Internet Gold-Golden Lines Ltd.

Foreign Filer Report • Nov 10, 2019

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

F O R M 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2019

INTERNET GOLD-GOLDEN LINES LTD. (Name of Registrant)

2 Dov Friedman Street, Ramat Gan 5250301, Israel

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3- 2(b): 82- ___________

Internet Gold-Golden Lines Ltd.

The following exhibit is attached:

EXHIBIT NO. DESCRIPTION

99.1 Report of B Communications Ltd., a subsidiary of the Registrant, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange - Transactions Updates

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INTERNET GOLD-GOLDEN LINES LTD. (Registrant)

By /s/ Doron Turgeman

Doron Turgeman Chief Executive Officer

Date: November 10, 2019

2

Re: Transactions Updates

Ramat Gan, Israel - November 10, 2019 – B Communications Ltd. (the "Company") (NASDAQ Global Select Market and TASE: BCOM).

Further to the Company's previous report, in connection with the Notice of Procedure and Schedules for the closing of the arrangement entered into among the Company, Searchlight II BZQ L.P. ("Searchlight"), TNR Investments Ltd. ("TNR"), Internet Gold - Gold Lines Ltd. ("Internet Gold"), the Company's and Internet Gold's debentures and their representatives and trustees (the "Arrangement"), and further to the Company's Statement Regarding a Special Offering report in accordance with the Company's Arrangement for the issuance of the Debentures (Series E) and equity, the Company announces that as of this date, the Bezeq control permit ("Control Permit") has not yet been signed by the Minister of Communication, which is the only pending condition that has not been received and is required to close the Arrangement (Except for the conditions that are an integral part of the transaction closing procedures, such as the securities offering processes, appointments of directors in the various companies, etc.)

As stated in the Company's previous reports, the final version of the Control Permit was approved by all the professional, security and legal teams and submitted to the final Minister's signature. In addition, as the Company was informed by phone, the Attorney General, in response to the Minister of Communications' request, gave the Minister additional clarifications and approvals regarding the Control Permit.

Under the terms of the Arrangement, any of Searchlight, the Company or Internet Gold are able to terminate the investment agreement in the event that the Arrangement is not closed by November 24, 2019.

As of this date, the Control Permit has not yet been received, and because the securities' transactions are scheduled to close on November 21, 2019, the Company cannot, at this stage, determine the expected closing date of the Arrangement.

The Company will announce the closing date of the Arrangement (and accordingly, the dates for the execution of the securities transactions in accordance with the Arrangement), upon receipt of the Control Permit, subject to the right of the parties to insist on the closing date as previously agreed.

Forward-Looking Statements

This report contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, general business conditions in the industry, changes in the regulatory and legal compliance environments, the failure to manage growth and other risks detailed from time to time in B Communications' filings with the Securities Exchange Commission. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Stockholders and other readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statement.