B Communication

Regulatory Filings • Jul 30, 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 July 2019

B COMMUNICATIONS 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- __________

B COMMUNICATIONS LTD.

EXPLANATORY NOTE

The following exhibit is attached:

99.1 Update re: Searchlight Transaction, Creditors Meetings.

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.

B COMMUNICATIONS LTD. (Registrant)

Date: July 30, 2019 By: /s/ Ami Barlev

Ami Barlev Chief Executive Officer

2

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

99.1 Update re: Searchlight Transaction, Creditors Meetings.

This report is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. We will not make any public offering of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act.

3

Results of the Creditors Meeting relating to the Searchlight Transaction

Ramat Gan, Israel - July 30, 2019 - B Communications Ltd. (the "Company") (NASDAQ Global Select Market and TASE: BCOM), hereby reports that the creditors meetings of both the Company and Internet Gold-Golden Lines Ltd. Approved the Searchlight Capital Partners, L.P. and the Fuhrer Family Office Transaction, as was previously widely reported.

Ami Barlev, the Company's CEO commented: "The Transaction is expected to be completed during the next few months and is subject to shareholder approval court approval, regulatory clearances, Etc. The Approvals of the creditors and the debenture holders' meetings, as were received during the last few days are an important milestone for the transaction. We thank the Company's bondholders for their support and the opportunity to promote the transaction. The transaction is progressing as planned and the management of the company is working intensively to promote all the remaining processes."

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.