Announcement • Sep 17
Searchlight Capital Partners, L.P. completed the acquisition of 51.95% stake in B Communications Ltd (TASE:BCOM) from Internet Gold - Golden Lines Ltd. (NasdaqGS:IGLD) for ILS 225 million.
Searchlight Capital Partners and an entity wholly-owned by the Fuhrer family made an offer to acquire 51.95% stake in B Communications Ltd (TASE:BCOM) from Internet Gold - Golden Lines Ltd. (NasdaqGS:IGLD) for ILS 640 million on February 9, 2019. Searchlight Capital Partners and an entity wholly-owned by the Fuhrer family entered into a definitive agreement to acquire 51.95% stake in B Communications Ltd (TASE:BCOM) from Internet Gold - Golden Lines Ltd. (NasdaqGS:IGLD) on June 24, 2019. SCP proposes two Purchase Price alternatives, including Closing and Contingent Consideration comprised of two components (i) An amount of ILS 17 per share for BComm shares owned by IGLD to be paid at the closing of the Transaction (the “Closing”); and (ii) A contingent payment of up to ILS 8 per share for BComm shares owned by IGLD to be paid post-Closing (in the aggregate, the “Contingent Consideration”); OR Closing Consideration, which shall include only an amount of ILS 17.50 per share for BComm shares owned by IGLD to be paid at the Closing. IGLD will, by no later than February 14, 2019, enter into a customary exclusivity agreement with SCP to cover the period ending on February 21, 2019. Such Exclusivity Agreement will prohibit IGLD and any person acting for or on its behalf, directly or indirectly, from soliciting, negotiating or engaging in discussion with, or providing due diligence material to, or entering into any agreements with, third parties regarding any acquisition or control (however effected) of all or a substantial portion of IGLD’s direct or indirect equity interests in Bezeq – The Israel Telecommunications Corp. Ltd. (“Bezeq”) (each, an “Alternative Transaction”), and shall further provide, among other things, that in the event any Alternative Transaction is entered into during the Negotiation Period or the 60-day period thereafter, IGLD shall pay to SCP all reasonable out-of-pocket fees and expenses incurred by SCP and its affiliates in connection with the Transaction (including, without limitation, its due diligence review and preparation and negotiation of any transaction documentation). SCP’s improved second offer that had valued the B Communications shares at ILS 20 per share. As of May 2, 2019, SCP updated its offer such that SCP will make total equity investment in Bcomm in Stage 1 of up to ILS 300 million, of which SCP is to invest ILS 250 million into Bcomm at closing as a primary equity issuance and concurrent with closing, equity offering to existing Bcomm minority equity shareholders of up to ILS 50 million at same terms as SCP investment. SCP is to provide a fully committed back-stop for this ILS 50 million equity raise. If there is no breach of the financial covenant at the first applicable test date after the Quiet Period, or such a breach is cured by Bcomm shareholders, all cash of ILS 60 million in the escrow account will be released to IGLD. As of May 8, 2019, the structure of the deal has not yet been finalized and the parties need more time to negotiate in order to represent an agreed solution. As of May 14, 2019, an updated offer was received from SCP for the purchase of the controlling shares B Communications while executing a cash investment in B Communications in the total amount of ILS 640 million. The transaction, if it shall be executed, will include early repayments of the main principal payments of B Communications’ debentures until the end of 2023 and shall include updated conditions for their Series C Debentures. A substantial part of the expected investment amount will be injected by IGLD into B Communications against debt and equity. In April 2019, TRYMG International Communications Ltd., also submitted a competitive offer of ILS 950 million against the shares in BCOMM. IGLD and SCP would pay each other 10% of the closing payment if the transaction is terminated.
The transaction is subject to various conditions, inter alia, approval by the Israeli Antitrust Commissioner, regulatory approvals, the equity securities of BComm to be acquired in the Transaction represent at least 50.1% of BComm’s issued and outstanding share capital (on a fully diluted basis); and, as of the Closing, BComm (together with its wholly owned subsidiaries) holds at least 25.1% of the issued and outstanding share capital of, and holds a ‘control permit’ in respect of, Bezeq and approval of Ministry of Communications in Israel. As of the Closing, there shall be at least ILS 422 million of cash and cash equivalents at BComm (reflective of the March 28, 2019, Series B cash redemption of ILS 233 million, inclusive of accrued interest), plus all dividends and debt issuance proceeds received between the execution of a Definitive Agreement and Closing; and (ii) the indebtedness of BComm shall not exceed ILS 2.2 billion million par value (not including Series B indebtedness that will mature on March 28, 2019 and be paid pre-losing); provided that BComm shall be permitted to raise up to ILS 60 million of debt (on terms generally consistent with BComm’s past debt issuance), subject to commensurate increase in the amount of cash. On February 17, 2019, IGLD's debenture holders rejected SCP's offer and again on March 12, 2019, ultimately rejected SCP’s improved second offer that had valued the B Communications shares at ILS 20 per share. Negotiations will be held between SCP, IGLD and BCOMM and its debenture holders. A final binding agreement will be brought to BCOMM’s debenture holders’ approval. The transaction is also subject to approval from Israeli courts. SCP offer was chosen by the holders of IGLD’s debentures for the purpose of promoting a transaction and received limited time exclusivity. Both offers are subject to various terms. As of May 8, 2019, the deadline for the approval of the transaction has been extended by a week from May 10, 2019 until May 17, 2019. Concurrent with closing, ILS 500 million of Bcomm cash used to (a) redeem ILS 226 million Series B debentures, and (b) pay down ILS 274 million Series C debentures. Bondholders of B Communications and Internet Gold-Golden Lines Ltd. have approved the transaction in principle. As of June 18, 2019, the transaction is approved by shareholders of Internet Gold. The transaction is approved by Series D Debenture holders of Internet Gold, Series B Debenture holders of B Communications but did not approved by Series C Debenture holders of B Communications. The trustee to B Communications Series C Debentures announced that the resolution is not approved. As a result, there is no possibility of signing the Purchase Agreement. As of June 20, 2019, IGLD's Board of Directors approved the transaction. As of June 22, 2019, a meeting is to be held no later than June 24, 2019, for approval by Series C Debenture Holders. As of July 15, 2019, extraordinary general meeting of shareholders to be held on August 8, 2019.
As of July 16, 2019, the transaction is approved by Israel competition authority. As on July 29, 2019, meetings of the debenture holders of both B Communications and Internet Gold-Golden Lines Ltd. approved the transaction. As on July 30, 2019, creditors meetings of both B Communications and Internet Gold-Golden Lines Ltd. approved the transaction. As on August 8, 2019, the shareholders of BCOM and its parent company, Internet Gold - Golden Lines Ltd. approved, by the majority required by law, the transaction. At this stage, all approvals required by BCOM and its parent company for the approval of the transaction have been obtained, including approvals of the Board of Directors, shareholders' meetings and the debenture holders' meetings of all different series and creditors' meetings. However, completion of the transaction is subject to additional conditions, including receipt of a control permit and final court approval. As on August 18, 2019, B communications received court's approval of the creditors' arrangement in connection with the transaction.
Searchlight Capital Partners, L.P. completed the acquisition of 51.95% stake in B Communications Ltd (TASE:BCOM) from Internet Gold - Golden Lines Ltd. (NasdaqGS:IGLD) for ILS 225 million on December 2, 2019. As part of transaction Searchlight Capital paid consideration of ILS 225 million and a direct investment of ILS 260 million in B Communications and will hold 60.18% in B Communications.