This news release contains forward-looking statements. For a description of the related risk factors and assumptions, please see the section entitled “Caution Concerning Forward-Looking Statements” later in this news release.
MONTRÉAL, March 24, 2025 /CNW/ – Bell Canada (“Bell” or the “Company”) today announced the release of the results of its previously announced five separate offers (the “Offers”) to purchase for cash the outstanding notes of the series listed in the table below (collectively, the “Notes”).
The Offers were made upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 17, 2025 relating to the Notes (the “Offer to Purchase”) and the notice of guaranteed delivery attached as Appendix A thereto (together with the Offer to Purchase, the “Tender Offer Documents”). The Notes are unconditionally guaranteed as to payment of principal, interest and other obligations by BCE Inc. (“BCE”), Bell Canada’s parent company. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.
The Offers expired at 5:00 p.m. (Eastern time) today, March 24, 2025 (the “Expiration Date”). The Guaranteed Delivery Date is 5:00 p.m. (Eastern time) on March 26, 2025. The Settlement Date will be March 27, 2025.
According to information provided by D.F. King & Co., Inc., the Information and Tender Agent in connection with the Offers, US$844,352,000 combined aggregate principal amount of Notes were validly tendered prior to or at the Expiration Date and not validly withdrawn. In addition, US$8,937,000 combined aggregate principal amount of Notes were tendered pursuant to the Guaranteed Delivery Procedures and remain subject to the Holders’ performance of the delivery requirements under such procedures. The table below provides certain information about the Offers, including the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn at or prior to the Expiration Date and the aggregate principal amount of Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date pursuant to the Tender Offer Documents.
Acceptance
Priority
Level
Title of Notes
CUSIP / ISIN
Nos.(1)
Principal
Amount
Outstanding (in
millions)
Total
Consideration(2)
Principal
Amount
Tendered(3)
Principal
Amount
Accepted(3)
Principal
Amount
Reflected in
Notices of
Guaranteed
Delivery
1
3.200% Series US-6
Notes due 2052
0778FP AH2 /
US0778FPAH21
US$650
US$662.16
US$191,019,000
US$191,019,000
US$2,342,000
2
3.650% Series US-7
Notes due 2052
0778FP AJ8 /
US0778FPAJ86
US$750
US$718.46
US$217,410,000
US$217,410,000
US$2,380,000
3
3.650% Series US-4
Notes due 2051
0778FP AF6 /
US0778FPAF64
US$500
US$724.85
US$78,609,000
US$78,609,000
US$0
4
2.150% Series US-5
Notes due 2032
0778FP AG4 /
US0778FPAG48
US$600
US$836.81
US$182,973,000
US$182,973,000
US$4,215,000
5
4.300% Series US-2
Notes due 2049
0778FP AB5 /
US0778FPAB50
US$600
US$804.40
US$174,341,000
US$174,341,000
US$0
(1)
No representation is made by the Company as to the correctness or accuracy of the CUSIP numbers or ISINs listed in this news release or printed on the Notes. They are provided solely for convenience.
(2)
The total consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each US$1,000 principal amount of such series of Notes validly tendered for purchase.
(3)
The amounts exclude the principal amounts of Notes for which Holders have complied with certain procedures applicable to guaranteed delivery pursuant to the Guaranteed Delivery Procedures. Such amounts remain subject to the Guaranteed Delivery Procedures. Notes tendered pursuant to the Guaranteed Delivery Procedures are required to be tendered at or prior to 5:00 p.m. (Eastern time) on March 26.
Overall, US$844,352,000 aggregate principal amount of Notes have been accepted for purchase, excluding the Notes delivered pursuant to the Guaranteed Delivery Procedures. A condition of the Offers is that the aggregate Total Consideration payable for Notes purchased in the Offers shall not exceed US$750,000,000 (the “Maximum Purchase Amount”) and that the Maximum Purchase Amount is sufficient to pay the Total Consideration for all validly tendered and not validly withdrawn Notes of a series (after accounting for all validly tendered Notes that have a higher Acceptance Priority Level) (the “Maximum Purchase Condition”). The Maximum Purchase Condition has been satisfied with respect to the Offers for all the series of Notes. Accordingly, all Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date have been accepted for purchase.
Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes have been accepted for purchase in the Offers will receive the applicable Total Consideration specified in the table above for each US$1,000 principal amount of such Notes, which will be payable in cash on the Settlement Date.
In addition to the applicable Total Consideration, Holders whose Notes have been accepted for purchase will be paid the Accrued Coupon Payment. Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers, including those tendered pursuant to the Guaranteed Delivery Procedures. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by the Depository Trust Company (“DTC”) or its participants.
The Company has retained RBC Capital Markets, LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC to act as lead dealer managers and BMO Capital Markets Corp., BofA Securities, Inc., TD Securities (USA) LLC, Scotia Capital (USA) Inc., CIBC World Markets Corp., Desjardins Securities Inc., National Bank of Canada Financial Inc., Citigroup Global Markets Inc., SMBC Nikko Securities America, Inc. and Barclays Capital Inc. to act as co-dealer managers (collectively, the “Dealer Managers”) for the Offers. Questions regarding the terms and conditions for the Offers should be directed to RBC Capital Markets, LLC at +1 (877) 381-2099 (toll-free) or +1 (212) 618-7843 (collect), Mizuho Securities USA LLC at +1 (866) 271-7403 (toll-free) or +1 (212) 205-7741 (collect) or Wells Fargo Securities, LLC at +1 (866) 309-6316 (toll-free) or +1 (704) 410-4235 (collect).
D.F. King & Co., Inc. is acting as the Information and Tender Agent for the Offers. Questions or requests for assistance related to the Offers or for additional copies of the Offer to Purchase may be directed to D.F. King & Co., Inc. in New York by telephone at +1 (212) 269-5550 (for banks and brokers only) or +1 (800) 967-5084 (for all others toll-free), or by email at bell@dfking.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers. The Tender Offer Documents can be accessed at the following link: www.dfking.com/bell.
If the Company terminates any Offer with respect to one or more series of Notes, it will give prompt notice to the Information and Tender Agent, and all Notes tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof. Upon such termination, any Notes blocked in DTC will be released.
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to sell any Notes or any other securities of BCE, the Company or any of their subsidiaries. The Offers were made solely pursuant to the Offer to Purchase. The Offers were not made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, “blue sky” or other laws of such jurisdiction. In any jurisdiction in which the securities or “blue sky” laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to have been made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
No action has been or will be taken in any jurisdiction that would permit the possession, circulation or distribution of either this announcement, the Offer to Purchase or any material relating to us or the Notes in any jurisdiction where action for that purpose is required. Accordingly, neither this announcement, the Offer to Purchase nor any other offering material or advertisements in connection with the Offers may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.
Forward-looking Statements
Certain statements made in this news release are forward-looking statements, including, but not limited to statements regarding settlement of the Offers. All such forward-looking statements are made pursuant to the “safe harbour” provisions of applicable Canadian securities laws and of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements. These statements are not guarantees of future performance or events and we caution you against relying on any of these forward-looking statements. The forward-looking statements contained in this news release describe our expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable securities laws, we do not undertake any obligation to update or revise any forward-looking statements contained in this news release. Forward-looking statements are provided herein for the purpose of giving information about the Offers referred to above. Readers are cautioned that such information may not be appropriate for other purposes.
About Bell
Bell is Canada’s largest communications company,1 providing advanced broadband Internet, wireless, TV, media and business communication services. Founded in Montréal in 1880, Bell is wholly owned by BCE. To learn more, please visit Bell.ca or BCE.ca.
Through Bell for Better we are investing to create a better today and a better tomorrow by supporting the social and economic prosperity of our communities. This includes the Bell Let’s Talk initiative, which promotes Canadian mental health with national awareness and anti-stigma campaigns like Bell Let’s Talk Day and significant Bell funding of community care and access, research and workplace leadership initiatives throughout the country. To learn more, please visit Bell.ca/LetsTalk.
1 Based on total revenue and total combined customer connections.
Media Inquiries:
Ellen Murphy
media@bell.ca
Investor Inquiries:
Richard Bengian
richard.bengian@bell.ca
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SOURCE Bell Canada (MTL)
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