B Communication — Capital/Financing Update 2015

Apr 7, 2015

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 April 2015

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 o

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): o

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): o

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 o 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 exhibits are attached:

99.1 An immediate report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange -Undertaking to Provide Credit.

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: April 3, 2015

EXHIBIT INDEX

The following exhibits are attached:

99.1 An immediate report of Bezeq - The Israel Telecommunication Corp. Ltd., a controlled subsidiary of B Communications Ltd., filed with the Israel Securities Authority and the Tel Aviv Stock Exchange -Undertaking to Provide Credit.

EXHIBIT 99.1

Bezeq - The Israel Telecommunication Corp. Ltd. (the “Company”)

To: The Tel Aviv Stock Exchange The Israeli Securities Authority

Immediate Report - Undertaking to Provide Credit to the Company

Immediate notification is hereby provided that on April 2, 2015, the Company entered into agreements with banking entities, pursuant to which the Company received an undertaking from such entities to provide credit for the purpose of recycling future debt of the Company in 2016, in an aggregate amount of NIS 600 million.

The undertaking is to provide credit to the Company in June 2016 with an average duration of approximately 4.6 years (repayment in five equal annual installments as of June 1, 2019 until June 1, 2023), at an aggregate interest rate of approximately 3.7% (fixed, shekel, non-linked interest).

The terms of the undertaking and the loans to be provided thereunder include terms that are similar to the terms provided with respect to other loans taken by the Company, as set forth in Note 11.2.1 of Chapter 3 of the 2014 periodic report, including: an undertaking to refrain from creating additional liens over the Company's assets (under certain restrictions); an undertaking whereby, in the event the Company assumes an undertaking towards a particular party in connection with meeting financial covenants, the Company shall also assume an identical undertaking with respect to this credit (subject to certain exceptions), and also customary terms for immediate repayment (such as default events, insolvency, liquidation or receivership and so forth), and cross default (with certain restrictions), which shall also apply, mutatis mutandis , with respect to the period of the undertaking to provide credit.

The above information constitutes a translation of an excerpt 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.