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
 
September 18, 2017
 
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) and on March 14, 2016 (Registration No. 333-210151)
 
Enclosure: Partner Communications announces uniform weighted discount rate for series F debentures and an 'ilA+' rating for a deferred private placement
 


 
PARTNER COMMUNICATIONS ANNOUNCES UNIFORM
WEIGHTED DISCOUNT RATE FOR SERIES F DEBENTURES
AND AN 'ilA+' RATING FOR A DEFERRED PRIVATE PLACEMENT
 
ROSH HA'AYIN, Israel, September 17, 2017 - Partner Communications Company Ltd. ("Partner" or "the Company") (NASDAQ and TASE: PTNR ), a leading Israeli communications operator, announces today that further to the Company's report dated September 13, 2017, with respect to the agreement that the Company entered into for a  private placement for additional Series F debentures in Israel on December 4, 2018 (the " Agreed Date "), and in accordance with the approval that the Company received from the Israel Tax Authority of a "Green Track" arrangement, the discount rate for the additional debentures to be issued in the deferred private placement is 0.65868% . Therefore, the uniform weighted discount rate according to a formula that weights the discount rate for the debentures as it was in the issuance of the existing debentures, with the discount rate as determined in the issuance of the additional debentures is 0.19697% .

In case the debentures' rating on the Agreed Date shall be il/(A-) or below, a discount of approximately 1% on the price of the debentures will be given and in this case, the price 1 will be NIS 0.993 for each Series F debenture in the amount of NIS 1 par value  reflecting an effective yield of 2.67% per annum and the total consideration will be an amount of NIS 148,950,000. In addition, the Company will pay to the institutional investors, an early commitment fee. In this case, the discount rate for the new debentures to be issued in the private placement will be 1.65868% and the uniform weighted discount rate will be 0.49602% .

In addition, the Company reports that S&P Global Ratings Maalot Ltd. (" Maalot ") has rated the deferred private placement of the additional said Series F debentures with an ' ilA+' rating in a total amount up to NIS 150 million.
 

1   Including the accrued paid interest.


 
The offering described in this press release was made only in Israel and only to residents of Israel in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act of 1933 (the " Securities Act "). The said debentures have not been, and will not be, registered under the U.S. Securities Act of 1933 and will not be offered or sold in the United States. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities.

For additional details regarding the Company's existing debentures, see the Company's press release and immediate report (on Form 6-K) dated July 20, 2017 at:   https://www.sec.gov/Archives/edgar/data/1096691/000117891317002098/zk1720277.htm or http://maya.tase.co.il/reports/details/1111245 , on August 16, 2017 at: https://www.sec.gov/Archives/edgar/data/1096691/000117891317002466/zk1720448.htm or http://maya.tase.co.il/reports/details/1116227 , on September 13, 2017 at:   http://maya.tase.co.il/reports/details/1121707 or https://www.sec.gov/Archives/edgar/data/1096691/000117891317002657/zk1720541.htm   and the Company's Annual Report on Form 20-F for the year ended December 31, 2016 – "Item 5B. Liquidity and Capital Resources" and for the Maalot rating see   http://maya.tase.co.il/reports/details/1122374 or the informal translation of the report in English that will be attached to the immediate report on Form 6-K to be furnished to the U.S Securities and Exchange Commission.

Forward-Looking Statements
This press release includes forward-looking statements, as that term is defined in Section 27A of the Securities Act, Section 21E of the U.S. Securities Exchange Act of 1934, as amended, and the safe-harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.  Words such as "will", "believe", "anticipate", "expect", "intend", "strive", "seek", "plan", "could", "may", "foresee", "target", "objective" and similar expressions typically convey forward-looking statements, but these words are not the only words that convey such statements.  All statements other than statements of historical fact included in this press release, including statements relating to the closing of the deferred private placement of debentures, and any other statements regarding other future events or our future prospects, are forward-looking statements. We have based these forward-looking statements on our current knowledge and our present beliefs and projections regarding possible future events. These forward-looking statements are subject to risks, uncertainties and assumptions about Partner, and possible regulatory and legal developments. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this press release might not occur, and actual results may differ materially from the results anticipated. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 
2
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. David (Dudu) Mizrahi
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

3



Partner Communications  Company Ltd.

 
September 17, 2017
 
New Issuance
 
'ilA+' Rating Assigned To Deferred Private Placement Of Bonds Of Up To NIS 150 Million
 
Primary Credit Analyst
Tamar Stein, 972-3-7539721 tamar.stein@spglobal.com
 
Secondary Credit Analyst
Gil Avrahami, 972-3-7539719 gil.avrahami@spglobal.com
 
Please note that this translation was made for convenience purposes and for the company's internal 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 September 14, 2017, the Hebrew version shall apply.
 
  1 | September 17, 2017
New issuance

Partner Communications Company Ltd.
 
New Issuance
 
'ilA+' Rating Assigned To Deferred Private Placement Of Bonds Of Up To NIS 150 Million
 
S&P Maalot hereby assigns its 'ilA+' rating to bonds of up to NIS 150 million par value to be issued by Partner Communications Company Ltd. (ilA+/Stable) through the expansion of Series F. This rating is assigned to the expansion scheduled for December 4, 2018. The rating for these bonds is assigned, among other things, based on an agreement to purchase Series F bonds in a deferred private placement, signed recently between the Company and institutional investors. We note that if material events occur that affect the Company's rating before the issuance, they may also affect the rating of the bond.
 
The proceeds from this issuance will mainly be used to finance the Company's ongoing operations.
 
For additional information on the company's issuer rating and for additional regulatory requirements, see our rating report dated July 27, 2017.
 
Rating Detail (As of 17-Sep-2017)
Partner Communications Company Ltd.
Issuer Credit Rating(s)
Local Currency Long Term
ilA+/Stable
 
Issue Rating(s)
Senior Unsecured Debt
Series C,D,E, F
ilA+
 
Rating History
Local Currency Long Term
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
17/09/2017 13:15
Time when the analyst first learned of the event
17/09/2017 15 13:
Rating requested by
Issuer
 
  2 | September 17, 2017
www.maalot.co.il
 

Partner Communications Company Ltd.
 
Credit Rating Surveillance
S&P Maalot is the commercial name of S&P Global Ratings Maalot Ltd. S&P Maalot conducts surveillance activities on developments which may affect the creditworthiness of issuers and specific bond series which it rates, on an ongoing basis. The purpose of such surveillance is to identify parameters which may lead to a change in the rating.
 
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  3 | September 17, 2017
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/ David (Dudu) Mizrahi  
    Name: David (Dudu) Mizrahi  
    Title: Chief Financial Officer  
 
Dated: September 18, 2017
 
 

 

 
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