B Communication — Capital/Financing Update 2012

Jan 4, 2012

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 2012

B COMMUNICATIONS LTD.

(Name of Registrant)

2 Dov Friedman Street, Ramat Gan 52503, 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- __________

This Form 6-K is being incorporated by reference into the Registrant's Form S-8 Registration Statement File No. 333-150173.

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B COMMUNICATIONS LTD.

The following exhibit is attached:

99.1 Midroog announced that it assigned its "A2" rating for an additional placement of up to NIS 250 million of Debentures.

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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)

By /s/Doron Turgeman Doron Turgeman Chief Executive Officer

Date: January 4, 2012

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EXHIBIT INDEX

EXHIBIT NO 99.1

DESCRIPTION Midroog announced that it assigned its "A2" rating for an additional placement of up to NIS 250 million of Debentures.

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EXHIBIT 99.1

B Communications Ltd.

Ramat-Gan, Israel - January 4, 2012 - B Communications Ltd. (NASDAQ and TASE: BCOM) (the: "Company") today announced that Midroog Ltd., an Israeli rating company affiliated with Moody's, announced that it assigned its "A2" rating (local scale) for an additional placement of up to NIS 250 million of Series B Debentures, which were initially issued by the Company in 2010, or other new series of debentures (in one or few series), with similar repayment term.

In confirming the A2 stable rating, Midroog cited the following factors: the Company's holding of the controlling interest in Bezeq, which has a strong financial position; the high certainty of the cash flow from Bezeq; the reasonable degree of leverage, which is expected to further moderate; and the relatively achievable repayment schedule until 2017. In addition, Midroog examined the creditor's priorities in the cash flow and in the collateral, the debt coverage ratios, which are relatively low, and the Company's financial flexibility. The confirmation of the ratings reflect, according to Midroog, the Company's high liquidity, due to its high cash balances and securities portfolio with a low risk level, which may be used, in part, as a safety cushion for the Company's debt.

The company also announces that it is initiating a process of carrying out a private placement of its Series B Debentures to a number of Israeli institutional investors. The final amount of the offering, as well the consummation of the Offering shall be decided by the company.

Forward-Looking Statements

This press release 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.