A construction company wanted to raise money for a project using debentures and claimed that it was not an offered to the public which requires publication of a prospectus because each of the debentures will be entered into after negotiations with each lender individually, and the interest rate will change depending on the amount, thus avoiding the debentures being defined as a "Series", one of the elements of a public offering. The Israeli Securities Authority also refused to recognize as a private offering an arrangement under five sets of debentures will be offered with no more than 35 offerees for each (Israeli law limits a private offering to 35 offerees per annum).
The Supreme Court ruled that US securities laws is not the same as the Israeli and therefore will serve as an inspiration to the Court but not a binding source.
The court held that the 5 series with different conditions (for example, different interest rates) are different series but because they have similar parameters, their offerees will be counted together. Thus, a prospectus is required, but can be one prospectus of all series.