RAMAT GAN, Israel, May 26, 2016
/PRNewswire/ --
B Communications Ltd. (NASDAQ Global Select Market and TASE: BCOM) (the "Company") announced that its
subsidiary [B Communications (SP4) LP] (the "Offeror"), has invited holders of the Company's 7⅜% Senior Secured Notes due
2021 (the "Notes") (CUSIP: 05542Y AA7; ISIN Number: IL0011312266) to submit tenders to purchase their Notes for cash
within a purchase price range of between US$1.00 to US$1.07, in each case inclusive, per
US$1.00 nominal amount of Notes (the "Purchase Price Range"), on the terms and subject to
the conditions contained in its Tender Offer Memorandum dated May 26, 2016 (the
"Memorandum") in accordance with a modified Dutch auction procedure for the Notes (the "Tender Offer ").
Subject to a minimum tender of US$1.00 in principal amount of Notes per holder, the amount in
cash in U.S. dollars to be paid for each US$1.00 principal amount of the Notes accepted for
purchase pursuant to the Tender Offer will be determined in accordance with the modified Dutch auction procedures subject to a
purchase price for Notes tendered within the Purchase Price Range such that the total amount payable (excluding accrued and
unpaid interest thereon up to but not including the Payment Date) for all Notes accepted for purchase (if any) pursuant to the
Tender Offer will allow the purchase of at least US$244 million in aggregate principal amount of
Notes (or such lesser amount of Notes as are validly tendered and not validly withdrawn) at an aggregate purchase price of not
more than US$261 million (subject to rounding and pro ration).
The Offeror intends to fund the purchase of the Notes (if any) under the Tender Offer with funds made available by the
Company, including cash-on-hand and the net cash proceeds of US$244 million from the sale of
115,500,000 ordinary shares of Bezeq-The Israel Telecommunications Corp. Ltd. in February 2016.
Aggregate principal amount of Notes outstanding as of the date hereof: US$800 million. The
Tender Offer will expire at 5:00 pm, London time, on June 27, 2016, unless extended or earlier terminated (such time and date, as the same may be extended, the
"Expiration Date").
CUSIP: 05542Y AA7; ISIN Number: IL0011312266
Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the indenture
governing the Notes or in the Memorandum. The Tender Offer will be made solely by, and subject to terms and conditions set forth
in, the Memorandum, copies of which are available to holders directly from the Information and Tender Agent, subject to the offer
and distribution restrictions set out in the Memorandum.
This announcement contains important information which should be read carefully before any decision is made with respect to
the Tender Offer and must be read in conjunction with the Memorandum. Any individual or company whose Notes are held by a broker,
dealer, commercial bank, trust company or other nominee should contact such entity and instruct such entity, as the holder of
such Notes, as to whether it wishes to participate in the transactions described herein. Noteholders should contact independent
professional advisers for advice on the merits of the Tender Offer including, without limitation, the tax consequences thereof.
The Memorandum contains additional material information about the Tender Offer, the Offeror and the Company and all
Noteholders are urged to read the Memorandum in its entirety, regardless of whether or not they anticipate participating in any
of the Tender Offer.
The Dealer Manager is:
J.P. Morgan Securities LLC
383 Madison Avenue, 3rd floor
New York, New York 10179
USA
Attn: High Yield Syndicate
Inquiries regarding the Tender Offer may be addressed to:
Telephone: +1 (212) 834-2046
Email: alexander.w.silva@jpmorgan.com
The Information and Tender Agent is:
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1 8HA
United Kingdom
Attention: David Shilson / Thomas Choquet
The Information and Tender Agent may be contacted at:
Telephone: +44 207 704 0880
Email: bcomafc@lucid-is.com
The Israeli Tender Agent is:
Epsilon Underwriting & Issuing Ltd.
40 Einstein Street
Ramat Aviv, Tel Aviv 6910203
Israel
Attention: Udi Toibin / Yoav Fogel
The Israeli Tender Agent may be contacted at:
Telephone: +972 3 745 0515
Email: udit@epsilon.co.il / hitum@epsilon.co.il
Neither the Company, the Offeror, the Dealer Manager, the Information and Tender Agent, the Israeli Tender Agent, the Trustee,
the Security Agent nor any other person makes any recommendation as to whether holders of Notes should tender their Notes, and no
one has been authorized to make such a recommendation.
Nothing in this electronic transmission constitutes an offer of, or an invitation to offer, securities for sale in any
jurisdiction.
http://www.bcommunications.co.il
http://ir.bezeq.co.il
http://www.eurocom.co.il
http://www.igld.com
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.
For further information, please contact:
Idit Cohen - IR Manager
idit@igld.com / Tel: +972-3-924-0000
Investor relations contacts:
ISRAEL
Hadas Friedman - Investor Relations
Hadas@km-ir.co.il / Tel: +972-3-516-7620
SOURCE B Communications Ltd.