B Communication — Capital/Financing Update 2016

Mar 31, 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 March 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.

EXPLANATORY NOTE

The following exhibit is attached:

99.1 B Communications Ltd. completed a Private Placement of NIS 148 Million Par Value of its Series B Debentures to Israeli Institutional Investors.

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: March 31, 2016

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
99.1	B Communications Ltd. completed a Private Placement of NIS 148 Million Par Value of its Series B Debentures to Israeli Institutional Investors.

B Communications Ltd. completed a Private Placement of NIS 148 Million Par Value of its Series B Debentures to Israeli Institutional Investors.

Ramat-Gan, Israel, March 31, 2016 - B Communications Ltd. (NASDAQ and TASE: BCOM), today completed the private placement of NIS 148 million par value of its Series B Debentures to Israeli institutional investors for an aggregate consideration of approximately NIS 162 million (approximately US \$42 million), as was initially reported on March 23, 2016.

The Company received the approval of Midroog Ltd., an Israeli rating company affiliated with Moody's, that the issuances will not cause a reduction in the Series B Debentures' Aa3.il rating; and also received the Tel Aviv Stock Exchange approval for the listing of the additional debentures for trade.

The private placement was carried out as an increase to the outstanding Series B Debentures of B Communications, which were first issued in September 2010 and have identical terms. The net proceeds of the private placement will increase the Company's unrestricted cash. The transaction was conducted as a private placement to "classified"/"institutional" investors (as defined under the exemptions of section 15 of the Securities Law, 5728-1968 and the First Schedule of The Securities Law).

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 in the industries it is engaged, the failure to manage growth and other risks detailed from time to time in B Communications' filings with the Securities Exchange Commission, including B Communications' Annual Report on Form 20-F. These documents contain and identify other important factors that could cause actual results to differ materially from those contained in our projections or forwardlooking 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 are made. We undertake no obligation to update publicly or revise any forward-looking statement.

For further information, please contact: Idit Cohen – IR Manager idit@igld.com / Tel: +972-3-924-0000

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