee an Officer’s Certificate specifying such event, notice or other action (including any action the Issuer is taking or proposed to take in respect thereof).

 

14 

 

9.Other Obligors

 

No person, other than the Applicant, will be an obligor of the New Notes.

 

Contents of Application for Qualification. This application for qualification comprises—

 

(a)       Pages numbered 1 to 15, consecutively.

 

(b)       The statement of eligibility and qualification of the trustee under the indenture to be qualified.

 

(c)       The following exhibits in addition to those filed as part of the statement of eligibility and qualification of the trustee:

 

Exhibit

Description

T3A-1 Certificate of Incorporation of the Applicant
T3A-2 Memorandum of Association of the Applicant
T3B Bye-laws of the Applicant
T3C Form of Indenture*
T3D Findings of the Court*
T3E-1 Scheme Document
T3E-2 Proxy Solicitation Statement
T3E-3 Explanatory Statement*
T3F Cross reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the Trust Indenture Act (included in Exhibit T3C hereto)*
25.1 Statement of eligibility and qualification of the trustee on Form T-1

 

 

*To be filed by amendment.

 

15 

 

Signature

 

Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant below, a company organized and existing under the laws of Bermuda, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and attested, all in the city of Kingston, Jamaica, on the 21st day of August, 2023.

 

    Digicel MidCo Limited
       
Attest: /s/ Lawrence Hickey By: /s/ John Townsend
  Name: Lawrence Hickey   Name:   John Townsend
  Title:   Director   Title:     Director