B Communication — Capital/Financing Update 2017

Jan 12, 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 [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 Supplementary report - Private Placement of NIS 118 Million Par Value of its Series C Debentures to Israeli 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 12, 2017

EXHIBIT NO. DESCRIPTION

99.1 Supplementary report - Private Placement of NIS 118 Million Par Value of its Series C Debentures to Israeli Investors.

Ramat-Gan, Israel, January 12, 2017 - B Communications Ltd. (NASDAQ and TASE: BCOM) – Further to the Company's announcement, dated January 11, 2017 regarding a private placement of NIS 118 million par value of its Series C Debentures to Israeli "classified"/"institutional" investors, the Company hereby updates such announcement as follows:

• 1. The Company received the approval of Midroog Ltd., an Israeli rating company affiliated with Moody's, for the private placement that the issuance will not cause a reduction in the Aa3.il rating of the Series C Debentures.;
• 1. The Israeli Tax Authority approved the formula for calculating the adjusted discount rate for all Series C Debentures, for tax purposes. According to the principles set out by the tax authority, as a result of the private placement, the adjusted discount rate for all Series C Debentures is 0.08%. The adjusted discount rate is calculated solely for the purpose of withholding tax in connection with the discount amount upon repayment of the Series C Debentures and does not reflect the final tax liabilities of Series C bondholders.

The listing of the additional debentures for trade on the Tel Aviv Stock Exchange is expected for the coming days.

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 forward-looking 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