B Communication

Foreign Filer Report • Nov 22, 2019

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 November 2019

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 Results of Previously Announced Transactions.

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/ Ami Barlev

Ami Barlev Chief Executive Officer

Date: November 22, 2019

EXHIBIT NO. DESCRIPTION

99.1 Results of Previously Announced Transactions.

Re: Results of Previously Announced Transactions

Ramat Gan, Israel – November 22, 2019 - B Communications Ltd. (the "Company") (NASDAQ Global Select Market and TASE: BCOM).

As part of the arrangement entered into among the Company, Searchlight II BZQ L.P. ("Searchlight"), TNR Investments Ltd. ("TNR"), Internet Gold - Gold Lines Ltd., the Company's and Internet Gold's debenture holders and their representatives and trustees (the "Arrangement"), the Company previously reported on its equity offering in Israel and the rights offering in the United States pursuant to Rule 801 of the U.S. Securities Act of 1933.

This offering has expired and the Company is pleased to report the following results:

Number of ordinary shares that were offered by the Company: 8,383,234.

Number of ordinary shares expected to be issued to investors (Tel Aviv Stock Exchange): 6,699,557.

Number of Company's ordinary shares expected to be issued to investors (NASDAQ): 79,580.

Total Number of ordinary shares expected to be issued to investors: 6,779,137.

Remainder of ordinary shares expected to be purchased by Searchlight: 1,604,097

Price per ordinary share: NIS 4.175/\$1.195.

Additional consideration to be paid by Searchlight: NIS 6,697,105.

Ami Barlev, CEO of the Company commented: "we are certainly pleased with the results of the offerings which demonstrate the strong support of our shareholders. These offerings are part of the larger arrangement that we expect to close on December 2, 2019".

Forward-Looking Statements

This report 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, the failure to manage growth and other risks detailed from time to time in B Communications' filings with the Securities Exchange Commission. 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. Shareholders 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.