B Communication — Regulatory Filings 2014

May 6, 2014

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 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 May 2014

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.

The following exhibit is attached:

99.1 Form of the Immediate Report of Bezeq - The Israel Telecommunication Corp. Ltd. ("Bezeq"), a controlled subsidiary of the Registrant, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange, with respect to the sale of Coral Tel Ltd., a subsidiary of Bezeq's subsidiary, Walla! Communication Ltd., supplementing previous Immediate Reports as of April 23, 2014 and April 29, 2014. The Registrant is currently assessing the impact of the transaction on its financial results.

---

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: May 6, 2014

---

EXHIBIT INDEX

EXHIBIT NO.

DESCRIPTION

99.1

Form of the Immediate Report of Bezeq - The Israel Telecommunication Corp. Ltd. (“Bezeq”), a controlled subsidiary of the Registrant, filed with the Israel Securities Authority and the Tel Aviv Stock Exchange, with respect to the sale of Coral Tel Ltd., a subsidiary of Bezeq’s subsidiary, Walla! Communication Ltd., supplementing previous Immediate Reports as of April 23, 2014 and April 29, 2014. The Registrant is currently assessing the impact of the transaction on its financial results.

---

EXHIBIT 99.1

Bezeq The Israel Telecommunications Corporation Ltd.

(the "Company")

6 May, 2014

To

Israel Securities Authority

To

Tel Aviv Stock Exchange Ltd.

Dear Sir/Madame,

Re: Immediate report – Execution of agreement for the sale of Yad2

Further to the immediate reports of April 23, 2014 and April 29, 2104, the Company is providing an update. Its subsidiary Walla! Communication Ltd. ("Walla") has executed a binding agreement with Axel Springer Digital Classifieds Holding GmbH, a foreign company incorporated in Germany, engaged, among others, in the field of media, for the sale of the entire share capital of Coral Tel Ltd. ("Coral Tel" and "Sale Agreement," respectively), a private company wholly controlled by the Company (indirectly, through Walla), that operates the Yad2 website, for a cash consideration of NIS 787.5 million (subject to price adjustments expected to total an additional NIS 18.8 million).

The Sale Agreement includes an undertaking by Walla and the Company to refrain from engaging in Coral Tel's fields of activity for a period of 24 months.

The Sale Agreement was approved by the competent organs at Walla and the Company, and its consummation is contingent upon receipt of the regulatory approvals and other terms set forth in the Sale Agreement.

If and to the extent the transaction is consummated and the consideration received, the Company expects a pre-tax profit of approximately NIS 560 million.

Such anticipated profit was not included in the forecast published by the Company regarding the group's results, and the Company will update the forecast to the extent the transaction is consummated.

The statements in this immediate report are forward looking information, as such term is defined in the Israeli Securities Law, 5728-1968, and is based on the Company's evaluations on the basis of the data currently in its possession, including its evaluation that the transaction for the sale of Coral Tel will be completed as specified herein. Such forward looking information may not materialize, or materialize differently from what is expected, due to factors beyond the Company's control.

The above information constitutes a translation of the Immediate Report published by the Company. The Hebrew version was submitted by the Company 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.