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.
MONTRÃ%AL, May 27, 2026 /PRNewswire/ - Bell Canada ("Bell" or the
"Company") today announced the commencement of separate offers (the
"Offers") to purchase for cash any and all of the six series of
outstanding notes of the series listed in the table below (collectively,
the "Notes"), up to a maximum of US$1,150 million aggregate principal
amount. Subject to the Maximum Purchase Condition (as defined below) and
the Financing Condition (as defined below), the series of Notes that are
purchased in the Offers will be based on the acceptance priority levels
(each, an "Acceptance Priority Level") set forth in the table below. If
a given series of Notes is accepted for purchase pursuant to the Offers,
all Notes of that series that are validly tendered will be accepted for
purchase. No series of Notes will be subject to proration pursuant to
the Offers.
The Offers are made upon the terms and subject to the conditions set
forth in the Offer to Purchase dated May 27, 2026 relating to the Notes
(the "Offer to Purchase") and the notice of guaranteed delivery attached
as Appendix A thereto (the "Notice of Guaranteed Delivery" and, 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's parent company.
Capitalized terms used but not defined in this news release have the
meanings given to them in the Offer to Purchase.
Fixed
Acceptance Principal Bloomberg Spread
Priority Title of Amount CUSIP / ISIN Reference Reference (Basis
Level(1) Notes Outstanding Nos. (2) Security(3) Page(3) Points)(3)
---------- ------------- ---------------- ------------ ----------- --------- ----------
4.750% U.S.
Treasury
3.200% Series due
US-6 Notes 0778FP AH2 / February
1 due 2052 US$458,981,000 US0778FPAH21 15, 2056 FIT1 +70
---------- ------------- ---------------- ------------ ----------- --------- ----------
4.750% U.S.
Treasury
3.650% Series due
US-7 Notes 0778FP AJ8 / February
2 due 2052 US$532,590,000 US0778FPAJ86 15, 2056 FIT1 +75
---------- ------------- ---------------- ------------ ----------- --------- ----------
4.750% U.S.
Treasury
3.650% Series due
US-4 Notes 0778FP AF6 / February
3 due 2051 US$421,391,000 US0778FPAF64 15, 2056 FIT1 +75
---------- ------------- ---------------- ------------ ----------- --------- ----------
5.000% U.S.
4.300% Series Treasury
US-2 Notes 0778FP AB5 / due May 15,
4 due 2049 US$425,659,000 US0778FPAB50 2046 FIT1 +80
---------- ------------- ---------------- ------------ ----------- --------- ----------
3.875% U.S.
2.150% Series Treasury
US-5 Notes 0778FP AG4 / due April
5 due 2032 US$417,027,000 US0778FPAG48 30, 2031 FIT1 +45
---------- ------------- ---------------- ------------ ----------- --------- ----------
5.000% U.S.
4.464% Series Treasury
US-1 Notes 0778FP AA7 / due May 15,
6 due 2048 US$1,150,000,000 US0778FPAA77 2046 FIT1 +80
---------- ------------- ---------------- ------------ ----------- --------- ----------
(1) Subject to the satisfaction or waiver by the Company of the conditions of
the Offers described in the Offer to Purchase, if the Maximum Purchase
Condition is not satisfied with respect to all series of Notes, the
Company will accept Notes for purchase in the order of their respective
Acceptance Priority Level specified in the table above (each, an
"Acceptance Priority Level," with 1 being the highest Acceptance Priority
Level and 6 being the lowest Acceptance Priority Level). It is possible
that a series of Notes with a particular Acceptance Priority Level will
not be accepted for purchase even if one or more series with a higher or
lower Acceptance Priority Level are accepted for purchase.
(2) 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.
(3) 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 will be based on the
applicable fixed spread specified in the table above for such series of
Notes, plus the applicable yield based on the bid-side price of the
applicable U.S. Treasury reference security as specified in the table
above, as quoted on the applicable Bloomberg Reference Page as of 2:00
p.m. (Eastern time) on June 3, 2026, unless extended by the Company with
respect to the applicable Offer (such date and time with respect to an
Offer, as the same may be extended by the Company with respect to such
Offer, the "Price Determination Date"). The Total Consideration does not
include the applicable Accrued Coupon Payment (as defined below), which
will be payable in cash in addition to the applicable Total
Consideration.
The Offers will expire at 5:00 p.m. (Eastern time) on June 3, 2026,
unless extended or earlier terminated by the Company (such date and time
with respect to an Offer, as the same may be extended with respect to
such Offer, the "Expiration Date"). Notes validly tendered for purchase
may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern
time) on June 3, 2026 (such date and time with respect to an Offer, as
the same may be extended with respect to such Offer, the "Withdrawal
Date"), but not thereafter, unless extended by the Company with respect
to any Offer.
For Holders who deliver a Notice of Guaranteed Delivery and all other
required documentation at or prior to the Expiration Date, upon the
terms and subject to the conditions set forth in the Tender Offer
Documents, the deadline to validly tender Notes using the Guaranteed
Delivery Procedures (as defined in the Offer to Purchase) will be the
second business day after the Expiration Date and is expected to be 5:00
p.m. (Eastern time) on June 5, 2026, unless extended with respect to any
Offer (the "Guaranteed Delivery Date").
Provided that all conditions to the Offers have been satisfied or waived
by the Company by the Expiration Date (or the Initial Settlement Date in
the case of the Financing Condition), the Company will settle all Notes
validly tendered at or prior to the Expiration Date and not validly
withdrawn at or prior to the Withdrawal Date and accepted for purchase
by the Company in such Offers on (i) the second business day after the
Expiration Date, which is expected to be June 5, 2026, with respect to
any Notes validly tendered prior to the Expiration Date, unless extended
with respect to any Offer (the "Initial Settlement Date") and/or (ii)
the second business day after the Guaranteed Delivery Date, which is
expected to be June 9, 2026, with respect to any Notes validly tendered
at or prior to the Guaranteed Delivery Date using the Guaranteed
Delivery Procedures (as defined below), unless extended by the Company
with respect to any Offer (the "Guaranteed Delivery Settlement Date").
Each of the Initial Settlement Date and the Guaranteed Delivery
Settlement Date is herein referred to as a "Settlement Date" and
collectively as the "Settlement Dates."
Upon the terms and subject to the conditions set forth in the Offer to
Purchase, Holders whose Notes are accepted for purchase in the Offers
will receive the applicable Total Consideration for each US$1,000
principal amount of such Notes in cash on the applicable Settlement
Date. Promptly after 2:00 p.m. (Eastern time) on June 3, 2026, the Price
Determination Date, unless extended by the Company with respect to any
Offer, the Company will issue a press release specifying, among other
things, the Total Consideration for each series of Notes validly
tendered and accepted for purchase or that the Company intends to accept
for purchase subject to the satisfaction or waiver of the Financing
Condition by the Settlement Date.
In addition to the applicable Total Consideration, Holders whose Notes
are accepted for purchase by the Company will receive a cash payment
equal to the accrued and unpaid interest on such Notes from and
including the immediately preceding interest payment date for such Notes
to, but excluding, the Initial Settlement Date (the "Accrued Coupon
Payment"). Interest will cease to accrue on the Initial Settlement Date
for all Notes accepted in the Offers. 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's obligation to complete an Offer with respect to a
particular series of Notes validly tendered is conditioned on the
satisfaction of conditions described in the Offer to Purchase, including
that the aggregate principal amount purchased in the Offers (the
"Aggregate Purchase Amount") not exceed US$1,150 million (the "Maximum
Purchase Amount"), and on the Maximum Purchase Amount being sufficient
to include the aggregate principal amount of all validly tendered and
not validly withdrawn Notes of such series (after accounting for all
validly tendered and not validly withdrawn Notes that have a higher
Acceptance Priority Level) (the "Maximum Purchase Condition") and on the
Company having raised by the Initial Settlement Date net proceeds
through one or more issuances of debt securities (other than "Senior
Indebtedness") in the public or private capital markets, on terms
reasonably satisfactory to the Company, sufficient to purchase all Notes
validly tendered (and not validly withdrawn) and accepted for purchase
by the Company in the Offers, subject to the Maximum Purchase Amount,
and to pay accrued interest and all fees and expenses in connection with
the Offers (the "Financing Condition"). "Senior Indebtedness" means
indebtedness (excluding indebtedness or borrowings under any credit or
debt facility existing prior to the commencement of the Offers) if such
indebtedness (i) has obligors, guarantors or collateral (or a higher
priority with respect to collateral) that the Notes do not have; (ii)
has a weighted average life to maturity less than that of the Notes; or
(iii) is otherwise senior in right of payment to the Notes. The Company
reserves the right, but is under no obligation, to increase or waive the
Maximum Purchase Amount, in its sole discretion subject to applicable
law, with or without extending the Withdrawal Date. No assurance can be
given that the Company will increase or waive the Maximum Purchase
Amount. If Holders tender more Notes in the Offers than they expect to
be accepted for purchase based on the Maximum Purchase Amount and the
Company subsequently accepts more than such Holders expected of such
Notes tendered as a result of an increase of the Maximum Purchase Amount,
such Holders may not be able to withdraw any of their previously
tendered Notes. Accordingly, Holders should not tender any Notes that
they do not wish to be accepted for purchase.
If the Maximum Purchase Condition is not satisfied with respect to each
series of Notes, for (i) a series of Notes (the "First Non-Covered
Notes") for which the Maximum Purchase Amount is less than the sum of
(x) the Aggregate Purchase Amount for all validly tendered First
Non-Covered Notes and (y) the Aggregate Purchase Amount for all validly
tendered Notes of all series having a higher Acceptance Priority Level
as set forth in the table above (with 1 being the highest Acceptance
Priority Level and 6 being the lowest Acceptance Priority Level) than
the First Non-Covered Notes, and (ii) all series of Notes with an
Acceptance Priority Level lower than the First Non-Covered Notes
(together with the First Non-Covered Notes, the "Non-Covered Notes"),
the Company may, at any time on or prior to the Expiration Date:
(a) terminate an Offer with respect to one or more series of Non-Covered
Notes for which the Maximum Purchase Condition has not been satisfied,
and promptly return all validly tendered Notes of such series, and any
other series of Non-Covered Notes, to the respective tendering Holders;
or
(b) waive the Maximum Purchase Condition with respect to one or more series
of Non-Covered Notes and accept all Notes of such series, and of any
series of Notes having a higher Acceptance Priority Level, validly
tendered; or
(c) if there is any series of Non-Covered Notes with a lower Acceptance
Priority Level than the First Non-Covered Notes for which:
(i) the Aggregate Purchase Amount necessary to purchase all validly
tendered Notes of such series, plus
(ii) the Aggregate Purchase Amount necessary to purchase all validly
tendered Notes of all series having a higher Acceptance Priority
Level than such series of Notes, other than any series of
Non-Covered Notes that has or have not also been accepted as
contemplated by this clause (c), is equal to, or less than, the
Maximum Purchase Amount, accept all validly tendered Notes of all
such series having a lower Acceptance Priority Level, until there
is no series of Notes with a higher or lower Acceptance Priority
Level to be considered for purchase for which the conditions set
forth above are met.
It is possible that a series of Notes with a particular Acceptance
Priority Level will fail to meet the conditions set forth above and
therefore will not be accepted for purchase even if one or more series
with a higher or lower Acceptance Priority Level are accepted for
purchase.
For purposes of determining whether the Maximum Purchase Condition is
satisfied, the Company will assume that all Notes tendered pursuant to
the Guaranteed Delivery Procedures will be duly delivered at or prior to
the Guaranteed Delivery Date and the Company will not subsequently
adjust the acceptance of the Notes in accordance with the Acceptance
Priority Levels if any such Notes are not so delivered. The Company
reserves the right, subject to applicable law, to waive the Maximum
Purchase Condition with respect to any Offer.
The Offers are subject to the satisfaction of these and certain other
conditions as described in the Offer to Purchase. The Company reserves
the right, subject to applicable law, to waive any and all conditions to
any Offer. If any of the conditions is not satisfied, the Company is not
obligated to accept for payment, purchase or pay for, and may delay the
acceptance for payment of, any tendered Notes, in each event subject to
applicable laws, and may terminate or alter any or all of the Offers.
The Offers are not conditioned on the tender of any aggregate minimum
principal amount of Notes of any series (subject to minimum denomination
requirements as set forth in the Offer to Purchase).
The Company has retained BofA Securities, Inc., Citigroup Global Markets
Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC to act as
lead dealer managers (the "Dealer Managers") for the Offers. Questions
regarding the terms and conditions for the Offers should be directed to
BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980)
387-3907 (collect), Citigroup Global Markets Inc. at +1 (800) 558-3745
(toll-free) or +1 (212) 723-6106 (collect), RBC Capital Markets, LLC at
+1 (877) 381-2099 (toll-free) or +1 (212) 618-7843 (collect) and Wells
Fargo Securities, LLC at +1 (866) 309-6316 (toll-free) or +1 (704)
410-4235 (collect).
D.F. King & Co., Inc. will act 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) 257-2468 (for
banks and brokers only) or +1 (800) 967-7635 (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. With effect from
such termination, any Notes blocked in DTC will be released.
Holders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes as to when such intermediary
would need to receive instructions from a beneficial owner in order for
that Holder to be able to participate in, or withdraw their instruction
to participate in the Offers before the deadlines specified herein and
in the Offer to Purchase. The deadlines set by any such intermediary and
DTC for the submission and withdrawal of tender instructions will also
be earlier than the relevant deadlines specified herein and in the Offer
to Purchase.
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
Notes or any other securities of BCE, the Company or any of their
subsidiaries. The Offers are being made solely pursuant to the Offer to
Purchase. The Offers are not being 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 news release, 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 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 any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction. 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 conditions and timing for completion of the Offers, including the acceptance for purchase of any Notes validly tendered and the expected Expiration Date and Settlement Dates thereof; the method by which the Company will fund the Offers and purchases thereunder; the satisfaction or waiver of certain conditions of the Offers, including the Maximum Purchase Condition and the Financing Condition; and other statements that are not historical facts. 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 are subject to inherent risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results or events could differ materially from our expectations. 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. Readers are cautioned that such information may not be appropriate for other purposes. The Company's obligation to complete an Offer with respect to a particular series of Notes validly tendered is conditioned on the satisfaction of conditions described in the Offer to Purchase, including the Maximum Purchase Condition and the Financing Condition. Accordingly, there can be no assurance that repurchases of the Notes under the Offers will occur, or that they will occur at the expected time indicated in this news release. For additional information on assumptions and risks underlying certain of the forward-looking statements made in this news release, please consult BCE Inc.'s $(BCE)$ 2025 Annual MD&A dated March 5, 2026, BCE's First Quarter MD&A dated May 6, 2026 and BCE's news release dated May 7, 2026 announcing its financial results for the first quarter of 2026, filed with the Canadian provincial securities regulatory authorities (available at sedarplus.ca) and with the U.S. Securities and Exchange Commission (available at SEC.gov). These documents are also available at BCE.ca. About Bell Bell is Canada's largest communications company(1) , leading the way in advanced fibre and wireless networks, enterprise services and digital media. By delivering next-generation technology that leverages cloud-based and AI-driven solutions, we're keeping customers connected, informed and entertained while enabling businesses to compete on the world stage. To learn more, please visit Bell.ca or BCE.ca. (1) Based on total revenue and total combined customer connections. Media Inquiries: Ellen Murphy media@bell.ca Investor & Analyst Inquiries: Krishna Somers Krishna.somers@bell.ca View original content:https://www.prnewswire.com/news-releases/bell-announces-cash-tender-offers-for-six-series-of-debt-securities-302783158.html SOURCE Bell Canada (MTL)
(END) Dow Jones Newswires
May 27, 2026 09:31 ET (13:31 GMT)
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