Internet Gold – Golden Lines Ltd. (the “Company or “Internet Gold“) was incorporated under the laws of the State of Israel in 1992, as a private company. In 1999 the Company’s shares were issued on NASDAQ Global Select Market and in 2005 the Company’s shares were also listed on the Tel Aviv Stock Exchange (“TASE“), as a dual listing company. The Company’s Series C Debentures and Series D Debentures are also listed on the TASE.
Until recently, the Company’s principal asset was a 51.95% stake in B Communications Ltd. (“B Communications“) that owns 26.34% in Bezeq Ltd., the leading communication group in Israel.
In January 2019, the Company reported that the Board of Directors resolved to open an immediate dialogue with the Company’s debenture holders and because of its inability to generate funds by selling its ownership interest in B Communications, it intends to withhold payments to its debenture holders until further notice.
On June 24, 2019 the Company signed a definitive agreement among the Company, B Communications, Searchlight II BZQ, L.P. and T.N.R Investments Ltd. (together the “Purchasers” and the “Searchlight Transaction”).
On December 2, 2019 the Searchlight Transaction was completed. At the closing of the transaction, the Company sold its entire holdings in B Communications for an aggregate amount of NIS 225 million, while at the same time the Company made an investment in B Communications of NIS 345 million (consisting of the amount paid for the B Communications shares by the Purchasers and an additional amount of NIS 120 million). In consideration, the Company received NIS 310 million par value of Series C debentures of B Communications as well as 8,383,234 ordinary shares of B Communications.
In November 2019 the Company reported that it received several offers from potential investors for the purchase of the Company’s shares as a shell company. These offers will be presented to the Company’s debenture holders, who will vote to determine the preferred offer. The offer that will be voted on will be included in the Company’s creditors’ arrangement and will be subject to the approval of the applicable Israeli court.
Following the completion of the Searchlight Transaction, the Company is not able to fully pay its debts, and the Company intends to initiate a creditors’ arrangement which will be submitted to the applicable Israeli court. The Company anticipates that pursuant to such arrangement the existing shares of the Company will be nullified and that contemporaneously the creditors of the Company and the party or parties to a transaction of a purchase of the Company’s shares as a ‘shell company’, if such transaction is completed, will receive, among else, 100% of the outstanding shares of the Company.