Partner Communications Co Ltd.

Major Shareholding Notification • Sep 23, 2019

SC 13D/A 1 d807017dsc13da.htm SCHEDULE 13D/A (AMENDMENT NO.11)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 11) UNDER THE SECURITIES EXCHANGE ACT OF 1934

Partner Communications Company Ltd.

(Name of Issuer)

Ordinary Shares, par value NIS0.01 per share (Title of Class of Securities)

70211M109* (CUSIP Number)

Adam Chesnoff Saban Capital Group LLC 10100 Santa Monica Boulevard, Suite 2600 Los Angeles, CA 90067 (310) 557-5100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

with a copy to:

David Eisman, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 300 South Grand Avenue, Suite 3400 Los Angeles, CA 90071 (213) 687-5381 September 20, 2019 (Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. □

The information required on the remainder of this cover page shall not be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This CUSIP number applies to the American Depositary Shares, evidenced by American Receipts, each representing one Ordinary Share, par value NISO.01 per share. No CUSIP number has been assigned to the Ordinary Shares.

CUSIP No. 70211M109 Page 2 of 11 NAME OF REPORTING PERSON: 1 S.B. Israel Telecom Ltd. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) □ (b) 区 3 SEC USE ONLY 4 SOURCE OF FUNDS: NA 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ದ CITIZENSHIP OR PLACE OF ORGANIZATION: ર્ Israel 7 SOLE VOTING POWER: number of 0 SHARES 8 SHARED VOTING POWER: BENEFICIALLY OWNED BY 49,862,800 (see Item 5) EACH 9 SOLE DISPOSITIVE POWER: REPORTING PERSON 0 WTTH 10 SHARED DISPOSITIVE POWER: 49,862,800 (see Item 5) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 49,862,800 (see Item 5) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: 区 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 30.41%* 14 TYPE OF REPORTING PERSON: CO

Based on 163,982,640 Ordinary Shares outstanding as of August 27, 2019. *

	CUSIP No. 70211M109			Page 3 of 11
1			NAME OF REPORTING PERSON:
			SCG Communication Ventures LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) □ (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	NA
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	17
6		CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
	NUMBER OF		0
	SHARES BENEFICIALLY	8	SHARED VOTING POWER:
	OWNED BY		49,862,800 (see Item 5)
	EACH REPORTING	9	SOLE DISPOSITIVE POWER:
	PERSON WITH		0
		10	SHARED DISPOSITIVE POWER:
			49,862,800 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	49,862,800 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
		ਲ
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	30.41%*
14			TYPE OF REPORTING PERSON:
	HC

Schedule 13D/A (Amendment No.11)

	CUSIP No. 70211M109			Page 4 of 1
1	NAME OF REPORTING PERSON:
		HSAC Investments, L.P.
2	(a) ロ	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (b) 区
3	SEC USE ONLY
4		SOURCE OF FUNDS:
	NA
5			CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	广
6		CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
	NUMBER OF		0
	SHARES BENEFICIALLY	8	SHARED VOTING POWER:
	OWNED BY EACH		49,862,800 (see Item 5)
	REPORTING PERSON	9	SOLE DISPOSITIVE POWER:
	WITH		0
		10	SHARED DISPOSITIVE POWER:
			49,862,800 (see Item 5)
II			AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12	49,862,800 (see Item 5)
			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
। ਤੇ	区
	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14	30.41%* TYPE OF REPORTING PERSON:
	HC

	CUSIP No. 70211M109			Page 5 of 11
r	NAME OF REPORTING PERSON:
	Saban Capital Group LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a) (p)
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	NA
5			CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
6	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
	NUMBER OF		0
	SHARES BENEFICIALLY	8	SHARED VOTING POWER:
	OWNED BY EACH		49,862,800 (see Item 5)
	REPORTING	9	SOLE DISPOSITIVE POWER:
	PERSON WITH		0
		10	SHARED DISPOSITIVE POWER:
			49,862,800 (see Item 5)
] I	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12	49,862,800 (see Item 5)
			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
13	区
	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
14	30.41%*		TYPE OF REPORTING PERSON:
	CO

	CUSIP No. 70211M109			Page 6 of 1
1	NAME OF REPORTING PERSON:
2		SCG Investment Holdings LLC CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a) □	(b) 区
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	NA
5			CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
б	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		7	SOLE VOTING POWER:
	NUMBER OF		0
	SHARES BENEFICIALLY	8	SHARED VOTING POWER:
	OWNED BY		49,862,800 (see Item 5)
	EACH REPORTING	9	SOLE DISPOSITIVE POWER:
	PERSON		0
	WITH	10	SHARED DISPOSITIVE POWER:
【I			49,862,800 (see Item 5) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12	49,862,800 (see Item 5)
			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
	区
13			PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	30.41%*
14			TYPE OF REPORTING PERSON:
	HC

Schedule 13D/A (Amendment No.11)

	CUSIP No. 70211M109			Page 7 of 1
1			NAME OF REPORTING PERSON:
		Alpha Family Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a) □	(b) 区
3	SEC USE ONLY
4		SOURCE OF FUNDS:
	NA
5			CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
6		CITIZENSHIP OR PLACE OF ORGANIZATION:
	California
		7	SOLE VOTING POWER:
	NUMBER OF		0
	SHARES BENEFICIALLY	8	SHARED VOTING POWER:
	OWNED BY EACH		49,862,800 (see Item 5)
	REPORTING	ರಿ	SOLE DISPOSITIVE POWER:
	PERSON WITH		0
		10	SHARED DISPOSITIVE POWER:
			49,862,800 (see Item 5)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 】【
	49,862,800 (see Item 5)
12			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
	区
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	30.41%*
14	TYPE OF REPORTING PERSON:
	00

CUSIP No. 70211M109

	CUSIP No. 7021 IM109			Page 8 of 11
	NAME OF REPORTING PERSON:
2		Haim Saban CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a) □	(b)
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	NA
5			CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
6			CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States; Israel
		7	SOLE VOTING POWER:
	NUMBER OF		0
	SHARES BENEFICIALLY	8	SHARED VOTING POWER:
	OWNED BY
	EACH	9	49,862,800 (see Item 5) SOLE DISPOSITIVE POWER:
	REPORTING PERSON
	WITH		0
		10	SHARED DISPOSITIVE POWER:
			49,862,800 (see Item 5)
11			AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12	49,862,800 (see Item 5)
			CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
	区
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	30.41%*
14	TYPE OF REPORTING PERSON:
	IN

	CUSIP No. 70211M109			Page 9 of 1
	NAME OF REPORTING PERSON:
	Cheryl Saban
2			CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a) [] (b) 区
3	SEC USE ONLY
4	SOURCE OF FUNDS:
	NA
5			CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
	C
6			CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		7	SOLE VOTING POWER:
	NUMBER OF SHARES BENEFICIALLY		0
		8	SHARED VOTING POWER:
	OWNED BY		49,862,800 (see Item 5)
	EACH REPORTING	9	SOLE DISPOSITIVE POWER:
	PERSON		0
	WTH	10	SHARED DISPOSITIVE POWER:
I I	49,862,800 (see Item 5) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
12	49,862,800 (see Item 5)		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
	ಸ
। ਤੇ	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
	30.41%*
14			TYPE OF REPORTING PERSON:
	IN

The statement on Schedule 13D filed on February 8, 2013, relating to ordinary shares, par value NIS 0.0 per share (the "Ordinary Shares"), of Partner Communications Company Ltd., a company organized under the State of Issuer"), (the "Original Filing," and as amended previously and by this Amendment No. 11, the "Schedule 132"), as previously amendment dated October 17, 2013 ("First Amendment"), the amendment dated December 23, 2013 (the "Second Amendment filed on May 20, 2014 (the "Third Amendment"), the amendment filed on October 19, 2015 (the "Fourth Amendment filed on June 12, 2017 (the "Fifth Amendment"), the amendment filed on June 22, 2017 (the "Sixth Amendment filed on October 9, 2018 (the "Seventh Amendment"), the amendment filed on October 30, 2018 (the "Eighth Amendment filed on April 25, 2019 (the "Ninth Amerdment"), the amendment filed on June 25, 2019 (the "Tenth Amendment"), is hereby further amended as set forth below by this Amendment"). This Amendment supplements and amends the Schedule 13D to the extent specified herms used but not defined in this Amendment shall have the meaning given to them in the Original Filing as previously amended.

This Amendment is being filed jointly by the Reporting Persons. The Reporting Persons relating to the joint filing of this Amendment was filed as Exhibit 99.1 to the Original Filing.

Item 3 of Schelule 13D is amended by adding sentence at the end of subsection entitled "Scailex Share Purchase Agreement" under Item 3:

As previously disclosed, the Reporting Persons have been in discussion with the lenders under the terms of the Notes. At this time, it is unlikely that any agreement will be reached between SB and the lenders may exercise their rights under the Notes.

Item 4 of Schedule 13D is amended by adding the following sentence at the end of Item 4:

As previously disclosed, the Reporting Persons have been in discussion with the lenders under the terms of the Notes. At this time, it is unlikely that any agreement will be reached between SB and the lenders may exercise their rights under the Notes.

Item 7. Material to be Filed as Exhibits.

Exhibit 99.1*	Joint Filing Agreement, dated as of February 8, 2013, among the Reporting Persons.
Exhibit 99.2*	Assumption Agreement, dated as of November 30, 2012, by and between S.B. Israel Telecom Ltd. and Advent Investments Pte. Ltd.
Exhibit 99.3*	Amended and Restated Terms and Conditions of the Notes
Exhibit 99.4*	Share Purchase Agreement, dated as of November 30, 2012, by and between Scailex Corporation Ltd. and S.B. Israel Telecom Ltd.
Exhibit 99.5*	Share Purchase Agreement, dated as of January 23, 2013, by and between Leumi Partners Ltd. and S.B. Israel Telecom Ltd.
	Exhibit 99.7* Registration Rights Agreement dated as of October 17, 2013, by and between S.B. Israel Telecom Ltd. and Partner Communications Company Ltd.
Exhibit 99.8*	Agreement dated June 10, 2017 between S.B. Israel Telecom Ltd. Trust, as the trustee of the Notes
Exhibit 99.9*	Consent Letter dated October 25, 2018 between S.B. Israel Telecom Ltd, and Hermetic Trust, as the Notes
	Exhibit 99.10* Form of Agreement between S.B. Israel Telecom Ltd. and Adv. Adv. Adv. Adv. Permanent Receiver for assess pledged by Scallex Corporation Ltd. in favor of the Bondholders (Series 10) of Scallex Corporation Ltd. (English translation from Hebrew]

previously filed