BELL CANADA
3.200% Series US-6 Notes due 2052 (CUSIP No. 0778FP AH2) 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 Notes (as defined below) tendered for purchase may be validly withdrawn at any time at or prior to 5:00 p.m. (Eastern time) on March 24, 2025, unless extended or earlier terminated (such date and time with respect to an Offer, as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
CUSIP / ISIN Nos.(2)
Par Call Date(3)
Maturity Date
(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
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:
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:
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