B Communication — Capital/Financing Update 2017

Jan 11, 2017

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 January 2017

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. Announces a Private Placement of NIS 118 Million Par Value of its Series C 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: January 11, 2017

EXHIBIT NO. DESCRIPTION

99.1 B Communications Ltd. Announces a Private Placement of NIS 118 Million Par Value of its Series C Debentures to Israeli Institutional Investors.

B Communications Ltd. Announces a Private Placement of NIS 118 Million Par Value of its Series C Debentures to Israeli Institutional Investors

Ramat-Gan, Israel, January 11, 2017 - B Communications Ltd. (NASDAQ and TASE: BCOM), today announced a private placement of NIS 118,000,000 par value of its Series C Debentures to Israeli institutional investors for an aggregate consideration of approximately NIS 118 million (approximately US\$ 31 million).

The private placement was carried out as an increase to the outstanding Series C Debentures of B Communications, which were first issued in September 2016 and have identical terms.

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).

The private placement was offered pursuant to Regulation S under the U.S. Securities Act of 1933. The newly issued Series C Debentures will not be registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons unless they are registered under the Securities Act or an exemption from registration is available. Initial re-sales will be restricted by applicable securities laws.

This announcement is not an offer to sell or a solicitation of an offer to buy any securities.

The issuance of the newly issued Series C Debentures is subject to: (a) the approval of Midroog Ltd., an Israeli rating company affiliated with Moody's, that the issuances will not cause a reduction in the Series C Debentures' Aa3.il rating; and (b) the listing of the additional debentures for trade on the Tel Aviv Stock Exchange; (c) the approval of the Israeli Tax Authority for a formula for calculating the adjusted discount rate for all Series C Debentures, for tax purposes. The Company expects such approvals soon.

Doron Turgeman, CEO of B Communications commented: "We are very pleased with the results of the private placement and the vote of confidence from major Israeli institutional investors. We have repeatedly demonstrated our strong ability to raise debt from local investors quickly and effectively, and now we will continue creating value to our shareholders in 2017."

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