0001193125-17-200889.txt : 20170612 0001193125-17-200889.hdr.sgml : 20170612 20170612101203 ACCESSION NUMBER: 0001193125-17-200889 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20170612 DATE AS OF CHANGE: 20170612 GROUP MEMBERS: ALPHA FAMILY TRUST GROUP MEMBERS: CHERYL SABAN GROUP MEMBERS: HAIM SABAN GROUP MEMBERS: HSAC INVESTMENTS LP GROUP MEMBERS: SABAN CAPITAL GROUP, INC. GROUP MEMBERS: SCG COMMUNICATION VENTURES LLC GROUP MEMBERS: SCG INVESTMENT HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PARTNER COMMUNICATIONS CO LTD CENTRAL INDEX KEY: 0001096691 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50738 FILM NUMBER: 17905014 BUSINESS ADDRESS: STREET 1: 8 AMAL STREET STREET 2: AFEQ INDUSTRIAL PARK CITY: ROSH HA AYIN ISRAEL STATE: L3 ZIP: 48103 BUSINESS PHONE: 972-054-781-4888 MAIL ADDRESS: STREET 1: 8 AMAL STREET STREET 2: AFEQ INDUSTRIAL PARK CITY: ROSH HA AYIN ISRAEL STATE: L3 ZIP: 48103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: S.B. Israel Telecom Ltd. CENTRAL INDEX KEY: 0001568909 IRS NUMBER: 981080874 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1213 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 LINCOLN STREET CITY: TEL AVIV STATE: L3 ZIP: 67134 BUSINESS PHONE: (310) 557-5100 MAIL ADDRESS: STREET 1: 20 LINCOLN STREET CITY: TEL AVIV STATE: L3 ZIP: 67134 SC 13D/A 1 d409749dsc13da.htm SCHEDULE 13D/A (AMENDMENT NO. 5) Schedule 13D/A (Amendment No. 5)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D/A

(Amendment No. 5)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

 

Partner Communications Company Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS0.01 per share

(Title of Class of Securities)

70211M109*

(CUSIP Number)

Adam Chesnoff

Saban Capital Group, Inc.

10100 Santa Monica Boulevard, Suite 2600

Los Angeles, CA 90067

(310) 557-5100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

David Eisman, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, CA 90071

(213) 687-5381

June 10, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

* This CUSIP number applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing one Ordinary Share, par value NIS0.01 per share. No CUSIP number has been assigned to the Ordinary Shares.

 

 

 

CUSIP No. 70211M109   Page 2 of 11

 

1   

NAME OF REPORTING PERSON:

 

    S.B. Israel Telecom Ltd.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS:

 

    AF, OO

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

    Israel

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7.    

SOLE VOTING POWER:

 

    0

   8.   

SHARED VOTING POWER:

 

    48,050,000** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    48,050,000** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    48,050,000** (see Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

    30.2%*

14  

TYPE OF REPORTING PERSON:

 

    CO

 

* Based on 159,261,064 Ordinary Shares outstanding as of May 31, 2017.
** Does not include Ordinary Shares beneficially owned by the other parties to the Shareholders’ Agreement, as to which the Reporting Persons disclaim beneficial ownership. Also does not include 2,983,333 Ordinary Shares that are to be transferred to S.B. Israel on one or more future deferred closing dates pursuant to the terms of the Scailex Share Purchase Agreement.

 

(Page 2 of 11 Pages)

CUSIP No. 70211M109   Page 3 of 11

 

1   

NAME OF REPORTING PERSON:

 

    SCG Communication Ventures LLC

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS:

 

    AF

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7.    

SOLE VOTING POWER:

 

    0

   8.   

SHARED VOTING POWER:

 

    48,050,000** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    48,050,000** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    48,050,000** (see Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

    30.2%*

14  

TYPE OF REPORTING PERSON:

 

    HC

 

* Based on 159,261,064 Ordinary Shares outstanding as of May 31, 2017.
** Does not include Ordinary Shares beneficially owned by the other parties to the Shareholders’ Agreement, as to which the Reporting Persons disclaim beneficial ownership. Also does not include 2,983,333 Ordinary Shares that are to be transferred to S.B. Israel on one or more future deferred closing dates pursuant to the terms of the Scailex Share Purchase Agreement.

 

(Page 3 of 11 Pages)

CUSIP No. 70211M109   Page 4 of 11

 

1   

NAME OF REPORTING PERSON:

 

    HSAC Investments LP

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS:

 

    AF

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7.    

SOLE VOTING POWER:

 

    0

   8.   

SHARED VOTING POWER:

 

    48,050,000** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    48,050,000** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    48,050,000** (see Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

    30.2%

14  

TYPE OF REPORTING PERSON:

 

    HC

 

* Based on 159,261,064 Ordinary Shares outstanding as of May 31, 2017.
** Does not include Ordinary Shares beneficially owned by the other parties to the Shareholders’ Agreement, as to which the Reporting Persons disclaim beneficial ownership. Also does not include 2,983,333 Ordinary Shares that are to be transferred to S.B. Israel on one or more future deferred closing dates pursuant to the terms of the Scailex Share Purchase Agreement.

 

(Page 4 of 11 Pages)

CUSIP No. 70211M109   Page 5 of 11

 

1   

NAME OF REPORTING PERSON:

 

    Saban Capital Group, Inc.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS:

 

    AF

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7.    

SOLE VOTING POWER:

 

    0

   8.   

SHARED VOTING POWER:

 

    48,050,000** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    48,050,000** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    48,050,000** (see Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

    30.2%*

14  

TYPE OF REPORTING PERSON:

 

    CO

 

* Based on 159,261,064 Ordinary Shares outstanding as of May 31, 2017.
** Does not include Ordinary Shares beneficially owned by the other parties to the Shareholders’ Agreement, as to which the Reporting Persons disclaim beneficial ownership. Also does not include 2,983,333 Ordinary Shares that are to be transferred to S.B. Israel on one or more future deferred closing dates pursuant to the terms of the Scailex Share Purchase Agreement.

 

(Page 5 of 11 Pages)

CUSIP No. 70211M109   Page 6 of 11

 

1   

NAME OF REPORTING PERSON:

 

    SCG Investment Holdings, Inc.

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS:

 

    AF

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

    Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7.    

SOLE VOTING POWER:

 

    0

   8.   

SHARED VOTING POWER:

 

    48,050,000** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    48,050,000** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    48,050,000** (see Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

    30.2%*

14  

TYPE OF REPORTING PERSON:

 

    HC

 

* Based on 159,261,064 Ordinary Shares outstanding as of May 31, 2017.
** Does not include Ordinary Shares beneficially owned by the other parties to the Shareholders’ Agreement, as to which the Reporting Persons disclaim beneficial ownership. Also does not include 2,983,333 Ordinary Shares that are to be transferred to S.B. Israel on one or more future deferred closing dates pursuant to the terms of the Scailex Share Purchase Agreement.

 

(Page 6 of 11 Pages)

CUSIP No. 70211M109   Page 7 of 11

 

1   

NAME OF REPORTING PERSON:

 

    Alpha Family Trust

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS:

 

    AF, PF

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

    California

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7.    

SOLE VOTING POWER:

 

    0

   8.   

SHARED VOTING POWER:

 

    48,050,000** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    48,050,000** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    48,050,000** (see Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

    30.2%*

14  

TYPE OF REPORTING PERSON:

 

    OO

 

* Based on 159,261,064 Ordinary Shares outstanding as of May 31, 2017.
** Does not include Ordinary Shares beneficially owned by the other parties to the Shareholders’ Agreement, as to which the Reporting Persons disclaim beneficial ownership. Also does not include 2,983,333 Ordinary Shares that are to be transferred to S.B. Israel on one or more future deferred closing dates pursuant to the terms of the Scailex Share Purchase Agreement.

 

(Page 7 of 11 Pages)

CUSIP No. 70211M109   Page 8 of 11

 

1   

NAME OF REPORTING PERSON:

 

    Haim Saban

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS:

 

    AF

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

    United States; Israel

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7.    

SOLE VOTING POWER:

 

    0

   8.   

SHARED VOTING POWER:

 

    48,050,000** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    48,050,000** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    48,050,000** (see Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

    30.2%*

14  

TYPE OF REPORTING PERSON:

 

    IN

 

* Based on 159,261,064 Ordinary Shares outstanding as of May 31, 2017.
** Does not include Ordinary Shares beneficially owned by the other parties to the Shareholders’ Agreement, as to which the Reporting Persons disclaim beneficial ownership. Also does not include 2,983,333 Ordinary Shares that are to be transferred to S.B. Israel on one or more future deferred closing dates pursuant to the terms of the Scailex Share Purchase Agreement.

 

(Page 8 of 11 Pages)

CUSIP No. 70211M109   Page 9 of 11

 

1   

NAME OF REPORTING PERSON:

 

    Cheryl Saban

2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

 

3  

SEC USE ONLY

 

4  

SOURCE OF FUNDS:

 

    AF

5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

 

6  

CITIZENSHIP OR PLACE OF ORGANIZATION:

 

    United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

    7.    

SOLE VOTING POWER:

 

    0

   8.   

SHARED VOTING POWER:

 

    48,050,000** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    48,050,000** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    48,050,000** (see Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

 

    30.2%*

14  

TYPE OF REPORTING PERSON:

 

    IN

 

* Based on 159,261,064 Ordinary Shares outstanding as of May 31, 2017.
** Does not include Ordinary Shares beneficially owned by the other parties to the Shareholders’ Agreement, as to which the Reporting Persons disclaim beneficial ownership. Also does not include 2,983,333 Ordinary Shares that are to be transferred to S.B. Israel on one or more future deferred closing dates pursuant to the terms of the Scailex Share Purchase Agreement.

 

(Page 9 of 11 Pages)

The statement on Schedule 13D filed on February 8, 2013, relating to ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”), of Partner Communications Company Ltd., a company organized under the laws of the State of Israel (the “Issuer”), (the “Original Filing,” and as amended previously and by this Amendment No. 5, the “Schedule 13D”), as previously amended by the amendment dated October 17, 2013 (“First Amendment”), the amendment dated December 23, 2013 (the “Second Amendment”), the amendment filed on May 20, 2014 (the “Third Amendment”) and the amendment filed on October 19, 2015 (the “Fourth Amendment”), is hereby further amended as set forth below by this Amendment No. 5 (this “Amendment”). This Amendment supplements and amends the Schedule 13D to the extent specified herein. Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the Original Filing as previously amended.

This Amendment is being filed jointly by the Reporting Persons. The agreement among the Reporting Persons relating to the joint filing of this Amendment was filed as Exhibit 99.1 to the Original Filing.

 

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of Schedule 13D is amended by adding the following paragraphs at the end of subsection entitled “Scailex Share Purchase Agreement” under Item 3:

2017 Notes Loan Amendment

In connection with the Notes Terms, S.B. Israel and Hermetic Trust, as the trustee of the Notes, entered into an agreement, dated as of June 10, 2017 (the “Loan Amendment”), whereby S.B. Israel committed to seek to purchase shares for an aggregate amount of not less than 35 million NIS in a capital raise against the Issuer’s issuance of shares, if one occurs within 30 days of the date of the Loan Amendment (the “Capital Raise”). S.B. Israel committed to deposit any unused portion of such commitment to an escrow account held by Hermetic Trust for purchases of Shares after the Capital Raise. The Loan Amendment also provides for the waiver of certain of the Notes Terms, as such terms relate to the Capital Raise, a commitment for S.B. Israel to hold not less than 29.4% of the outstanding issued share capital of the Issuer by August 31, 2017 and pledge all such shares in support of the obligation under the Notes. S.B. Israel also agreed to hold at all times at least 28% of the outstanding issued share capital of Partner.

The foregoing summaries of the Loan Amendment are not intended to be complete and are qualified in their entirety by reference to the Loan Amendment, a copy of which is attached hereto as Exhibit 99.8, and is incorporated herein by reference.

 

Item 4. Purpose of Transaction.

Item 4 of Schedule 13D is amended by adding the following paragraph at the end of Item 4:

The disclosure regarding the Loan Amendment set forth above in Item 3 and regarding the Offering set forth below in Item 6 is incorporated by reference into this Item 4.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to the Securities of the Issuer.

Item 6 of Schedule 13D is amended by adding the following sentences at the end of Item 6.

The disclosure regarding the Loan Amendment set forth above in Item 3 is incorporated by reference into this Item 6.

Consistent with the disclosure regarding the Loan Amendment set forth above in Item 3 and incorporated by reference into Item 4, on June 10, 2017, S.B. Israel delivered notice of participation in the Issuer’s private offering of Ordinary Shares (the “Offering”), as described by the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the U.S. Securities and Exchange Commission on June 12, 2017. While S.B. Israel has made a commitment to participate in the Offering for the amount of 35 million NIS, because the Offering will be conducted as a modified Dutch auction and remains subject to other terms and conditions, there can be no assurances that S.B. Israel will acquire any Ordinary Shares in the Offering, but see the purchase commitments described above in connection with the Loan Agreement.

 

Item 7. Material to be Filed as Exhibits.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1*   Joint Filing Agreement, dated as of February 8, 2013, among the Reporting Persons.
Exhibit 99.2*   Assumption Agreement, dated as of November 30, 2012, by and between S.B. Israel Telecom Ltd. and Advent Investments Pte. Ltd.
Exhibit 99.3*   Amended and Restated Terms and Conditions of the Notes
Exhibit 99.4*   Share Purchase Agreement, dated as of November 30, 2012, by and between Scailex Corporation Ltd. and S.B. Israel Telecom Ltd.
Exhibit 99.5*   Share Purchase Agreement, dated as of January 23, 2013, by and between Leumi Partners Ltd. and S.B. Israel Telecom Ltd.
Exhibit 99.6*   Shareholders’ Agreement, dated as of January 29, 2013, by and between Scailex Corporation Ltd. and S.B. Israel Telecom Ltd.
Exhibit 99.7*   Registration Rights Agreement dated as of October 17, 2013, by and between S.B. Israel Telecom Ltd. and Partner Communications Company Ltd.
Exhibit 99.8   Agreement dated June 10, 2017 between S.B. Israel Telecom Ltd and Hermetic Trust, as the trustee of the Notes

 

* previously filed

 

(Page 10 of 11 Pages)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

Dated: June 12, 2017

 

S.B. ISRAEL TELECOM LTD.
By:  

/s/ Adam Chesnoff

Name:   Adam Chesnoff
Title:   Director
SCG COMMUNICATION VENTURES LLC
By:  

/s/ Adam Chesnoff

Name:   Adam Chesnoff
Title:   Managing Director
HSAC INVESTMENTS LP
By:  

/s/ Adam Chesnoff

Name:   Adam Chesnoff
Title:   President and Chief Operating Officer of Saban Capital Group, Inc., the general partner of HSAC Investments LP
SABAN CAPITAL GROUP, INC.
By:  

/s/ Adam Chesnoff

Name:   Adam Chesnoff
Title:   President and Chief Operating Officer
SCG INVESTMENT HOLDINGS, INC.
By:  

/s/ Adam Chesnoff

Name:   Adam Chesnoff
Title:   President and Chief Operating Officer
ALPHA FAMILY TRUST
By:  

/s/ Haim Saban

Name:   Haim Saban
Title:   Co-Trustee
HAIM SABAN

/s/ Haim Saban

CHERYL SABAN

/s/ Cheryl Saban

 

(Page 11 of 11 Pages)

EX-99.8 2 d409749dex998.htm EX-99.8 EX-99.8

Exhibit 99.8

This agreement (“Agreement”) is entered into as of June 10, 2017 between S.B. Israel Telecom Ltd. (“SB”), and Hermetic Trust Ltd (“Trustee”) with respect to the NIS 1,166,100,000 (One Billion, One hundred and Sixty Six Million, One Hundred Thousand New Israeli Shekel) Fixed Rate Secured Notes due on January 29, 2020 (the “Notes”). The Notes are constituted by, are subject to, and have the benefit of, an Assumption Agreement dated as of November 30, 2012 (“Assumption Agreement”), an amended and restated Trust Deed dated January 29, 2013 (“Deed of Trust”), and the Amended and Restated Terms and Conditions of the Notes dated January 29, 2013 (the “Note Terms”, collectively with the Assumption Agreement, the Deed of Trust, and any other ancillary documents relating thereto, in each case as may be amended from time to time, the “Loan Documents”). Capitalized terms used herein shall have the meanings assigned to them in the Note Terms unless otherwise defined herein or the context requires otherwise.

 

(A) In the event that Partner Communications Company Ltd (“Partner”) consummates a capital raise against issuance of Shares within 30 days of the date hereof (the “Capital Raise”), SB shall seek to purchase Shares in such Capital Raise for an aggregate amount of not less than 35 million NIS (but with no obligation to purchase in excess of 35 million NIS) (the “Amount”), which Amount shall have been contributed to SB by one or more of its owners in accordance with Condition 4(aa) of the Note Terms. If SB is unable to purchase Shares in the Capital Raise in the aggregate up to the full Amount, then the unspent portion of the Amount will be deposited by SB no later than the fifth Business Day (for purposes of this Agreement, “Business Day” means a day in which the banks are open in Israel and the United States) after the Target Date (as defined below), into an escrow account held by the Trustee to be used by SB to purchase Shares in compliance with law subsequent to the consummation of the Capital Raise (all such Shares purchased by SB at any time with the Amount or otherwise before August 31, 2017, referred to as the “Purchased Shares”). As of the date of this Agreement, SB holds 30.2% of the outstanding issued share capital of Partner. After consummation of the Capital Raise and no later than August 31, 2017, SB shall hold not less than 29.4% of the outstanding issued share capital of Partner (including any additional Shares that SB shall have otherwise acquired as a result of cash contributions by its owners in accordance with Condition 4(aa) of the Note Terms prior to August 31, 2017 without regard to the amount of the Amount) with all such Purchased Shares duly pledged and perfected in favor of the Trustee for the benefit of the Noteholders and the Trustee as set forth under Section (B)2 below. For the avoidance of doubt the requirement to hold at least 29.4% of the outstanding issued share capital of Partner is not an ongoing requirement but is only required to be satisfied on a day during the period following consummation of the Capital Raise and ending August 31, 2017 (without derogating from any of the terms of the Loan Documents). It is hereby expressly agreed and irrespective of the above provisions, that SB shall hold at all times at least 28% of the outstanding issued share capital of Partner.

 

(B) The parties to this Agreement agree that:

 

  1. Condition 9(q) and Condition 4(c) of the Note Terms are suspended and waived with respect to such Capital Raise and the failure to satisfy Condition 9(q) and/or Condition 4(c) of the Note Terms shall not be considered as a breach of covenant and/or an Event of Default, provided, however, that no Change of Control shall occur as a result of the Capital Raise. The waiver set forth in this Section 1 shall be limited precisely as written and relate solely to the Capital Raise as defined herein, and nothing in this Agreement shall be deemed to (a) constitute a waiver of compliance by the Issuer or an amendment with respect to any other term, provision or condition of the Loan Documents, or any other instrument or agreement referred to therein except as expressly set forth herein, or (ii) prejudice any right or remedy that the Trustee and/or the Noteholders may now have or may have in the future under or in connection with the Loan Documents, or any other instrument or agreement referred to therein.

  2. As soon as practicable after each Target Date, and in no event later than 30 days after each Target Date, SB shall pledge in favor of the Trustee for the benefit of the Noteholders and the Trustee, by a first ranking fixed pledge and charge and by a first ranking assignment by way of charge, the Purchased Shares and the escrow account holding any unspent portion of the Amount, each to secure all amounts owing to the Noteholders and the Trustee under the Loan Documents, in the same manner and form as the Pledged Shares held by SB are then pledged and shall make all filings and perfections required in any relevant jurisdiction (all such pledge documentation, the “Additional Debentures”). All Purchased Shares shall be deposited in a securities account at an Israeli bank in Israel and duly pledged and perfected in favor of the Trustee for the benefit of the Noteholders and the Trustee as set forth above. For purposes hereof, “Target Date” shall mean (a) in relation to any Purchased Shares - the date of each acquisition of such Purchased Shares by SB and (b) in relation to the Escrow - the date Partner first issues Shares under the Capital Raise (whether or not SB acquired any Shares under such issuance) but less any amounts that on such date with respect to Purchased Shares that SB has irrevocably committed to purchase but which SB has not received.

 

  3. All Shares that are owned by SB and pledged in favor of the Trustee for the benefit of the Noteholders and the Trustee shall constitute part of the Pledged Shares and the Additional Debentures shall form part of the Debentures as defined in the Note Terms.

 

  4. Intentionally omitted.

 

  5. Condition 9(p) of the Note Terms shall be amended to include non-compliance with or breach of the terms and conditions of this Agreement.

 

  6. SB hereby represents and warrants that (a) each of the representations and warranties made under the Loan Documents shall be, after giving effect to this Agreement, true and correct in all material respects, in each case on and as of the date of this Agreement, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date and (b) after giving effect to this Agreement, no Default or Event of Default shall have occurred and be continuing.

 

  7. Condition 13 of the Note Terms (Governing Law and Jurisdiction) shall apply to this Agreement (mutatis mutandis).

 

(C) Notwithstanding anything to the contrary contained in any of the Loan Documents, and without derogating from Section (B)5 above, the actions expressly set forth in Sections (A) and (B)2 above shall not constitute an Event of Default or breach under the Note Terms or a breach under any other Loan Document so long as SB complies with Sections (A) and (B)2 above..

 

(D) SB shall reimburse the Trustee and the Noteholders, within 10 days of first demand, for all of their reasonable out-of-pocket costs and expenses (including out-of-pocket attorney fees) in connection with the preparation, execution implementation, enforcement, preservation of rights under and termination of this Agreement or any related document, amendment, supplement or waiver.

 

(E) This Agreement shall constitute an “Issue Document” within the meaning of such term under the Note Terms.

(signature page follows)

The foregoing is agreed to by all the signatories hereto as of the date first set forth above.

 

S.B. Israel Telecom Ltd.

/s/ Adam Chesnoff

By:
Hermetic Trust Ltd

/s/ Merav Offer

By: