B Communication — Capital/Financing Update 2016

Feb 8, 2016

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 February 2016

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 [X] 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 [X]

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 B Communications Ltd. Provides an Update Regarding a Possible Offer to Purchase Some of Its 7⅜% Senior Secured Notes with the Proceeds of its Recent Sale of Bezeq Shares.

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: February 8, 2016

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

99.1

B Communications Ltd. Provides an Update Regarding a Possible Offer to Purchase Some of Its 7⅜% Senior Secured Notes with the Proceeds of its Recent Sale of Bezeq Shares.

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EXHIBIT 99.1

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B Communications Ltd. Provides an Update Regarding a Possible Offer to Purchase Some of Its 7⅜% Senior Secured Notes with the Proceeds of its Recent Sale of Bezeq Shares

Ramat Gan, Israel - February 8, 2016 - B C o mmunicati o ns Ltd. (N A SDAQ Glo b al Select M arket and T A SE: BCOM) (th e “Company”) announce s , further to t he completi o n of the sal e of 115,500 , 000 Bezeq shares, as fol l ow:

Under the t e rms of the I ndenture fo r the Compa n y’s 7⅜% S e nior Secure d Notes (the "Notes"), t h e net proce e ds of the Compa n y’s recent s a le of Beze q shares wer e deposited i n a "Lockb o x Account". The Comp a ny must ma k e an offer to the holders of t he Notes w i thin 365 d a ys of receip t of the pro c eeds to pur c hase the m a ximum pri n cipal amount of N otes that m ay be purc h ased with s uch procee d s at a cash offer price e qual to at l e ast 100% o f the principal a m ount of the N otes, plus a ccrued and u npaid inter e st to the dat e of purchas e .

Below is a n excerpt of c ertain of the relevant sec t ions from t h e Indenture g overning t h e Notes:

"A l l Net Avail a ble Cash f r om such Shares Dispos i tion shall b e deposited into the Lo c kbox Account prom p tly upon receipt thereo f by the Iss u er or any R estricted S u bsidiary. T o the ex t ent that the aggregate N et Availabl e Cash from all Share D ispositions e quals or ex c eeds NI S 30 million, the Issuer s h all make a n offer withi n 365 days o f receipt of s u ch Net Ava i lable C a sh (‘‘Dispo s ition Offer’’ ) ….. to all h o lders of No t es and, to t h e extent req u ired by the t erms of other outsta n ding Pari P assu Indeb t edness of th e Issuer or a ny Guarant o r that is se c ured on the Collate r al with sim i lar provisio n s requiring the Issuer o r such Gua r antor to ma k e an of f er to purch a se or repa y such Par i Passu Ind e btedness w i th such Ne t Available Cash (‘‘ O ther Shar e s Dispositi o n Indebted n ess’’), to t h e holders of Other S h ares Dispo s ition In d ebtedness, t o purchase t h e maximu m principal a m ount of No t es and any s uch Other S h ares Di s position In d ebtedness t o which the D isposition O ffer applies that may be purchased o ut of or repaid wit h 100% of t h e Net Ava i lable Cash f rom such S hares Disp o sition (suc h Net Av a ilable Cas h , ‘‘Shares Disposition P r oceeds’’), a t an offer pr i ce in cash i n an amount e qual to 100% of the principal a m ount of the N otes and O ther Shares Disposition I ndebtednes s plus ac c rued and u n paid intere s t to the dat e of purcha s e, in accor d ance with t h e procedur e s set fo r th in the In d enture…."

“We curre n tly intend t o make our Disposition Offer at so m e point ov e r the near f ew months , in line wit h the requiremen t s of the In d enture, alth o ugh no final decision a s to timing o r pricing h a s been mad e . Given th a t we believe tha t our Notes t r ade at a sig n ificant pre m ium to par, we are eval u ating our o p tions and a r e consideri n g the possibility o f using so m e of our add i tional avail a ble cash to i ncrease the o ffer price t o a price mo r e in line wi t h the current mar k et and trad i ng conditio n s. In the int e rim period, the proceed s from the s a le of the Be z eq shares w ill be invested in i nvestment g rade debt in s truments, a s permitted u n der the ter m of the Inde n ture,” said D oron Turg e man, CEO of B C ommunicat i ons.

www.bco m munication s .co.il www.ir.bezeq.co.il www.euroc o m.co.il www.igld.com

Forward-Looking Statements

This press r elease conta i ns forward- l ooking stat e ments that a re subject to risks and u n certainties. F actors that c ould cause actu a l results to differ mate r ially from t h ese forwar d -looking st a tements in c lude, but a r e not limit e d 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.

For further information, please contact:

Idit Cohen – IR Manager idit@igld.com / Tel: +972-3-924-0000

Investor relations contacts:

ISRAEL

Hadas Friedman – Investor Relations Hadas@km-ir.co.il / Tel: +972-3-516-7620

INTERNATIONAL Philip Carlson / Brad Nelson – KCSA bcom@kcsa.com / Tel: +1-212-896-1233 / 1217