0001193125-17-209536.txt : 20170622 0001193125-17-209536.hdr.sgml : 20170622 20170621174556 ACCESSION NUMBER: 0001193125-17-209536 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170622 DATE AS OF CHANGE: 20170621 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: 17923625 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 d400185dsc13da.htm SCHEDULE 13D/A (AMENDMENT NO. 6) Schedule 13D/A (Amendment No. 6)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D/A

(Amendment No. 6)

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 18, 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 12

 

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:

 

    49,862,800** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    49,862,800** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    49,862,800** (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):

 

    29.4%*

14  

TYPE OF REPORTING PERSON:

 

    CO

 

* Based on 169,453,076 Ordinary Shares outstanding as of June 18, 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 12 Pages)

CUSIP No. 70211M109   Page 3 of 12

 

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:

 

    49,862,800** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    49,862,800** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    49,862,800** (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):

 

    29.4%*

14  

TYPE OF REPORTING PERSON:

 

    HC

 

* Based on 169,453,076 Ordinary Shares outstanding as of June 18, 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 12 Pages)

CUSIP No. 70211M109   Page 4 of 12

 

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:

 

    49,862,800** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    49,862,800** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    49,862,800** (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):

 

    29.4%*

14  

TYPE OF REPORTING PERSON:

 

    HC

 

* Based on 169,453,076 Ordinary Shares outstanding as of June 18, 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 12 Pages)

CUSIP No. 70211M109   Page 5 of 12

 

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:

 

    49,862,800** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    49,862,800** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    49,862,800** (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):

 

    29.4%*

14  

TYPE OF REPORTING PERSON:

 

    CO

 

* Based on 169,453,076 Ordinary Shares outstanding as of June 18, 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 12 Pages)

CUSIP No. 70211M109   Page 6 of 12

 

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:

 

    49,862,800** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    49,862,800** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    49,862,800** (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):

 

    29.4%*

14  

TYPE OF REPORTING PERSON:

 

    HC

 

* Based on 169,453,076 Ordinary Shares outstanding as of June 18, 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 12 Pages)

CUSIP No. 70211M109   Page 7 of 12

 

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:

 

    49,862,800** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    49,862,800** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    49,862,800** (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):

 

    29.4%*

14  

TYPE OF REPORTING PERSON:

 

    OO

 

* Based on 169,453,076 Ordinary Shares outstanding as of June 18, 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 12 Pages)

CUSIP No. 70211M109   Page 8 of 12

 

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:

 

    49,862,800** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    49,862,800** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    49,862,800** (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):

 

    29.4%*

14  

TYPE OF REPORTING PERSON:

 

    IN

 

* Based on 169,453,076 Ordinary Shares outstanding as of June 18, 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 12 Pages)

CUSIP No. 70211M109   Page 9 of 12

 

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:

 

    49,862,800** (see Item 5)

   9.   

SOLE DISPOSITIVE POWER:

 

    0

   10.    

SHARED DISPOSITIVE POWER:

 

    49,862,800** (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

 

    49,862,800** (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):

 

    29.4%*

14  

TYPE OF REPORTING PERSON:

 

    IN

 

* Based on 169,453,076 Ordinary Shares outstanding as of June 18, 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 12 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. 6, 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”), the amendment filed on October 19, 2015 (the “Fourth Amendment”), and the amendment filed on June 12, 2017 (the “Fifth Amendment”) is hereby further amended as set forth below by this Amendment No. 6 (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 2. Identity and Background.

Item 2 of the Schedule 13D is amended by replacing the table indicating the directors and executive officers of S.B. Israel with the following:

 

Name

  

Citizenship

   

Residence or

Business Address

   

Principal Occupation /

Employment & Address

Adam Chesnoff*   United States   

10100 Santa Monica Boulevard, Suite 2600

Los Angeles, CA 90067

   

President and Chief Operating Officer of SCG

10100 Santa Monica Boulevard, Suite 2600

Los Angeles, CA 90067

Barak Pridor*   Israel   

34 Kehilat Vilna Street

Ramat Hasharon 4722089, Israel

    Investor
Elon Shalev*   Israel   

70 Yehoshua Bin Noon

Tel Aviv 62497, Israel

    Investor

 

* Member of the Board of Directors of S.B. Israel

With respect to SCG Communication, the following sentence is added at the end of Item 2 of the Schedule 13D:

Adam Chesnoff, Fred Gluckman and Philip Han serve on the Board of Managing Directors of SCG Communication.

 

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 Offering set forth below in Item 6 is incorporated by reference into this Item 4.

 

Item 5. Interest in Securities of the Issuer.

(a) As of the date hereof, the Reporting Persons beneficially own the aggregate number and percentage of outstanding Ordinary Shares set forth below:

 

Reporting Person

    Aggregate Number of
Ordinary Shares Beneficially Owned(1)		     Percentage of
Outstanding Ordinary Shares(2)		  

S.B. Israel

      49,862,800       29.4 % 

SCG Communication

      49,862,800 (3)     29.4 % 

HSAC

      49,862,800 (3)     29.4 % 

SCG

      49,862,800 (3)     29.4 % 

SCG Investment

      49,862,800 (3)     29.4 % 

The Trust

      49,862,800 (3)     29.4 % 

Haim Saban

      49,862,800 (3)     29.4 % 

Cheryl Saban

      49,862,800 (3)     29.4 % 

 

(1) 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. See Item 6. Prior to the time that such Ordinary Shares may be transferred to S.B. Israel, Scailex is deemed to be the beneficial owner of such Ordinary Shares pursuant to Rule 13d-3 under the Act.
(2) Calculated based on 169,453,076 Ordinary Shares outstanding as of June 18, 2017.
(3) By virtue of the relationships reported in Item 2 and pursuant to Rule 13d-3 under the Act, each of such Reporting Persons may be deemed to indirectly beneficially own the 49,862,800 Ordinary Shares beneficially owned by S.B. Israel.

 

(Page 10 of 12 Pages)

(b) By virtue of the relationships reported in Item 2 and pursuant to Rule 13d-3 under the Act, each of S.B. Israel, SCG Communication, HSAC, SCG, SCG Investment, the Trust, Haim Saban and Cheryl Saban may be deemed to have shared voting and dispositive power with respect to 49,862,800 Ordinary Shares.

 

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.

On June 18, 2017, S.B. Israel acquired 1,812,800 Ordinary Shares in the Offering at a price per share of 19.59 NIS.

 

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 11 of 12 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 21, 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 12 of 12 Pages)