Cellcom Israel completes exchange offer for two series of debentures

By Jennifer Chiou

New York, Feb. 3 – Cellcom Israel Ltd. announced the completion of the exchange offer for two series of its debentures. The company will issue the following:

• 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.

According to a news release, holders of series D and E debentures had until Feb. 2 to participate in the offer.

Settlement is anticipated on Feb. 3 or Feb. 4.

As previously announced, the new debentures of the company’s existing series H and series I will 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, is 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 would 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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