UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 8)
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
October 25, 2018
(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:
NA | |||||
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):
30.3%* | |||||
14 | TYPE OF REPORTING PERSON:
CO |
* | Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018. |
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:
NA | |||||
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):
30.3%* | |||||
14 | TYPE OF REPORTING PERSON:
HC |
* | Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018. |
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:
NA | |||||
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):
30.3%* | |||||
14 | TYPE OF REPORTING PERSON:
HC |
* | Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018. |
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:
NA | |||||
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):
30.3%* | |||||
14 | TYPE OF REPORTING PERSON:
CO |
* | Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018. |
CUSIP No. 70211M109 | Page 6 of 11 |
1 | NAME OF REPORTING PERSON:
SCG Investment Holdings Corp. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ☐ (b) ☒
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS:
NA | |||||
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):
30.3%* | |||||
14 | TYPE OF REPORTING PERSON:
HC |
* | Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018. |
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:
NA | |||||
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):
30.3%* | |||||
14 | TYPE OF REPORTING PERSON:
OO |
* | Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018. |
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:
NA | |||||
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):
30.3%* | |||||
14 | TYPE OF REPORTING PERSON:
IN |
* | Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018. |
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:
NA | |||||
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):
30.3%* | |||||
14 | TYPE OF REPORTING PERSON:
IN |
* | Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018. |
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.8, 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), the amendment filed on June 12, 2017 (the Fifth Amendment), the amendment filed on June 22, 2017 (the Sixth Amendment), and the amendment filed on October 9, 2018 (the Seventh Amendment), is hereby further amended as set forth below by this Amendment No. 8 (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 of Schedule 13D is amended by adding the following paragraphs at the end of subsection entitled Scailex Share Purchase Agreement under Item 3:
Consent Letter
As previously disclosed in the Schedule 13D, S.B. Israel and the lenders under the Notes are in discussions regarding the terms of the Notes. To continue such discussions, effective as of October 25, 2018, S.B. Israel and Hermetic Trust entered into a consent letter, (the Consent Letter), whereby the parties mutually agreed that, among other things, the payment of interest payable under the Notes that is due on October 28, 2018, be postponed until January 4, 2019.
The foregoing summary of the Consent Letter is not intended to be complete and is qualified in its entirety by reference to the Consent Letter, a copy of which is attached hereto as Exhibit 99.9, and is incorporated herein by reference.
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 99.7* | 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 | |
Exhibit 99.9 | Consent Letter dated October 25, 2018 between between S.B. Israel Telecom Ltd and Hermetic Trust, as the trustee of the Notes |
* | previously filed |
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: October 29, 2018
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 CORP. | ||
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 |
Exhibit 99.9
October 25, 2018
Consent letter
Reference is hereby made to those certain NIS 1,166,100,000 Fixed Rate Secured Notes due on January 29, 2020 (the Notes) which are constituted by, are subject to, and have the benefit of, an Assumption Agreement dated as of November 30, 2012 (the 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 (Note Terms, collectively with the Assumption Agreement, the Deed of Trust, and any other ancillary documents related 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.
1. | As Issuer has commenced discussions with the Noteholders regarding the terms of the loan Documents, the parties have agreed that the payment of the interest payable under the loan Documents that falls due on October 28, 2018 (the Interest Amount) be postponed for a period of 68 days until January 4, 2019 (the Deferment Period), with the express agreement that: |
(i) | the Interest Amount will be due and payable in full on the last day of the Deferment Period; |
(ii) | the Notes shall continue to bear interest in accordance with the terms and conditions of the loan Documents during (and after) the Deferment Period; |
(iii) | no change shall be made to the Interest Periods or to any subsequent Interest Payment Date and each shall remain as originally contemplated under the loan Documents; and |
(iv) | the Interest Amount will accrue interest at the Rate of Interest from October 28, 2018 until the end of the Deferment Period, with such interest to be due and payable in full on the last day of the Deferment Period, where the provisions of clause 7 (and in particular, but without limitation, clauses 7(c) and (d)) of the Assumption Agreement shall continue to apply without variation in respect of payment of the Interest Amount and in respect of the interest payable thereon pursuant to this clause 1(iv), where any Tax Gross Up amount payable by Issuer shall be due and payable by the Issuer as and when due and whether on an interest accrual or payment basis. |
2. | The Trustee, acting with the consent of the Noteholders, consents to the agreements set forth in clause 1 above (the Consent), it being understood that the Consent shall be limited precisely as written and relate solely to the interest payment due on October 28, 2018 and not to any other payment, and nothing in this letter shall be deemed 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, or prejudice any right or remedy that the Trustee or 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. |
3. | Issuer hereby represents and warrants that (i) it is duly incorporated and validly existing under the laws of the State of Israel; (ii) all authorizations, consents and approvals required by Issuer in connection with the execution of this letter have been obtained and are In full force and effect; and (iii) this letter constitutes a legal, valid, binding and enforceable obligation of the Issuer. |
4. | Condition 13 of the Note Terms (Governing Law and Jurisdiction) shall apply to this letter (mutatis mutandis). |
5. | Issuer 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 and execution of this letter, up to an amount of US$10,000 plus VAT. |
6. | This letter shall constitute an Issue Document within the meaning of such term under the Note Terms. |
The foregoing is agreed by all the signatories hereto as of the date first set forth above.
S.B. Israel Telecom Ltd. |
/s/ Adam Chesnoff |
By: Adam Chesnoff |
Hermetic Trust (1975) Ltd. |
/s/ Merav Offer |
By: Merav Offer |
Joint CEO |
2