NOTICE OF GROUP REFINANCING TRANSACTIONS
To the Holders of All Outstanding
SABLE INTERNATIONAL FINANCE LIMITED
$400,000,000 5.750% Senior Secured Notes due 2027 (the “Notes”)
ISIN and CUSIP Nos.:
Regulation S Notes: ISIN USG77636AC57 *, CUSIP G77636AC5*
Rule 144A Notes: ISIN US785712AG56,* CUSIP 785712AG5*
Capitalized terms used herein and not defined in this Notice have the meanings ascribed to them in the Indenture (as defined below).
NOTICE IS HEREBY GIVEN, pursuant to Section 4.03(a)(4) of the indenture, originally dated as of April 5, 2019 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among, inter alios, Sable International Finance Limited, as issuer (the “Issuer”), the initial guarantors named therein, BNY Mellon Corporate Trustee Services Limited, as trustee (the “Trustee”), The Bank of New York Mellon, London Branch, as principal paying agent, and The Bank of New York Mellon SA/NV, Luxembourg Branch, as transfer agent and notes registrar, that the Group Refinancing Transactions (as defined in the Indenture) were effected on January 10, 2020 (the “Group Refinancing Effective Date”).
In connection with the Group Refinancing Transactions, on the Group Refinancing Effective Date:
(1) the Note Guarantees provided Cable & Wireless Communications Limited (“C&W Communications”) and Cable & Wireless Limited (“C&W Limited”) were each automatically and unconditionally released, in each case pursuant to Section 10.01(c) and 10.03 of the Indenture;
(2) C&W Senior Secured Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, having its registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, registered with the General Registry of the Cayman Islands under number 339415 (“C&W SSP”) granted an irrevocable guarantee, as primary obligor and not merely as surety, on a senior basis, of the full and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all payment obligations of the Issuer under the Indenture and the Notes, whether for payment of principal of or interest on or in respect of the Notes, fees, expenses, indemnification or otherwise;
(3) all Liens granted over any properties or assets constituting Collateral owned by C&W Communications and C&W Limited were automatically and unconditionally released, in each case pursuant to Section 10.03 and Section 11.01(b) of the Indenture;
(4) C&W Senior Finance Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, having its registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, registered with the General Registry of the Cayman Islands under number 339414 (“C&W SFL”) entered into a Cayman Islands-law governed equitable mortgage over shares, made between C&W SFL and The Bank of Nova Scotia, as security agent, pursuant to which C&W SFL pledged the capital stock of C&W SSP in favor of the Notes, which now forms part of the Collateral;
(5) C&W SSP entered into an English-law governed security agreement, made between C&W SSP and The Bank of Nova Scotia, as security agent, pursuant to which C&W SSP pledged the capital stock of Sable Holding Limited in favor of the Notes, which now forms part of the Collateral;
(6) Each of C&W SFL and C&W SSP entered into an English-law governed security agreement, made between C&W SFL, C&W SSP and The Bank of Nova Scotia, as security agent, pursuant to which certain subordinated shareholder loans made by C&W SFL to C&W SSP were pledged in favor of the Notes, which now forms part of the Collateral; and
(7) the Intercreditor Amendment and Restatement occurred and the Existing Intercreditor Agreement has been amended and restated in its entirety into the New Intercreditor Agreement.
Following the Group Refinancing Effective Date, the Guarantors of the Notes are C&W
Senior Secured Parent Limited, Sable Holding Limited, CWIGroup Limited, Coral-US Co-Borrower LLC, Cable and Wireless (West Indies) Limited and Columbus International Inc.
By: Sable International Finance Limited, as Issuer
Dated: January 13, 2020
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* These CUSIP / ISIN numbers have been assigned to this issue by Standard and Poor's Corporation and are included solely for the convenience of the Holders. None of the Issuer, the Trustee, the principal paying agent, or any of their respective agents, shall be responsible for the selection or use of these CUSIP numbers, nor is any representation made as to their correctness on the bonds or as indicated in any redemption notice.
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