WESTMINSTER, Colo.--(BUSINESS WIRE)--DigitalGlobe, Inc. (NYSE: DGI)(“DigitalGlobe”) announced today that it commenced a tender offer to purchase for cash (the “Tender Offer”) any and all of the $600.0 million aggregate principal amount outstanding of its 5.25% Senior Notes due 2021 (the “Notes”) and a solicitation of consents (the “Consent Solicitation”) for proposed amendments to the related indenture. The Tender Offer and the Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated December 6, 2016 (the “Offer to Purchase and Consent Solicitation Statement”), and related consent and letter of transmittal. The Tender Offer will expire at 11:59 p.m., New York City time, on January 4, 2017.
Holders of Notes that are validly tendered prior to the consent payment deadline of 5:00 p.m., New York City time, on December 19, 2016 and accepted for purchase will receive total consideration of $1,030.92 per $1,000 principal amount of Notes validly tendered and accepted for purchase, which includes a consent payment of $30.00 per $1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the initial settlement date, which is expected to be December 22, 2016.
Pursuant to the Consent Solicitation, DigitalGlobe is soliciting from holders of the Notes consents to amendments to the indenture governing the Notes that would eliminate most of the covenants and certain events of default applicable to the Notes contained in such indenture and the Notes (the "Amendments"). Adoption of the Amendments requires the consent of the holders of at least a majority of the outstanding principal amount of the Notes. Any holder who tenders Notes pursuant to the Tender Offer must consent to the Amendments. A holder may not revoke a consent without withdrawing the previously tendered Notes to which such consent relates. Notes tendered may only be withdrawn, and related consents revoked, prior to 5:00 p.m., New York City time, on December 19, 2016, unless extended, except in limited circumstances where additional withdrawal rights are required by law.
Holders of Notes that are validly tendered after the consent payment deadline, but prior to the expiration of the Tender Offer, and accepted for purchase will receive the tender offer consideration of $1,000.92 per $1,000 principal amount of Notes, plus any accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be January 5, 2017. Holders of Notes tendered after the consent payment deadline and accepted for purchase will not receive a consent payment. Consummation of the Tender Offer and the Consent Solicitation are subject to the satisfaction or waiver of the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, including the financing condition and the supplemental indenture condition described therein. DigitalGlobe may amend, extend or terminate the Tender Offer and the Consent Solicitation in its sole discretion.
This news release is neither an offer to purchase nor a solicitation of an offer to sell any Notes. The Tender Offer and the Consent Solicitation are being made only pursuant to the Offer to Purchase and Consent Solicitation Statement and related letter of transmittal, copies of which will be delivered to holders of the Notes. Persons with questions regarding the Tender Offer and the Consent Solicitation should contact Barclays Capital Inc., the dealer manager, at (800) 438-3242 (toll free) or (212) 528-7581 (collect) – or the Information Agent, Global Bondholder Services Corporation, at (866) 470-3800 (toll free) or (212) 430-3774 (collect).
DigitalGlobe is a leading provider of commercial high-resolution Earth observation and advanced geospatial solutions that help decision makers better understand our changing planet in order to save lives, resources and time. Sourced from the world's leading constellation, our imagery solutions deliver unmatched coverage and capacity to meet our customers' most demanding mission requirements.
Special note about forward-looking statements
Certain statements contained herein contain forward-looking statements. Forward-looking statements relate to future events or 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,” “continue” or “looks forward to” or the negative of these terms or other similar words, although not all forward-looking statements contain these words. Forward-looking statements are based upon our current expectations and assumptions of future events and are subject to risks and uncertainties that could cause our actual results or performance to differ materially from those indicated by such forward looking statements. Some of the risk and uncertainties that could cause actual results to differ include, but are not limited to: the loss or reduction in scope of any of our primary contracts, or decisions by customers not to exercise renewal options; the availability of government funding for our products and services both domestically and internationally; our ability to meet our obligations under the EnhancedView contract; our reliance on a limited number of vendors to provide certain key products or services to us; breach of our system security measures or loss of our secure facility clearance and accreditation; the loss or damage to any of our satellites; delays in the construction and launch of any of our satellites or our ability to achieve and maintain full operational capacity of all our satellites; loss or damage to the content contained in our ImageLibrary; interruption or failure of our ground systems and other infrastructure; decrease in demand for our imagery products and services; increased competition that may reduce our market share or cause us to lower our prices; changes in political or economic conditions, including fluctuations in the value of foreign currencies, interest rates, energy and commodity prices, trade laws and the effects of governmental initiatives to manage economic conditions; our ability to recruit, hire or retain key employees or a highly skilled and diverse workforce; failure to obtain or maintain required regulatory approvals and licenses; and, changes in U.S. or foreign law or regulation that may limit our ability to distribute our imagery products and services. Additional information concerning these and other risk factors can be found in our filings with the Securities and Exchange Commission, including Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015.
We undertake no obligation to revise or update any forward-looking statements, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.