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Company Description

B Communications Ltd. (BCOM) operated as a holding company with a single asset: a controlling interest in Bezeq - The Israel Telecommunication Corp. Ltd., Israel's largest telecommunications provider. Founded in 1999 as 012 Smile.Communications, the company was headquartered in Ramat-Gan, Israel, and traded on both the Tel Aviv Stock Exchange (TASE) and previously on the NASDAQ Global Select Market. Through its stake in Bezeq, B Communications participated in Israel's telecommunications industry across fixed-line, mobile, internet, and satellite television services.

In November 2025, B Communications completed a transformative transaction, selling all of its holdings in Bezeq—441,135,157 ordinary shares representing approximately 26.4% ownership—to several institutional bodies for approximately NIS 2.735 billion. Following this sale, the company no longer holds any shares in Bezeq and has fundamentally changed from an operating telecommunications holding company to a cash-holding entity. This transaction marks the end of B Communications' role as Bezeq's controlling shareholder, a position it held since acquiring the controlling stake from the Apax-Saban-Arkin investment group.

Historical Business Model Through Bezeq

Prior to the November 2025 divestiture, B Communications' value was entirely derived from its controlling interest in Bezeq, which operated Israel's most extensive telecommunications infrastructure. Bezeq generated revenue through four distinct business segments: the Bezeq fixed-line division providing domestic landline communications, Pelephone Communications Ltd. offering mobile cellular services, Bezeq International Ltd. delivering internet connectivity and international calling, and DBS Satellite Services providing multi-channel satellite television. This diversified structure positioned Bezeq as Israel's only integrated telecommunications provider capable of delivering bundled services across all major communication platforms.

Bezeq's infrastructure assets included nationwide fiber optic networks, cellular tower networks supporting mobile services, international gateway facilities for overseas connectivity, and satellite uplink facilities for television broadcasting. The company served residential customers, small and medium businesses, large enterprises, and government entities across Israel. Bezeq's market position stemmed from its legacy as Israel's state-owned telecommunications monopoly, which was privatized through a series of transactions beginning in 2005. This historical dominance resulted in substantial fixed-line infrastructure ownership and high market recognition among Israeli consumers.

NASDAQ Delisting and Focus on Israeli Markets

In August 2020, B Communications announced its intention to voluntarily delist from the NASDAQ Global Select Market and deregister with the U.S. Securities and Exchange Commission. The company filed Form 25 in September 2020 to complete the NASDAQ delisting and subsequently filed Form 15 to terminate SEC reporting obligations. This decision was not driven by financial distress or regulatory compliance issues, but rather by strategic considerations to reduce administrative costs associated with dual-listing requirements and to concentrate investor relations efforts on the Israeli capital markets where the company maintained its primary listing on the Tel Aviv Stock Exchange.

The delisting eliminated the time and resources required for SEC compliance, including quarterly and annual filings prepared under U.S. GAAP, Sarbanes-Oxley Act compliance costs, and investor relations activities targeting U.S. shareholders. Following the delisting, B Communications continued full reporting to the Israel Securities Authority and TASE, maintaining transparency for its core investor base. Shareholders retained full ownership rights, and the ordinary shares continued trading on TASE under the symbol BCOM without interruption. This reflected the company's strategic assessment that its shareholder base and business operations were predominantly Israel-focused, making the costs of U.S. market access disproportionate to the benefits.

Ownership Structure and Control

B Communications itself was controlled by two principal shareholders: Searchlight II BZQ L.P., a private equity fund holding approximately 66.6% of the company, and T.N.R Investments Ltd., holding approximately 12.6%. Searchlight Capital Partners, a global private equity firm with telecommunications sector expertise, provided strategic oversight and governance. This ownership structure meant that investment decisions regarding Bezeq were ultimately influenced by sophisticated institutional investors with experience in telecommunications infrastructure, technology deployment, and capital allocation in regulated industries. The controlling shareholders' telecommunications experience shaped B Communications' approach to supporting Bezeq's network expansion initiatives and competitive positioning.

Current Status and Implications

Following the complete divestiture of Bezeq shares in November 2025, B Communications transitioned from an operating holding company with telecommunications assets to a cash-holding entity. The company received approximately NIS 2.735 billion in proceeds from the share sale, but no longer participates in telecommunications operations or generates revenue from Bezeq's business activities. Investors considering BCOM shares on the Tel Aviv Stock Exchange should understand that the company's historical business model as Bezeq's controlling shareholder has concluded, and future value will depend on management's decisions regarding the deployment of cash proceeds, potential acquisitions of new assets, or distributions to shareholders. The company continues to trade on TASE under the symbol BCOM, and maintains reporting obligations to Israeli securities regulators.

Israel Telecommunications Sector Context

The Israeli telecommunications market is characterized by intense competition across all service categories, regulatory oversight by the Ministry of Communications, and rapid technology transitions including fiber-to-the-home deployments and 5G mobile network rollouts. Bezeq faced competitive pressure from Partner Communications (mobile), Cellcom (mobile), HOT Telecommunication Systems (cable, internet, television), and other infrastructure-based competitors. Regulatory requirements mandated wholesale access to Bezeq's infrastructure, requiring the company to provide competitors with access to its copper and fiber networks at regulated rates. This regulatory framework, common in telecommunications markets with dominant incumbent operators, created both obligations and constraints on Bezeq's pricing flexibility and competitive strategies. While B Communications no longer participates in this market through Bezeq ownership, understanding this competitive and regulatory context provides historical perspective on the business model that defined the company from 1999 through 2025.

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No SEC filings available for BCOM.

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Frequently Asked Questions

What happened to B Communications' stake in Bezeq?

In November 2025, B Communications sold all of its holdings in Bezeq—441,135,157 ordinary shares—to several institutional bodies for approximately NIS 2.735 billion. The company no longer holds any shares in Bezeq and has transitioned from a telecommunications holding company to a cash-holding entity.

Why did B Communications delist from NASDAQ?

In August 2020, B Communications voluntarily delisted from NASDAQ to reduce administrative costs and focus on its Israel-centered investor base. This was a strategic decision, not due to financial distress or regulatory issues. The company continues to trade on the Tel Aviv Stock Exchange under the symbol BCOM.

What was B Communications' business model?

B Communications operated as a holding company with a single asset: a controlling interest (approximately 26.4%) in Bezeq, Israel's largest telecommunications provider. The company's value was entirely derived from Bezeq's operations across fixed-line, mobile, internet, and satellite television services until the complete divestiture in November 2025.

Does B Communications still trade publicly?

Yes, B Communications continues to trade on the Tel Aviv Stock Exchange (TASE) under the symbol BCOM. The company delisted from NASDAQ in 2020 but maintains its listing in Israel, where it reports to the Israel Securities Authority and TASE.

Who controlled B Communications?

B Communications was controlled by two principal shareholders: Searchlight II BZQ L.P., a private equity fund holding approximately 66.6%, and T.N.R Investments Ltd., holding approximately 12.6%. Searchlight Capital Partners provided strategic oversight with telecommunications sector expertise.

What is Bezeq's role in Israeli telecommunications?

Bezeq is Israel's largest telecommunications provider, operating through four segments: fixed-line communications, Pelephone (mobile services), Bezeq International (internet services), and DBS Satellite Services (satellite TV). As the former state-owned monopoly privatized in 2005, Bezeq maintains extensive infrastructure and market recognition across Israel.

What are the implications for BCOM shareholders after the Bezeq sale?

Following the November 2025 sale of all Bezeq holdings, BCOM shareholders now own shares in a cash-holding entity rather than a telecommunications holding company. Future value depends on management's decisions regarding cash deployment, potential new acquisitions, or distributions to shareholders.

How did B Communications acquire control of Bezeq?

B Communications acquired the controlling interest in Bezeq from the Apax-Saban-Arkin investment group, which had purchased the stake from the Israeli government during Bezeq's privatization. B Communications held this controlling position from acquisition until the complete divestiture in November 2025.

What regulatory environment did Bezeq operate under?

Bezeq operated under oversight by Israel's Ministry of Communications, with regulatory requirements mandating wholesale access to its infrastructure for competitors. This included providing access to copper and fiber networks at regulated rates, reflecting common regulatory frameworks for dominant incumbent telecommunications operators.

What was the competitive landscape for Bezeq?

Bezeq faced competition from Partner Communications and Cellcom in mobile services, and HOT Telecommunication Systems in cable, internet, and television. The Israeli market is characterized by intense competition across all service categories and rapid technology transitions including fiber deployments and 5G networks.