Bell Announces Offering of US$2.25 billion aggregate principal amount of Hybrid Notes

Rhea-AI Summary

Bell Canada has announced a US$2.25 billion offering of Fixed-to-Fixed Rate Junior Subordinated Notes in two series. The first series consists of US$1 billion notes due 2055 with an initial 6.875% interest rate, resetting every five years from September 15, 2030. The second series comprises US$1.25 billion notes due 2055 with an initial 7.000% interest rate, resetting every five years from September 15, 2035.

The notes will be publicly offered in the United States through underwriters, with closing expected on February 18, 2025. BCE Inc. will fully guarantee the notes. Bell plans to use the proceeds to repurchase, redeem, or repay senior indebtedness and for general corporate purposes. The offering is being made in the U.S. under a prospectus supplement to Bell's amended shelf prospectus dated February 6, 2025.

Positive

• Substantial capital raise of US$2.25 billion through notes offering
• Guaranteed backing by BCE Inc. enhances notes' security
• Strategic debt management through repayment of senior indebtedness

Negative

• High interest rates on notes (6.875% and 7.000%)
• Long-term debt commitment extending to 2055
• Potential interest rate risk with rate resets every five years

Insights

Fixed Income Analyst

Bell Canada's US$2.25 billion hybrid notes offering represents a strategic move in debt management, particularly noteworthy for its unique structure and timing. The hybrid notes, split between US$1 billion Series A and US$1.25 billion Series B, feature sophisticated pricing mechanisms that protect both the issuer and investors.

The interest rate floors of 6.875% and 7.000% respectively are particularly significant in today's volatile rate environment. These floors provide yield protection for investors while offering Bell predictable maximum funding costs. The spreads over Treasury rates (2.390% and 2.363%) reflect the subordinated nature of these securities and Bell's credit quality.

The 30-year maturity to 2055 and the hybrid structure suggest Bell is optimizing its capital structure while maintaining financial flexibility. The junior subordinated status means these notes sit between senior debt and equity in the capital structure, potentially providing favorable treatment from rating agencies while avoiding immediate equity dilution.

The USD denomination is strategic, tapping into the deeper U.S. market for hybrid securities and potentially achieving better pricing than available in the Canadian market. The use of proceeds to refinance senior debt indicates a liability management exercise that could improve the company's overall cost of capital while extending its debt maturity profile.

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, Feb. 12, 2025 /PRNewswire/ - Bell Canada (Bell) today announced the offering of US$2.25 billion aggregate principal amount of Fixed-to-Fixed Rate Junior Subordinated Notes in two series (the Offering).

The US$1 billion Fixed-to-Fixed Rate Junior Subordinated Notes, Series A due 2055 will initially bear interest at an annual rate of 6.875% and reset every five years starting on September 15, 2030 at an annual rate equal to the five-year U.S. Treasury rate plus a spread of 2.390%, provided that the interest rate during any five-year interest period will not reset below 6.875%. The US$1.25 billion Fixed-to-Fixed Rate Junior Subordinated Notes, Series B due 2055 will initially bear interest at an annual rate of 7.000% and reset every five years starting on September 15, 2035 at an annual rate equal to the five-year U.S. Treasury rate plus a spread of 2.363%, provided that the interest rate during any five-year interest period will not reset below 7.000% (together, the Notes).

The Notes are being publicly offered in the United States through a syndicate of underwriters. Closing of the Offering is expected to occur on February 18, 2025, subject to customary closing conditions. The Notes will be fully and unconditionally guaranteed by BCE Inc.

Bell intends to use the net proceeds from the Offering to repurchase, redeem or repay, as applicable, its senior indebtedness and for other general corporate purposes.

The Offering is being made in the United States pursuant to a prospectus supplement to Bell's amended and restated short form base shelf prospectus dated February 6, 2025, filed with the Securities and Exchange Commission as part of an effective shelf registration statement on Form F-10. The Notes are not qualified for distribution in Canada under a prospectus pursuant to applicable securities laws, and no offer, sale or solicitation of an offer to buy Notes in Canada or to residents of Canada will be made unless an exemption from Canadian prospectus requirements is available.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Copies of the amended and restated short form base shelf prospectus and the prospectus supplement relating to the Offering, which have been filed with the U.S. Securities and Exchange Commission, may be obtained from the Investor Relations department of Bell Canada at Building A, 8th floor, 1 Carrefour Alexander-Graham-Bell, Verdun, Québec, H3E 3B3 (telephone 1-800-339-6353). Copies of these documents are also available electronically on the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators (SEDAR+), at www.sedarplus.com, or on the Electronic Data Gathering, Analysis, and Retrieval system, administered by the U.S. Securities and Exchange Commission (EDGAR) at www.sec.gov.

Caution Concerning Forward-Looking Statements

Certain statements made in this news release are forward-looking statements, including, but not limited to, statements relating to the expected timing and completion of the proposed sale of the Notes, the intended use of the net proceeds of such sale 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, 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 offering referred to above. Readers are cautioned that such information may not be appropriate for other purposes. The timing and completion of the abovementioned proposed sale of the Notes is subject to customary closing terms and other risks and uncertainties. Accordingly, there can be no assurance that the proposed sale of the Notes will occur, or that it will occur at the expected time indicated in this news release.

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

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SOURCE Bell Canada (MTL)

FAQ

What is the total value of Bell's 2025 hybrid notes offering?

Bell's hybrid notes offering amounts to US$2.25 billion, split between two series of Fixed-to-Fixed Rate Junior Subordinated Notes.

What are the interest rates for BCE's 2055 Series A and B notes?

Series A notes have an initial rate of 6.875% while Series B notes have an initial rate of 7.000%, with both rates resetting every five years but not falling below their initial rates.

When will BCE's new hybrid notes begin resetting their interest rates?

Series A notes will begin resetting rates on September 15, 2030, while Series B notes will begin resetting on September 15, 2035.

How will Bell use the proceeds from the 2025 notes offering?

Bell intends to use the proceeds to repurchase, redeem or repay senior indebtedness and for general corporate purposes.

When is the expected closing date for BCE's 2025 hybrid notes offering?

The offering is expected to close on February 18, 2025, subject to customary closing conditions.