Cellcom Israel (CEL) to Issue Corporate Debt
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Cellcom Israel Ltd. (NYSE: CEL) hwill commence preparations for raising debt by offering to the public, in Israel only, additional series D debentures or debentures of new series, in an aggregate principal amount of up to approximately NIS 200-300 million, under the Company's shelf prospectus.
In preparation to the potential offering of a new series of debentures, the Company published today an amendment to the indenture filed within such shelf prospectus and filed such amendment and a draft amendment to the shelf prospectus with the Israeli Securities Authority, or ISA and the Tel Aviv Stock Exchange, or TASE. The amendment provided the following additional undertakings by the Company, in regards to such new series, if offered by the Company: negative pledge, a covenant not to distribute more than 100% of the profits available for distribution as dividends according to the applicable Israeli law, a covenant to have the debentures rated by a rating company (in as much as under the Company's control) and an obligation to pay additional interest for certain ratings decreases. The Company also provided in the amendment additional causes for immediate repayment of the new series in any of the following events: cross default, failure of the Company's main business to be communications, suspension of trading of the debentures over a certain period and default on the Company's above undertakings regarding dividend distributions and rating of the debentures (over a certain period). The offering of new series of debentures, if so decided, is subject to the filing of a final amendment to the shelf prospectus and approval of the ISA and TASE to such amendment. The contemplated offering, under both options, will also require filing of a supplemental shelf offering report with the ISA and TASE.
The execution, timing, terms and amount of such contemplated offering have not yet been determined and are subject to a further approval of the Company's Board of Directors. There is no assurance that such offering will be executed, nor as to its timing, terms and amount.
The Company intends to use the net proceeds of such contemplated offering, if executed, for general corporate purposes, which may include financing its operating and investment activity, refinancing of outstanding debt under the Company's debentures, and continued dividend distribution as customary in the Company, subject to the decision of the Company's board of directors from time to time.
In preparation to the potential offering of a new series of debentures, the Company published today an amendment to the indenture filed within such shelf prospectus and filed such amendment and a draft amendment to the shelf prospectus with the Israeli Securities Authority, or ISA and the Tel Aviv Stock Exchange, or TASE. The amendment provided the following additional undertakings by the Company, in regards to such new series, if offered by the Company: negative pledge, a covenant not to distribute more than 100% of the profits available for distribution as dividends according to the applicable Israeli law, a covenant to have the debentures rated by a rating company (in as much as under the Company's control) and an obligation to pay additional interest for certain ratings decreases. The Company also provided in the amendment additional causes for immediate repayment of the new series in any of the following events: cross default, failure of the Company's main business to be communications, suspension of trading of the debentures over a certain period and default on the Company's above undertakings regarding dividend distributions and rating of the debentures (over a certain period). The offering of new series of debentures, if so decided, is subject to the filing of a final amendment to the shelf prospectus and approval of the ISA and TASE to such amendment. The contemplated offering, under both options, will also require filing of a supplemental shelf offering report with the ISA and TASE.
The execution, timing, terms and amount of such contemplated offering have not yet been determined and are subject to a further approval of the Company's Board of Directors. There is no assurance that such offering will be executed, nor as to its timing, terms and amount.
The Company intends to use the net proceeds of such contemplated offering, if executed, for general corporate purposes, which may include financing its operating and investment activity, refinancing of outstanding debt under the Company's debentures, and continued dividend distribution as customary in the Company, subject to the decision of the Company's board of directors from time to time.
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