B Communication

Foreign Filer Report • Sep 16, 2020

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the month of September 2020

Commission File Number: 001-33773

B COMMUNICATIONS LTD.

(Translation of registrant's name into English)

144 Menachem Begin Street, Tel Aviv 649210, Israel

(Address of principal executive offices)

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): ☐

CONTENTS

Report by Bezeq Subsidiary- Entry into Agreement for Sale of Walla Subsidiary

On September 15, 2020, Bezeq The Israel Telecommunication Corporation Ltd. ("Bezeq"), a 26.34% subsidiary of B Communications Ltd. (the "Company"), reported to the Israel Securities Authority (the "ISA") and Tel Aviv Stock Exchange (the "TASE") that on September 15, 2020, Bezeq entered into an agreement with Jerusalem Post Ltd. (the "Buyer") for the sale of all of Bezeq's holdings in its subsidiary, Walla! Communications Ltd. ("Walla") to the Buyer. Under the agreement, Bezeq will receive the purchase price in a total amount of 65 million New Israeli Shekels ("NIS"), of which NIS 55 million will be paid in cash. The balance of the purchase price—NIS 10 million—will be paid via Bezeq's eligibility to receive from the Buyer and from Walla (and its related entities) advertising space for a period of up to 7 years from the date of completion of the transaction.

A translated copy of the foregoing report of Bezeq is furnished as Exhibit 99.1 to this Report of Foreign Private Issuer on Form 6-K.

SIGNATURES

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.

Date: September 16, 2020 By: /s/ Tomer Raved

Name: Tomer Raved Title: Chief Executive Officer

EXHIBIT INDEX

The following exhibit is furnished as part of this Form 6-K:

Exhibit	Description
99.1	English translation of Report by Bezeq to the ISA and TASE on September 15, 2020.

Bezeq The Israel Telecommunication Corporation Ltd. ("Bezeq")

September 15, 2020

The Israel Securities Authority The Tel Aviv Stock Exchange Ltd.

To To

Dear Sir/ Madame,

Re: Immediate Report – Sale of Walla Subsidiary to the Jerusalem Post

An immediate report is hereby given that on September 15, 2020, Bezeq entered into an agreement with Jerusalem Post Ltd. (the "Buyer") for the sale of all of Bezeq's holdings in its subsidiary, Walla! Communications Ltd. ("Walla") in exchange for a total of NIS 65 million, of which a total of NIS 55 million is payable in cash, and the balance of NIS 10 million will be paid through Bezeq's eligibility to receive from the Buyer and from Walla (and its related entities) advertising space for a period of up to seven years from the date of completion of the transaction.

The sale agreement included Bezeq's obligation to indemnify the Buyer in certain circumstances.

Conclusion of the agreement is subject to the receipt of the regulatory approvals required by law and other conditions included in the sale agreement.

If and to the extent that the transaction is completed, Bezeq is expected to record a pre-tax capital gain of approximately NIS 44 million after the completion of the transaction.

This immediate report contains "forward-looking information", within the meaning of that term under the Israeli Securities Law, 5728-1968, which are based on Bezeq's assumptions in accordance with the data in its possession at the time of this report, and among other things, on its assessment that the sale will be completed as specified in this report. The future events described by that forward-looking information may not materialize, or may materialize differently than expected, inter alia, depending on the approval of the transaction and the receipt of the approvals for the sale required by law.

Sincerely yours,

Bezeq The Israel Telecommunication Corporation Ltd.

The above information constitutes a summary and translation of the Report published by Bezeq. The Hebrew version was submitted by Bezeq to the relevant authorities pursuant to Israeli law, and represents the binding version and the only one having legal effect. This translation was prepared for convenience purposes only.