B Communication — Capital/Financing Update 2015

Dec 29, 2015

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 December 2015

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 A report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange - Undertaking to provide credit to the company for 2017.

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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: December 28, 2015

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

99.1 A report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange - Undertaking to provide credit to the company for 2017.

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EXHIBIT 99.1

Bezeq - The Israel Telecommunication Corp. Ltd. (the “Company”)

To: The Tel Aviv Stock Exchange

The Israeli Securities Authority

Re: Undertaking to provide credit to the company for 2017

Further to the details in section 2.13 of the update of the Description of the Company’s Business Affairs section in the company’s report for the third quarter of 2015 (“ third quarter 2015 report ”), concerning the company’s activities toward obtaining credit undertakings in 2017, immediate notification is hereby provided that on 27 December, 2015 the company entered into an additional contractual engagement such that as of the date of this immediate report, the company has obtained undertakings from banking/institutional bodies to provide credit totaling NIS 600 million for the purpose of recycling the company’s future debt in 2017 (including undertakings totaling NIS 400 million that were disclosed in the third quarter 2015 report).

The undertakings are for the extension of credit to the company in June 2017 for an average duration of 4.5 years (repayment from June 2020 until June 2024), and at an average interest rate of 4.3% (fixed, shekel-based, unlinked interest).

The terms of the undertakings and the loans to be provided under such undertakings include terms similar to those of the other loans taken by the company, detailed in note 11.2.1 to Section C of the 2014 periodic report and of the public debt issuance in October 2015, as detailed in section 2.13 in the third quarter 2015 report, and which include: an undertaking not to create additional liens on the company’s assets (with specific restrictions), an undertaking that in the event that the company assumes an undertaking towards any entity entailing an obligation to meet financial covenants, the company would also assume an identical undertaking with respect to this credit (subject to certain exclusions); as well as customarily accepted immediate repayment terms (such as default events, insolvency, liquidation proceedings or receivership, etc. and cross default, with certain restrictions), that will also be applicable, with the required changes, in connection with the credit undertaking period.

The above summary constitutes a translated summary of Immediate Report published by the Company. The Hebrew version was submitted by the Company to the relevant authorities pursuant to Israeli law, and represents the binding version and the only one having legal effect. This translation was prepared for convenience purposes only.

The above summary constitutes a translated summary of Immediate Report published by the Company. The Hebrew version was submitted by the Company to the relevant authorities pursuant to Israeli law, and represents the binding version and the only one having legal effect. This translation was prepared for convenience purposes only.