BELL CANADA


OFFERS TO PURCHASE ANY AND ALL OF THE OUTSTANDING NOTES LISTED BELOW
SUBJECT TO MAXIMUM PURCHASE CONDITION OF US$750 MILLION AS SET FORTH BELOW

3.200% Series US-6 Notes due 2052 (CUSIP No. 0778FP AH2)
3.650% Series US-7 Notes due 2052 (CUSIP No. 0778FP AJ8)
3.650% Series US-4 Notes due 2051 (CUSIP No. 0778FP AF6)
2.150% Series US-5 Notes due 2032 (CUSIP No. 0778FP AG4)
4.300% Series US-2 Notes due 2049 (CUSIP No. 0778FP AB5)

The Offers (as defined below) will each expire at 5:00 p.m. (Eastern time) on March 24, 2025, unless extended or earlier terminated (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the “Expiration Date”). Notes (as defined below) tendered for purchase may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on March 24, 2025, unless extended or earlier terminated (such date and time with respect to an Offer, as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 us as described below. The Offers are being made upon the terms and subject to the conditions set forth in this offer to purchase (as it may be amended or supplemented from time to time, the “Offer to Purchase”) relating to the debt securities of the series listed in the table below (collectively, the “Notes”) and in the notice of guaranteed delivery attached as Appendix A hereto (the “Notice of Guaranteed Delivery” and, together with this Offer to Purchase, the “Tender Offer Documents”).


Acceptance Priority Level1

Title of Notes

Principal Amount Outstanding
(in millions)

CUSIP / ISIN Nos.(2)

Par Call Date(3)

Maturity Date


1


3.200% Series US-6 Notes due 2052


US$650


0778FP AH2 / US0778FPAH21


August 15, 2051


February 15, 2052


2


3.650% Series US-7 Notes due 2052


US$750


0778FP AJ8 / US0778FPAJ86


February 15, 2052


August 15, 2052


3


3.650% Series US-4 Notes due 2051


US$500


0778FP AF6 / US0778FPAF64


September 17, 2050


March 17, 2051


4


2.150% Series US-5 Notes due 2032


US$600


0778FP AG4 / US0778FPAG48


November 15, 2031


February 15, 2032


5


4.300% Series US-2 Notes due 2049


US$600


0778FP AB5 / US0778FPAB50


January 29, 2049


July 29, 2049

____________________________________________________________________________________________________
(1) Subject to the satisfaction or waiver by the Company of the conditions of the Offers described in this Offer to Purchase, if the Maximum Purchase Condition is not satisfied with respect to all series of Notes, we 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 Offer to Purchase or printed on the Notes. They are provided solely for convenience.

(3) For each series of Notes [in respect of which a par call date is indicated], the calculation of the applicable Total Consideration (as defined below) may be performed to either the maturity date or such par call date, in accordance with standard market convention. See Annex A to this Offer to Purchase for an overview of the calculation of the Total Consideration (including additional detail regarding the use of par call dates in such calculations).

To view copies of the Offer To Purchase document(s) please click on the document(s) below

Offer to Purchase

Press Release

 

Any questions regarding procedures for tendering Notes or requests for additional copies of this Offer to Purchase or the Notice of Guaranteed Delivery should be directed to the Information and Tender Agent at the address, email address or telephone numbers set forth below.

The Tender and Information Agent for the Tender Offers is:

D.F. King & Co., Inc.

E-mail: bell@dfking.com

48 Wall Street
New York, NY 10005

Banks and Brokers call: (212) 269-5550
All others call Toll Free: (800) 967-5084

Any questions regarding the terms of the Offers may be directed to the following Lead Dealer Managers at their respective addresses, email addresses and telephone numbers listed below.

The Lead Dealer Managers for the Offers are:

RBC Capital Markets

RBC Capital Markets, LLC
Brookfield Place
200 Vesey Street, 8th Floor
New York, New York 10281
Toll-Free: (877) 381-2099
Collect: (212) 618-7843
Email: liability.management@rbccm.com
Attn: Liability Management Group

Mizuho

Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
Toll-Free: (866) 271-7403
Collect: (212) 205-7741
Attn: Liability Management Group

Wells Fargo Securities

Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor,
Charlotte, North Carolina 28202
Toll-Free: (866) 309-6316
Collect: (704) 410-4235
Email: liabilitymanagement@wellsfargo.com
Attn: Liability Management Group