B Communications Announces Proposed Offering Of Up To $775,000,000 Aggregate
Principal Amount Senior Secured Notes
RAMAT GAN, Israel -- January 30, 2014
B Communications Ltd. (NASDAQ Global Select Market and TASE: BCOM) announced
today that it proposes to offer up to $775,000,000 aggregate principal amount
of Senior Secured Notes (the “Notes”) in U.S. dollar and euro tranches,
subject to market conditions. The U.S. dollar Notes are to be offered and sold
in the United States to qualified institutional buyers pursuant to Rule 144A
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and
to certain qualifying Israeli investors in Israel in offshore transactions in
reliance on Regulation S under the Securities Act. The euro Notes are to be
offered and sold only to certain qualifying investors in offshore transactions
in reliance on Regulation S under the Securities Act.
The Notes will be senior obligations of B Communications and will be
guaranteed by its two wholly-owned subsidiaries, B Communications (SP1) Ltd.
and B Communications (SP2) Ltd. on a senior secured basis.
B Communications plans to use the net proceeds from the offering to repay all
amounts outstanding under the loans it incurred to acquire its controlling
interest in Bezeq – The Israel Telecommunications Corp. Ltd. (“Bezeq”) and to
deposit funds into a debt service account. In addition, subject to the
completion of the Notes offering, B Communications intends to redeem using its
unrestricted cash on hand all of its outstanding Series A Debentures (NIS 186
million as of September 30, 2013).
The Notes have not been registered under the Securities Act or any state
securities laws. They may not be offered or sold within the United States,
except to qualified institutional buyers in reliance on the exemption from
registration provided by Rule 144A under the Securities Act and to certain
persons in offshore transactions in reliance on Regulation S under the
This press release shall not constitute an offer to sell or a solicitation of
an offer to purchase any of these securities, and shall not constitute an
offer, solicitation or sale of the Notes in any state or jurisdiction in which
such an offer, solicitation or sale would be unlawful.
About B Communications Ltd.
B Communications is a telecommunications-oriented holding company and its
primary holding is its controlling interest in Bezeq (TASE: BEZQ), Israel’s
largest telecommunications provider. B Communications shares are traded on the
NASDAQ Global Select Market and the Tel Aviv Stock Exchange under the symbol
This press release contains forward-looking statements that are subject to
risks and uncertainties. Factors that could cause actual results to differ
materially from these forward-looking statements include, but are not limited
to, general business conditions in the industry, changes in the regulatory and
legal compliance environments, the failure to manage growth and other risks
detailed from time to time in B Communications' filings with the Securities
Exchange Commission. These documents contain and identify other important
factors that could cause actual results to differ materially from those
contained in our projections or forward-looking statements. Stockholders and
other readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date on which they are
made. We undertake no obligation to update publicly or revise any
B Communications Ltd.
Idit Cohen – IR Manager
Investor relations contacts:
Mor Dagan - Investor Relations
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