B Communication — Capital/Financing Update 2016

Sep 26, 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 September 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 T ☒ 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 Press Release: Notice of Redemption of \$800,000,000 7³ /8% Senior Secured Notes due 2021 CUSIP: 05542Y; ISIN IL0011312266.

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: September 26, 2016

EXHIBIT NO. DESCRIPTION

99.1 Press Release: Notice of Redemption of \$800,000,000 7³ /8% Senior Secured Notes due 2021 CUSIP: 05542Y; ISIN IL0011312266.

B COMMUNICATIONS LTD. 2 Dov Friedman Street Ramat Gan 5250301

Israel

NOTICE OF REDEMPTION

\$800,000,000

7 3 /8% Senior Secured Notes due 2021 CUSIP: 05542Y; ISIN IL0011312266

B Communications Ltd. (the "Issuer"), hereby gives notice to the holders of its 7³ /8% Senior Secured Notes due 2021 (CUSIP: 05542Y; ISIN: IL0011312266) (the "Notes") of the redemption in full of the outstanding Notes in accordance with paragraph 6(b) thereof and Section 3.08(b) of the indenture dated as of February 19, 2014 and as amended from time to time (the "Indenture"), by and among B Communications Ltd. as the Issuer (the "Issuer"), B Communications (SP1) Ltd. and B Communications (SP2) Ltd. as Guarantors and Mishmeret Trust Company Ltd. as Trustee and Security Agent. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Indenture.

The terms and conditions of the redemption are as follows:

• 1. The Notes will be redeemed in full in accordance with paragraph 6(b) of the Notes and Section 3.08(b) of the Indenture.
• 1. The redemption date of the Notes will be October 25, 2016 (the "Redemption Date") and, in accordance with the Applicable Procedures, the record date for the redemption will be October 25, 2016 (the "Record Date").
• 1. The redemption price of the Notes will be 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest and Additional Amounts, if any, to (but excluding) the Redemption Date (subject to the right of holders of record on the Record Date to receive interest due on the relevant interest payment date).
• 1. In connection with the redemption, the Issuer shall, on or about the date hereof, pursuant to Article 13 of the Indenture, irrevocably deposit or cause to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders cash denominated in U.S. Dollars in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation in accordance with the Indenture for principal, premium and Additional Amounts (if any) and accrued interest to (but excluding) the Redemption Date (the "Satisfaction and Discharge").
• 1. In addition, B Communications (SP2) Ltd., a holder of \$64,620,480 in aggregate principal amount of Notes, together with B Communications (SP4) Limited Partnership, a limited partnership formed between the Issuer and B Communications (SP3) Ltd. (a subsidiary of the Issuer) and a holder of \$18,618,975 principal amount of Notes, will deliver their respective Notes to the Trustee for cancellation at the time of satisfaction and discharge of the Indenture under Article 13 thereof and as described in paragraph 4 above (the "Notes Cancellation").
• 1. After givingproformaeffecttotheSatisfactionand Dischargeand theNotesCancellation,theaggregateredemptionamountfor theNotes (the"Redemption Amount")willbeapproximately\$794million,whichcomprises(i)\$716,760,545principalamountofoutstanding Notesnotdelivered totheTrusteefor cancellation(the"Remaining Notes"),(ii)theApplicablePremium asoftheRedemptionDatein respectoftheRemainingNotesamountingtoapproximately\$39.5million,and (iii)accrued and unpaid interestand AdditionalAmounts, ifany,to(butexcluding)theRedemptionDateinrespectoftheRemainingNotesamountingtoapproximately\$37.6million,whichfor illustrativepurposesequateseffectivelytoapaymentofapproximately110.7646% (premium of10.7646%)expressed asapercentageof principalamountoftheRemainingNotes,ineachcasesubjecttoroundingadjustmentsconsistentwithmarketpractice.
• 1. TheCUSIPfor theNotesis05542Y and theISIN for theNotesisIL0011312266.
• 1. In connection with the redemption and in accordancewith Section 2.03 oftheIndenture,theIssuer hasappointed MishmeretTrust CompanyLtd.asPayingAgentunder theIndentureand noticetoholdersoftheNotesastosuchappointmentisherebygiven.TheNotes called for redemptionmustbesurrendered tothePayingAgenttocollecttheRedemptionAmount.Thenameand addressofthePaying Agentis:MishmeretTrustCompanyLtd.,48Menachem BeginRd.,Tel-Aviv6618003,Israel,facsimileNo.:+972-3-6374344,attention: Mr.Ram Sebty.
• 1. UnlesstheIssuer defaultsinmakingtheredemptionpayment,interest,and AdditionalAmounts,ifany,onNotescalled for redemption shallceasetoaccrueonand after theRedemptionDate.
• 10.No representationismadeastothecorrectnessor accuracyoftheCUSIP,ISIN (or TASE equivalentthereof)listed inthisNoticeof Redemptionor printed ontheNotes.

About B Communications Ltd.:

B Communications is a holding company with a controlling interestin Israel's largesttelecommunications provider,Bezeq,The Israel TelecommunicationCorp.(TASE:BEZQ).B Communicationssharesaretraded onNASDAQ and theTASEunder thesymbol"BCOM."For more informationpleasevisitthefollowingInternetsites:

www.bcommunications.co.il www.ir.bezeq.co.il www.eurocom.co.il www.igld.com

Forward-Looking Statements

Thispressreleasecontainsforward-lookingstatementsthataresubjecttorisksand uncertainties.Factorsthatcould causeactualresultstodiffer materially from these forward-looking statementsinclude,butare notlimited to,generalbusinessconditionsin the industry,changesin the regulatoryand legalcomplianceenvironments,thefailuretomanagegrowthand other risksdetailed from timetotimeinB Communications'filings withtheSecuritiesExchangeCommission.Thesedocumentscontainand identifyother importantfactorsthatcould causeactualresultstodiffer materiallyfrom thosecontained inour projectionsor forward-lookingstatements.Stockholdersand other readersarecautioned nottoplaceundue relianceontheseforward-lookingstatements,whichspeakonlyasofthedateonwhichtheyaremade.W eundertakenoobligationtoupdate publiclyor reviseanyforward-lookingstatement.

For further information,please contact: Idit Cohen –IR Manager

idit@ igld.com / Tel: +972-3-924-0000 Investor relations contacts:

Hadas Friedman –Investor Relations Hadas@ km-ir.co.il/ Tel: +972-3-516-7620