Internet Gold-Golden Lines Ltd.

Regulatory Filings • Jan 15, 2018

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 2018

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:

99.1 Eurocom's Notice.

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 15, 2018

EXHIBIT NO. DESCRIPTION

99.1 Eurocom's Notice.

Re: Filing of application for arrangement - Eurocom

Further to the Company's previous report of December 26, 2017, Eurocom Communications Ltd. ("Eurocom Communications"), the controlling shareholder of the Company, reported today to the Company that an application had been filed by it and by other private companies in the Eurocom Group, with the Tel- Aviv-Jaffa District Court, for an order to convene creditor meetings for the purpose of approving an arrangement pursuant to Section 350 of the Companies Law, 5759-1999, and in accordance with the Companies Regulations (Application for a Settlement or Arrangement), 5762-2002.

As reported to the Company by the controlling shareholder, the purpose of the meetings is to approve a creditors'arrangement proposal that is based on the entry of an investor into the Eurocom Group (the "Arrangement") as part of the settlement of the debts of major private companies in the Eurocom Group. The proposed investor is an entity in which the brothers Naty Saidoff and/or Ofer Saidoff and/or Tamir Cohen will hold a substantial holding (the "Investor"). The Company was also informed that the structure of the arrangement is based on a significant and rapid injection of capital by the Investor and the settlement of the debts in the group of private companies, as stated.

According to the structure of the proposed arrangement, at the first stage, the Investor will not be granted rights in the capital and control of the Eurocom Group companies, but it will be granted future contingent conversion rights to share capital that confers control of up to 90% of Eurocom Communications'share capital assuming full exercise. The actual conversion and holding of such shares shall be subject to receipt of the necessary regulatory approvals and permits, including any additional approval required by law and/or pursuant to the control permits in the Bezeq Group and so forth.

In view of the foregoing, even if the arrangement is approved by the relevant parties, at the first stage no exchange of control in Eurocom and/or the Company will be made without the receipt of the required regulatory approvals and actual exercise of the conversion rights.

It should be emphasized that the entire arrangement, including all the details and actions stipulated therein, is subject to the required legal and regulatory approvals, including the approval of the creditors'meetings by the majority required by law, the approval of the competent court, the approvals of the Ministry of Communications and other relevant authorities (for the relevant aspects of the arrangement), no material changes as defined during the interim period and so forth.

At the present stage, there can be no certainty as to whether the arrangement will be implemented in general and/or in the format described above, and it is not possible to evaluate the likelihood of completing the arrangement and its implications.