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,
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.
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
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.
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.
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