SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15a-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated
May 27, 2020
Partner Communications Company Ltd.
(Translation of Registrant’s Name Into English)
8 Amal Street
Afeq Industrial Park
Rosh Ha’ayin 48103
Israel
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.)
Form 20-F ☒ Form 40-F ☐
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ☐ No ☒
(If “Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- )
This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission on December 4, 2002 (Registration No. 333-101652), September 5, 2006 (Registration No. 333-137102), September 11, 2008 (Registration No. 333-153419), August 17, 2015 (Registration No. 333-206420), November 12, 2015 (Registration No. 333-207946), March 14, 2016 (Registration No. 333-210151) and on December 27, 2017 (Registration No. 333-222294), November 21, 2018 (Registration No. 333-228502)
Enclosure: Partner Communications announces an 'ila+/negative' rating for a debentures issuance (series g) following the exercise of option warrants (series a)
PARTNER COMMUNICATIONS ANNOUNCES AN
'ilA+/Negative' RATING FOR A DEBENTURES ISSUANCE
(SERIES G) FOLLOWING THE EXERCISE OF OPTION
WARRANTS (SERIES A)
ROSH HA'AYIN, Israel, May 27, 2020 - Partner Communications Company Ltd. ("Partner" or "the Company") (NASDAQ and TASE: PTNR), a leading Israeli communications operator, reports today that further to the Company's reports dated April 17, 2019, May 1, 2019 and July 1, 2019, with respect to a private placement in Israel of untradeable option warrants exercisable for Series G debentures of the Company ("the Debentures"), that S&P Global Ratings Maalot Ltd. ("S&P Maalot") issued today an 'ilA+/Negative' rating for the Debentures issuance in a total amount up to NIS 84.8 million, that will be issued by an expansion of the Series A Debentures as part of the exercise of untradeable option warrants ("Rating Notice").1
For further information see S&P Maalot's reported dated May 27, 2020 on: https://www.maalot.co.il/Publications/495/IRPar20200527155029.pdf or their informal English translation attached to this immediate report of the Company on Form 6-K furnished to the U.S. Securities and Exchange Commission.
The issuances described in this report are being made only in Israel and only to residents of Israel in a transaction that is exempt from the registration requirements of the US Securities Act of 1933, ("the Securities Act"), or are not subject to such requirements. The said debentures have not been registered and will not be registered in accordance with the Securities Act and will not be offered or sold only in the United States. This report does not constitute an offer to sell or solicit an offer to purchase any securities.
1 It should be noted that the Rating Notice was given further to the announcement of S&P Maalot dated April 17, 2019, regarding the rating for the issuance of the Debentures in a total amount up to NIS 326 million, by the issuance of two private series of non tradeable option warrants to expand the Debentures, and that the said rating Is to expand the series of Debentures from the total amount approved as stated.
NOT FOR RELEASE OR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SOUTH AFRICA OR SINGAPORE.
For additional details regarding the Company's Series G Debentures see the Company's Shelf Offering Report that the Company published in January 3, 2019 at:
https://mayafiles.tase.co.il/rpdf/1206001-1207000/P1206884-00.pdf and the Company's press releases and immediate reports (on Form 6-K) dated April 17, 2019 at:
https://maya.tase.co.il/reports/details/1225154 on May 1, 2019 at:
https://maya.tase.co.il/reports/details/1226942 on July 1, 2019 at: https://www.sec.gov/Archives/edgar/data/1096691/000117891319001781/zk1923231.htm or
https://maya.tase.co.il/reports/details/1238784 on November 28, 2019 at:
https://maya.tase.co.il/reports/details/1265589/2/0 and on February 27, 2020 at:
https://maya.tase.co.il/reports/details/1280967/2/0 and the Company's Annual Report on Form 20-F for the year ended December 31, 2019-"Item 5B. Liquidity and Capital Resources".
About Partner Communications
Partner Communications Company Ltd. ("Partner") is a leading Israeli provider of telecommunications services (cellular, fixed-line telephony, internet and television services). Partner’s ADSs are quoted on the NASDAQ Global Select Market™ and its shares are traded on the Tel Aviv Stock Exchange (NASDAQ and TASE: PTNR).
For more information about Partner see:
http://www.partner.co.il/en/Investors-Relations/lobby/
Contacts:
Mr. Tamir Amar Chief Financial Officer Tel: +972-54-781-4951 | Ms. Liat Glazer Shaft Head of Investor Relations & Corporate Projects Tel: +972-54-781-5051 E-mail: investors@partner.co.il |
2
Partner Communications Co. Ltd.
...............................................................................................................................
May 27, 2020
New Issuance
‘ilA+’ Rating Assigned To Bond Issuance Of
Up To NIS 84.8242 Million Par Value Through
A Future Private Placement Of Options Dated
April 2019
Primary Credit Analyst
Tom Dar, 972-3-7539722 tom.dar@spglobal.com
Additional Contact
Tamar Stein, 972-3-7539721 tamar.stein@spglobal.com
| Please note that this translation was made for convenience purposes and for the company's use only and under no circumstances shall obligate S&P Global Ratings Maalot Ltd. The translation has no legal status and S&P Global Ratings Maalot Ltd. does not assume any responsibility whatsoever as to its accuracy and is not bound by its contents. In the case of any discrepancy with the official Hebrew version published on May 27, 2020, the Hebrew version shall apply. |
1 | May 27, 2020 | New Issuance |
| Partner Communications Co. Ltd. |
New Issuance
‘ilA+’ Rating Assigned To Bond Issuance Of Up To NIS 84.824 Million Par Value Through A Future Private Placement Of Options Dated April 2019
S&P Maalot hereby assigns its ‘ilA+’ rating to bonds of up to NIS 84.824 million par value to be issued by Partner Communications Co. Ltd. (ilA+/Negative) through the expansion of Series G by exercising non-tradable options (see our rating report published on April 17, 2019). The proceeds from the issuance will be used for the company's ongoing activity.
We acknowledges a high degree of uncertainty about the rate of spread and peak of the coronavirus outbreak. Some government authorities estimate the pandemic will peak about midyear, and we are using this assumption in assessing the economic and credit implications. We believe the measures adopted to contain COVID-19 have pushed the global economy into recession (see our macroeconomic and credit updates here: www.spglobal.com/ratings). As the situation evolves, we will update our assumptions and estimates accordingly.
For additional information on the rating and for other regulatory requirements, see our rating report dated August 5, 2019.
2 | May 27, 2020 | www.maalot.co.il |
| Partner Communications Co. Ltd. |
| Rating Detail (As of 27-May-2020) | |
Partner Communications Co. Ltd. | |
| Issuer Credit Rating(s) | |
| Local Currency Long Term | ilA+/Negative |
| Issue Rating(s) | |
Senior Unsecured Debt | |
| Series D, F, G | ilA+ |
| Rating History | |
| Local Currency Long Term | |
| August 05, 2019 | ilA+/Negative |
| July 28, 2015 | ilA+/Stable |
| June 20, 2013 | ilAA-/Stable |
| December 06, 2012 | ilAA-/Negative |
| September 10, 2012 | ilAA-/Watch Neg |
| October 19, 2010 | ilAA-/Negative |
| October 05, 2009 | ilAA-/Stable |
| September 17, 2009 | ilAA- |
| July 14, 2009 | ilAA-/Watch Dev |
| March 24, 2009 | ilAA-/Watch Pos |
| October 28, 2008 | ilAA-/Stable |
| September 25, 2007 | ilAA-/Positive |
| March 20, 2007 | ilAA-/Stable |
| July 28, 2004 | ilAA- |
| February 16, 2004 | ilA+ |
| August 01, 2003 | ilA |
| Other Details | |
| Time of the event | 15:31 27/05/2020 |
| Time when the analyst first learned of the event | 15:31 27/05/2020 |
| Rating requested by | Issuer |
3 | May 27, 2020 | www.maalot.co.il |
| Partner Communications Co. Ltd. |
S&P Maalot is the commercial name of S&P Global Ratings Maalot Ltd. For a list of the most up-to-date ratings and for additional information regarding S&P Maalot’s surveillance policy, see S&P Global Ratings Maalot Ltd. website at www.maalot.co.il.
No content (including ratings, credit-related analyses and data, valuations, model, software or other application or output therefrom) or any part thereof (collectively, “the Content”) may be modified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission of of S&P Global Ratings Maalot Ltd. or its affiliates (collectively, S&P). The Content shall not be used for any unlawful or unauthorized purposes. S&P and any third-party providers, as well as their directors, officers, shareholders, employees or agents (collectively, “S&P Parties”) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance of any data input by the user. The Content is provided on an “as is” basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT’S FUNCTIONING WILL BE UNINTERRUPTED OR THAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content even if advised of the possibility of such damages.
Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as of the date they are expressed and not statements of fact. S&P’s opinions, analyses and rating acknowledgment decisions) are not recommendations to purchase, hold, or sell any securities or to make any investment decisions, and do not address the suitability of any security. S&P assumes no obligation to update the Content following publication in any form or format. The Content should not be relied on in making investment decisions or any other business decision, and is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making such decisions. S&P does not act as a fiduciary or an investment advisor except where registered as such. Ratings are correct as of the time of their publication. S&P updates rating report following ongoing surveillance of events or annual surveillance.
While S&P has obtained information from sources it believes to be reliable, S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. Rating-related publications may be published for a variety of reasons that are not necessarily dependent on action by rating committees, including, but not limited to, the publication of a periodic update on a credit rating and related analyses.
To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued in another jurisdiction for certain regulatory purposes, S&P reserves the right to assign, withdraw or suspend such acknowledgment at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of the assignment, withdrawal or suspension of an acknowledgment as well as any liability for any damage alleged to have been suffered on account thereof.
S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. As a result, certain business units of S&P may have information that is not available to other S&P business units. S&P has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with each analytical process.
S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on S&P Maalot website, at www.maalot.co.il, or on S&P website, at www.standardandpoors.com ( and may be distributed through other means, including via S&P publications and third-party redistributors.
4 | May 27, 2020 | www.maalot.co.il |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Partner Communications Company Ltd. | |||
| By: | /s/ Tamir Amar | ||
| Name: Tamir Amar | |||
| Title: Chief Financial Officer | |||
Dated: May 27, 2020