Partner Communications Company Ltd. (“Partner” or “the Company”) (NASDAQ and TASE: PTNR), a leading Israeli communications operator, announces today that the Company entered into an agreement with certain Israeli institutional investors, according to which the Company irrevocably undertook to issue to the institutional investors, and the institutional investors irrevocably undertook to purchase from the Company, in the framework of a private placement, an aggregate of NIS 126.75 million, par value, of additional Series F debentures on December 1, 2019 (the “Additional Debentures” and the “Agreed Date”, respectively). The Company’s existing Series F debentures are listed on the Tel Aviv Stock Exchange (“TASE”).
The price was set at NIS 1.013 for each Series F debenture (which bear a stated interest rate of 2.16% per annum) of NIS 1 par value, or a total consideration of approximately NIS 128 million, reflecting an effective yield of 2.02% per annum. In addition, the Company will pay the institutional investors an early commitment fee. In case the debentures’ rating on the Agreed Date shall be il/(A-) or below, a discount of approximately 1% on the price of the debenture will be given.
Should the Additional Debentures be issued at the full price (i.e. NIS 1.013 for each Series F debenture) then the price of each NIS 1 par value, less the accrued interest, will be approximately NIS 1.00359. Should the Additional Debentures be issued at a price reflecting approximately 1% discount (following a rating reduction event), then the price of each NIS 1 par value, less the accrued interest, will be approximately NIS 0.99359.
The agreement terms include a commitment by the Company to not issue any further Series F debentures for a period of six months from the date of the agreement.
The closing of the issuance will be subject, among others, to the satisfaction of the following conditions by shortly before the Agreed Date: the receipt of the TASE’s approval for the listing of the Additional Debentures to be purchased, satisfaction of the conditions set out in section 2.42 of the Deed of Trust of the Series F debentures for the expansion of Series F (including no event of default of the Series F debenture conditions, obtaining the written approval of the rating company that the rating of the Series F debentures after expansion of the series, is not lower than the rating of the Series F debentures prior to the expansion of the series, and that the Company meets the financial covenants applicable to the Series F debentures in accordance with its most recent financial results published prior to the Additional Debentures issuance and that as a result of the Additional Debentures issuance the said financial covenants will not be breached).
Under the assumption that no rating reduction event occurs, the Additional Debentures will be issued at a premium. In accordance with the “Green Track” arrangement approval that the Company received from the Israel Tax Authority, and under the assumption that no further Series F debentures will be issued until the Agreed Date (apart from the placement that is due to occur on December 4, 2018), the uniform weighted discount rate for all the Series F debentures will be 0.09093%1.
The offering described in this press release was made only in Israel and only to residents of Israel in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act of 1933 (the “Securities Act”). The said debentures have not been, and will not be, registered under the U.S. Securities Act of 1933 and will not be offered or sold in the United States. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.