B Communications Ltd. (the “
Company”) (NASDAQ
Global Select Market and TASE: BCOM).
Further to previous reports, B Communications
Ltd (“Bcom” or the “Company”) is pleased to report that we have
signed a definitive agreement with an investor group led by
Searchlight Capital Partners, L.P. (“Searchlight”) and the Fuhrer
Family Office (the “Fuhrer Family”) (collectively, the
“Transaction”).
The Transaction, if completed, will facilitate
an overall cash injection of NIS 640 million into the Company’s
treasury, stabilizing and significantly improving the Company’s
financial position. As a result of the Transaction, Bcom will fully
repay its Series B Debentures and make an early repayment of NIS
614 million on its Series C Debentures, while stabilizing the
Company’s operations for the future. The Transaction also reflects
an equity component, including carrying out a rights offering
issuance for the benefit of the Company’s shareholders.
The Company's board of directors approved the
Transaction considering, inter alia, the results of the Company’s
debenture holders’ meetings, including the Series C debenture
holders’ meeting held today, and voted in favor of the execution of
the agreement.
Darren Glatt, Searchlight Partner,
said:
"As an investment firm with significant
experience in global communications, we are excited to partner with
the existing stakeholders in both Bcom and Bezeq and to serve as a
value-added and strategically-oriented investor that will enhance
value for the companies and their customers over the long term. We
have confidence in the management teams of both Bcom and Bezeq, and
we look forward to lending our support to Bezeq's ongoing efforts
to raise the quality of communications infrastructure and services
in Israel, particularly around fiber and 5G, for the collective
benefit of consumers and businesses, the Israeli communications
market, the Israeli economy and the State of Israel."
RBC and Citi acted as financial advisors to
Searchlight in the Transaction. Latham & Watkins, Meitar and
Shibolet & Co. acted as legal advisers to Searchlight in the
Transaction.
Ami Barlev, the Company's CEO,
added:
"We are excited to enter into the Transaction
with Searchlight and the Fuhrer Family. This is an important
milestone for the Company and strengthens its future prospects. The
Transaction is the result of diligent analysis and thoughtful
strategic deliberations over the past six months. Our board, with
the assistance of independent financial and legal advisors,
determined that the Transaction, upon closing, will deliver
significant value to our creditors and to our shareholders.
Further, the Transaction represents an
opportunity to introduce new and experienced control shareholders
to the Company and to Bezeq. Searchlight has a track record of
successfully investing into a wide range of global communications
companies and catalyzing successful transitions of their technology
and network infrastructure over the course of Searchlight’s
involvement.
We have tremendous respect for Searchlight and
the Fuhrer Family and we believe that their capabilities and
established positions, coupled with Bezeq’s high quality management
and operational/financial expertise, will enable Bcom and Bezeq to
strengthen their value propositions for their stakeholders,
customers and the wider public.
Bcom's Chairman, Mr. Shlomo Zohar
Stated: "The Bcom Board of Directors is pleased to support
the Transaction and we would like to thank the representatives of
the debenture holders, our shareholders and institutional
investors, the trustees and their advisors for their strong
commitment and effort throughout the process. The Transaction
properly balances the interests of all the parties and enables the
Company to meet its obligations. We believe the Transaction
represents a favorable outcome for all of our stakeholders,
including our employees, whose commitment during the process was
critical, and I wish to thank them on a personal level.
The Searchlight transaction includes the
purchase of all Internet Gold - Golden Lines Ltd. ("Internet Gold")
holdings in Bcom in consideration for NIS 225 million and a direct
investment of NIS 260 million in Bcom. In accordance with the
agreement, upon closing, Internet Gold will pay Bcom NIS 345
million (which amount will include the consideration payable by
Searchlight to Internet Gold) in consideration for Bcom shares (NIS
35 million in a rights offering issuance) and debentures (NIS 310
million)
The Transaction is expected to be completed
during the next few months and is subject to shareholder approval,
court approval, regulatory clearances and other customary closing
conditions."
Gissin & Co. served as legal adviser
to Bcom and RADHAN served as a financial consultant to Bcom.
About Searchlight:
Searchlight is a global private investment firm
with offices in New York, London and Toronto. Searchlight seeks to
invest in business where their long-term capital and strategic
support accelerate value creation for all stakeholders. For more
information, please visit https://www.searchlightcap.com/
For further information, please contact Scherf
Communications - Motti Scherf at motti@scherfcom.com.
Notes:
This report is not an offer of securities for
sale in the United States. Securities may not be offered or sold in
the United States absent registration or an available exemption
from the registration requirements of the U.S. Securities Act of
1933, as amended (the “U.S. Securities Act”) and applicable U.S.
state securities laws. We will not make any public offering of the
securities in the United States. The securities have not been and
will not be registered under the U.S. Securities Act.
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.
About B Communications Ltd.
B Communications is a holding company with the
controlling interest in Israel’s largest telecommunications
provider, Bezeq. For more information please visit the following
Internet sites:
www.igld.comwww.bcommunications.co.ilwww.ir.bezeq.co.il
For further information, please contact:
Yuval Snir - IR Manager
Yuval@igld.com / Tel: +972-3-924-0000
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