B Communication — Capital/Financing Update 2016

Oct 27, 2016

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 October 2016

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.

The following exhibit is attached:

99.1 B Communications Announces Successful Redemption Of 7³ /8% Senior Secured Notes Due 2021.

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: October 27, 2016

EXHIBIT NO. DESCRIPTION

99.1 B Communications Announces Successful Redemption Of 7³ /8% Senior Secured Notes Due 2021. B Communications Ltd. (NASDAQ and TASE: BCOM) (the "Company") is pleased to report, following its earlier notice dated September 26, 2016, the successful full redemption of the outstanding 73/8% Senior Secured Notes due 2021 (CUSIP: 05542Y;ISIN: IL0011312266) (the "Notes").

Following this process, the Company's Bezeq shares which served as collateral for the Notes and were held by B Communications (SP2) Ltd., are now free and clear of any pledges (subject to the general governmental control permit) and all such Bezeq shares that were held by Mishmeret Trust Company Ltd., the trustee and security agent for the Notes, were transferred back to SP2.

In addition, all of the hedging arrangements related to the collateral have been unwound.