B Communications Announces Closing of $800 Million Aggregate Principal Amount of Senior Secured Notes Due 2021

  B Communications Announces Closing of $800 Million Aggregate Principal
  Amount of Senior Secured Notes Due 2021

Business Wire

RAMAT-GAN, Israel -- February 19, 2014

B Communications Ltd. (NASDAQ Global Select Market and TASE: BCOM) announced
today that it had successfully closed a private offering of $800 million of
7⅜% Senior Secured Notes due 2021 (the “Notes”). The Notes were 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 investors in offshore transactions, including in
Israel, in reliance on Regulation S under the Securities Act.

The Notes are senior obligations of B Communications and are guaranteed (the
“Guarantees”) by its two wholly-owned subsidiaries, B Communications (SP1)
Ltd. and B Communications (SP2) Ltd. (“SP2”), on a senior secured basis. The
Notes and the Guarantees are secured by first priority liens over all of the
capital stock of SP2, the capital stock of Bezeq – The Israel
Telecommunications Corp. Ltd. (“Bezeq”) held by SP2, which currently
constitute approximately 30% of the outstanding voting capital stock of Bezeq,
and additional collateral.

The Notes have been admitted for trading on the system of the Tel Aviv Stock
Exchange for trading by institutional investors, known as TACT Institutional.

B Communications will use the net proceeds from the offering to repay all
amounts outstanding under the loans it incurred to acquire its controlling
interest in Bezeq and to deposit funds into a debt service account. In
addition, B Communications has issued a notice that it will redeem 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
Securities Act.

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
BCOM.

Forward-Looking Statements

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
forward-looking statement.

Contact:

B Communications Ltd.
Idit Cohen – IR Manager
+972-3-924-0000
idit@igld.com
or
Investor relations contacts:
Mor Dagan - Investor Relations
+972-3-516-7620
mor@km-ir.co.il
 
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