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 (i) the release of the results of its previously announced two separate offers (the “Offers”) to purchase for cash the outstanding debentures of the series listed in the table below (collectively, the “Debentures”) and (ii) that it has amended the Offers by increasing the Maximum Purchase Amount from C$400,000,000 in aggregate purchase price, excluding accrued and unpaid interest, to an amount necessary to repurchase all tendered C$1,130,937,000 principal amount of the 3.50% MTN Debentures Series M-51 due 2050.
The Offers
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 Debentures (the “Offer to Purchase”). The Debentures 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 news release have the meanings given to them in the Offer to Purchase.
According to information provided by TSX Trust Company, the Tender Agent, C$1,584,041,000 combined aggregate principal amount of the Debentures were validly tendered in connection with the Offers prior to or at 5:00 p.m. (Eastern time) on March 24, 2025 (the “Expiration Date”) and not validly withdrawn. The table below provides certain information about the Offers, including the aggregate principal amount of each series of Debentures validly tendered and not validly withdrawn prior to the Expiration Date.
Title of
Debentures(1)
Principal
Amount
Outstanding
CUSIP / ISIN
Nos.(1)
Reference
Security(2)
Bloomberg
Reference
Page(2)
Fixed Spread
(Basis
Points)(2)
Principal
Amount
Tendered
Indicative
Acceptance
Amount
3.50% MTN
Debentures
Series M-51 due
2050
C$1,250,00
0,000
07813ZCD4 /
CA07813ZCD48
CAN 2 ¾
12/01/55
FIT CAN0-50
165
C$1,130,937,000
C$1,130,937,000
4.05% MTN
Debentures
Series M-55 due
2051
C$550,000,0
00
07813ZCH5 /
CA07813ZCH51
CAN 2 ¾
12/01/55
FIT CAN0-50
175
C$453,104,000
C$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 Debentures. They are provided solely for convenience.
(2)
The total consideration for each series of Debentures (such consideration, the “Total Consideration”) payable per each C$1,000 principal amount of such series of Debentures validly tendered and accepted for purchase will be based on the applicable Fixed Spread specified in the table above for such series of Debentures, plus the applicable yield based on the bid-side price of the applicable Canadian reference security as specified in the table above, as quoted on the applicable Bloomberg Reference Page as of 11:00 a.m. (Eastern time) on March 25, 2025, unless extended by the Company with respect to the applicable Offer. The Total Consideration does not include the applicable Accrued Coupon Payment, which will be payable in cash in addition to the applicable Total Consideration.
Indicative Series Acceptance Amounts
The Company expects to accept for purchase C$1,130,937,000 in aggregate principal amount of the 3.50% MTN Debentures Series M-51 due 2050 and C$0 in aggregate principal amount of the 4.05% MTN Debentures Series M-55 due 2051 tendered into the Offer for such Debentures.
Pricing and Settlement
Pricing in respect of the Debentures is expected to occur at 11 a.m. (Eastern time) on March 25, 2025, following which the Final Acceptance Amount, the Offer Yield and the Total Consideration in respect of the Debentures validly tendered and accepted for purchase pursuant to the Offers will be announced by the Company.
The “Settlement Date” in respect of any Debentures validly tendered and accepted for purchase pursuant to the Offer for such Debentures is expected to be March 27, 2025. The Company will also pay an Accrued Coupon Payment in respect of Debentures validly tendered and accepted for purchase pursuant to the Offer for such Debentures. Holders whose Debentures are accepted for purchase will lose all rights as Holder of the tendered Debentures and interest will cease to accrue on the Settlement Date for all Debentures accepted in the Offer for such Debentures.
The Company has retained RBC Dominion Securities Inc. (“RBC”), Scotia Capital Inc. (“Scotia”) and TD Securities Inc. (“TD”) are actingto act as lead dealer managers (, and BMO Nesbitt Burns Inc., Merrill Lynch Canada Inc., CIBC World Markets Inc., Desjardins Securities Inc., National Bank Financial Inc., Citigroup Global Markets Canada Inc., Wells Fargo Securities Canada, Ltd., Mizuho Securities Canada Inc., SMBC Nikko Securities Canada, Ltd. and Barclays Capital Canada Inc. to act as co-dealer managers (collectively, the “Dealer Managers”) for the Offers. Questions regarding the terms and conditions for the Offers or for copies of the Offer to Purchase should be directed to RBC at 1.877.381.2099 (toll-free) or 1.416.842.6311 (collect), Scotia at 416.863.7438 or TD at 1.866.584.2096 (toll-free) or 416.982.6451 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.
If the Company terminates any Offer with respect to one or more series of Debentures, it will give prompt notice to the Tender Agent, and all Debentures tendered pursuant to such terminated Offer will be returned promptly to the tendering Holders thereof. With effect from such termination, any Debentures blocked in CDS will be released.
Offer and Distribution Restrictions
The Offers were made solely pursuant to the Offer to Purchase. This news release does not constitute a solicitation of an offer to buy any securities in the United States. No Offer constitutes an offer or an invitation by, or on behalf of, BCE, the Company or the Dealer Managers (i) to participate in the Offers in the United States; (ii) to, or for the account or benefit of, any “U.S. person” (as such term is defined in Regulation S of the U.S. Securities Act of 1933, as amended); or (iii) to participate in the Offers in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction, and such persons are not eligible to participate in or tender any securities pursuant to the Offers. No action has been or will be taken in the United States or any other jurisdiction that would permit the possession, circulation or distribution of this news release, the Offer to Purchase or any other offering material or advertisements in connection with the Offers to (i) any person in the United States; (ii) any U.S. person; (iii) anyone in any other jurisdiction in which such offer or solicitation is not authorized; or (iv) any person to whom it is unlawful to make such offer or solicitation. Accordingly, neither this news release, the Offer to Purchase nor any other offering material or advertisements in connection with the Offers may be distributed or published, in or from the United States or any such other jurisdiction (except in compliance with any applicable rules or regulations of such other jurisdiction). Tenders will not be accepted from any holder located or resident in the United States.
In any jurisdiction in which the securities 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.
This news release is for informational purposes only. This news release is not an offer to purchase or a solicitation of an offer to sell any Debentures or any other securities of BCE, the Company or any of their subsidiaries.
Caution Concerning Forward-Looking Statements
Certain statements made in this news release are forward-looking statements, including, but not limited to, statements regarding the terms and timing for completion 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, whether as a result of new information, future events or otherwise. Forward-looking statements are provided herein for the purpose of giving information about the proposed 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 Inc. 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
SOURCE Bell Canada (MTL)
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