Internet Gold-Golden Lines Ltd.

Regulatory Filings • Jan 23, 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 January 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.

EXPLANATORY NOTE

The following exhibit is attached:

99.1 Hybrid Disclosure Model.

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: January 23, 2019

EXHIBIT NO. DESCRIPTION

99.1 Hybrid Disclosure Model

Re: Company's Debentures and Update regarding Reporting pursuant to ISA's "Hybrid Disclosure Model"

Ramat Gan, Israel - January 23, 2019 – Internet Gold – Golden Lines Ltd. (the "Company") (NASDAQ Global Select Market and TASE: IGLD).

Further to previous reports, the Company now reports that its Debenture Holders (Series C and D) were asked by the Debentures' trustee to indicate their position regarding the appointment of a joint representation for both debenture series. The joint representation's goal is to assist the trustee in its dealings with the Company, including considering which steps should currently be taken by the Company.

A joint representation will be appointed only if it is approved by the required majority of the holders of both series. Separate representations will be appointed if approval is not obtained.

The Company's holdings in B Communications Ltd. ("BCOM") were diluted to 52% following BCOM's private placement on January 20, 2019 ("BCOM's Private Placement"), and further to previous reports on this matter, the Debenture Holders were also asked by the trustee to indicate their position regarding the decision by the Company's Board not to participate in BCOM's Private Placement.

The Company's Debentures Holders (Series C and D) previously met on January 17, 2019 and on January 21, 2019, where the Debenture Holders and the trustee received a report from Company's management regarding: the process to sell the Company's BCOM shares; BCOM's financial condition; BCOM's Private Placement; Company's feasibility to go forward without harming its main asset; and prospects of selling Company's holdings.

In view of the latest developments, the Company wishes to clarify that it will also issue, in addition to the current reporting situation, reports according to the "Hybrid Disclosure Model" pursuant to the rules of the Israel Securities Authority.

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 Internet Gold's 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 forwardlooking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forwardlooking statement.