B Communication — Capital/Financing Update 2016

Mar 23, 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 [X] 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 [X]

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. Announces 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 23, 2016

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

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

EXHIBIT 99.1

Placemen B Co nt of NIS 14 ommunicat 48 Million P Inst tions Ltd. A Par Value titutional I Announces of its Series nvestors a Private s B Debent ures to Isra aeli

Ramat-Gan, private plac aggregate co , Israel, Marc cement of NI onsideration ch 23, 2016 IS 148 millio of approxim - B Commun on par value mately NIS 16 nications Ltd of its Series 62 million (ap d. (NASDAQ s B Debentur pproximately Q and TASE res to Israeli y US \$42 mil : BCOM), to i institutiona llion). oday announc al investors fo ced a for an

The private which were increase the placement w first issued i e Company's was carried ou in September unrestricted ut as an incre r 2010 and h cash. ease to the ou have identical utstanding Se l terms. The eries B Debe net proceeds entures of B C s of the priva Communicat ate placement tions, t will

The transact exemptions tion was con of section 15 nducted as a p 5 of the Secu private place urities Law, 5 ement to "cla 5728-1968 an assified"/"ins nd the First S stitutional" in Schedule of T nvestors (as d The Securitie defined unde es Law). er the

The private issued Serie United Stat registration e placement w es B Debentu tes or to U. is available. was offered ures will not .S. persons Initial re-sal pursuant to t be registere unless they les will be re Regulation ed under the are register stricted by ap S under the Securities A red under th pplicable sec U.S. Securi Act and may he Securities curities laws. ities Act of not be offer s Act or an 1933. The n red or sold i exemption newly n the from

This announ ncement is no ot an offer to o sell or a soli icitation of a an offer to bu uy any securit ties.

The issuanc rating comp Aa3.il ratin Company ex ce of the new pany affiliate ng; and (b) t xpects both a wly issued S ed with Mood the listing of approvals soo eries B Deb dy's, that the f the additio on. entures is su e issuances w onal debentu ubject to: (a) will not caus ures for trade ) the approva se a reduction e on the Tel al of Midroo n in the Seri l Aviv Stock og Ltd., an Is es B Debent k Exchange. sraeli tures' . The

The Israeli Debentures, placement, t solely for th Debentures Tax Autho , for tax pur the adjusted he purpose o and it does n ority approve rposes. Acco discount rate of withholdin not reflect the ed the form rding to the e for all Seri ng tax in con e final tax lia mula for calc principles s es B Debentu nection with abilities of Se culating the set out by th ures is 1.13% h the discoun eries B bondh adjusted dis he tax author %. The adjus nt amount up holders. scount rate rity, as a resu ted discount on repaymen for all Seri ult of the pr rate is calcu nt of the Seri ies B rivate ulated ies B

Doron Turg placement a our strong a 1.7%, and n geman, CEO and the vote ability to rais now we will c of B Comm of confidenc e unsecured continue crea munications c ce from majo debt from lo ating value to commented: or Israeli ins ocal investors o our shareho "We are ve titutional inv s and have do olders in 201 ry pleased w vestors. We h one so, quick 6." with the resu have repeate kly and at an ults of the pr edly demonst effective yie rivate trated eld of

Forward-L Looking Stat ements

This press r cause actua general bus industries i Communica on Form 20 materially f release contai al results to iness conditi it is engage ations' filing -F. These do from those co ins forward-l differ mater ions in the i ed, the failu s with the Se ocuments con ontained in o looking state rially from th industry, cha ure to mana ecurities Exc ntain and iden our projectio ements that a hese forward anges in the age growth change Comm ntify other im ons or forwar are subject to d looking st regulatory a and other r mission, inclu mportant fact rd-looking st risks and un atements inc and legal com risks detaile uding B Com tors that coul tatements. St ncertainties. F clude, but ar mpliance env ed from tim mmunication d cause actua tockholders a Factors that c re not limite vironments in me to time ns' Annual R al results to d and other rea could ed to, n the in B Report differ aders 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