Cellcom Israel agrees to exchange more notes at recent offer terms

By Susanna Moon

Chicago, Feb. 5 – Cellcom Israel Ltd. said it accepted more offers from institutional investors for a private exchange on the same terms as the exchange offer for two series of its debentures completed on Feb. 3.

The company agreed to exchange NIS 95 million principal amount of its series D debentures for about NIS 144 million principal amount of its series H debentures and NIS 35 million principal amount of its series E debentures for about NIS 43 million principal amount of its series I debentures, according to a press release.

The terms of the public exchange offer include an exchange ratio of NIS 1.52 principal amount of series H debentures for every NIS 1 principal amount of series D debentures and of NIS 1.23 principal amount of series I debentures for every 1 principal amount of series E debentures.

Exchange offer

Cellcom said on Feb. 3 that it completed the exchange offer for two series of its debentures.

As previously announced, the company will issue

• About NIS 699 million of its existing series H debentures in exchange for NIS 460 million of its series D debentures; and

• About NIS 292 million of its existing series I debentures in exchange for NIS 237 million of its series E debentures.

As reported, the company increased the exchange amount and lifted the cap in the offer to reflect the following:

• NIS 1 principal amount of series D debentures, up to an aggregate principal amount of NIS 1,023,000,000, for NIS 1.23 principal amount of new debentures of its existing series H debentures; and

• NIS 1 principal amount of series E debentures, up to an aggregate principal amount of NIS 439 million, for NIS 1.16 principal amount of new debentures of its existing series I debentures.

Holders of series D and E debentures had until Feb. 2 to participate in the offer.

The new debentures of the company’s existing series H and series I have the same rights and terms as the outstanding debentures of the same series and will be listed for trading on the Tel Aviv exchange.

The amount of fees and other expenses for the offering, based on the market value of the debentures that may be issued under the amended exchange offer as of Jan. 26 and the exchange rates, was about NIS 5.1 million. The amount was revised from about NIS 1.6 million.

The company already said it will not receive any cash payment in connection with the offer.

This exchange will help the company maintain flexibility in its cash flow and better align repayment dates to its strategy and forecast results of operations, according to a previous press release.

The offer was announced on Jan. 15, and the terms of the offer were disclosed on Jan. 20.

Originally, the company offered to exchange

• Each NIS 1 principal amount of series D debentures, up to an aggregate principal amount of NIS 293 million, for NIS 1.45 principal amount of new debentures of its existing series H debentures; and

• Each NIS 1 principal amount of series E debentures, up to an aggregate principal amount of NIS 130 million, for NIS 1.16 principal amount of new debentures of its existing series I debentures.

Cellcom is a cellular telephone service provider based in Netanya, Israel.

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