B Communication

Foreign Filer Report • Jun 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 June 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 Update re: Searchlight Transaction, Debenture holders' Meetings

1

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: June 21, 2019

EXHIBIT NO. DESCRIPTION

99.1 Update re: Searchlight Transaction, Debenture holders' Meetings

Notes

This report is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. We will not make any public offering of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act.

The market, the regulatory environment and Bezeq's specific situation continue to remain highly volatile.

In view of the latest developments, the Company wishes to clarify that it will also issue, in addition to the current reporting situation, reports according to the "Hybrid Disclosure Model" pursuant to the rules of the Israel Securities Authority

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. 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.

3

Re: Update Regarding Searchlight Transaction, Debenture holders' Meetings

Ramat Gan, Israel – June 21, 2019 – B Communications Ltd. (the "Company") (NASDAQ Global Select Market and TASE: BCOM).

On June 20, 2019, we reported that we asked the Court to receive further instructions on how to push forward the Searchlight Transaction in connection with the results of the Series C Debenture Holders meeting. On June 21, 2019, the Court decided that the Trustee to the debentures shall respond within 24 hours.

We now report that in order to streamline the procedures and advance the process forward, it was agreed among the Company, the Trustee to the debentures and Searchlight to convene an additional meeting ("Meeting") for the coming Monday, June 24, 2019, in accordance with the following terms:

1. The new majority requirement will be 51% of the votes of the Company's Series C debenture holders.

2. 1. The Meeting (voting) shall be held no later than on Monday, June 24th at 9am (Israel Time).
3. 1. Results of the Meeting shall be posted no later than on Monday, June 24th at 3pm (Israel Time).
4. 1. All definitive transaction documents shall be executed within a few hours of the published results of the Meeting.
5. 1. If any of these conditions is not fulfilled, Searchlight's offer shall immediately expire.