Internet Gold-Golden Lines Ltd.

Foreign Filer Report • Dec 2, 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 December 2019

INTERNET GOLD-GOLDEN LINES 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- ___________

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EXHIBIT NO. DESCRIPTION

Internet Gold-Golden Lines Ltd.

igld_6k- completion of searchlight transaction_v2 (2.12.19)_gkh-law_#7739063v1

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The following exhibit is attached:

99.1 Internet Gold Announces Completion of Searchlight Transaction

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.

INTERNET GOLD-GOLDEN LINES LTD. (Registrant)

By /s/ Doron Turgeman Doron Turgeman Chief Executive Officer

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Date: December 2, 2019

Internet Gold Announces Completion of Searchlight Transaction

Ramat Gan, Israel – December 2, 2019 - Internet Gold - Golden Lines Ltd. (the "Company" or "Internet Gold") (Ticker: IGLD) today announced closing of the 'Searchlight Transaction' among the Company, B Communications Ltd. ("BComm"), Searchlight II BZQ, L.P. and T.N.R. Investments Ltd. (jointly, the "Purchasers").

At the closing of the transaction, the Company sold its entire holdings in BComm for an aggregate amount of NIS 225 million, while at the same time the Company made an investment in BComm of NIS 345 million (consisting of the amount paid for the BComm shares by the Purchasers and an additional amount of NIS 120 million). In consideration, the Company received NIS 310 million par value of Series C debentures of BComm as well as 8,383,234 ordinary shares of BComm.

As previously announced, the Company is not able to fully pay its debts, and the Company intends to initiate a creditors' arrangement which will be submitted to the applicable Israeli court. The Company anticipates that pursuant to such arrangement the existing shares of the Company will be nullified and that contemporaneously the creditors of the Company and the party or parties to a transaction of a purchase of the Company's shares as a 'shell company', if such transaction is completed, will receive, among else, 100% of the outstanding shares of the Company.

This report does not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Internet Gold

Internet Gold is a holding company whose principal assets are NIS 310 million par value of Series C debentures of B Communications Ltd. as well as 8,383,234 ordinary shares of B Communications Ltd. representing a 7% stake in B Communications Ltd. B Communications Ltd. is the owner of 26.34% of outstanding shares of Bezeq The Israel Telecommunication Corporation Limited, leading communications group in Israel. For more information, please visit the following Internet sites:

www.igld.com www.bcommunications.co.il www.ir.bezeq.co.il

Forward-Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. Factors that could cause actual results to differ materially from these forwardlooking 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 Internet-Gold's filings with the Securities Exchange Commission. These documents contain and identify other important factors that could cause

igld_6k- completion of searchlight transaction_v2 (2.12.19)_gkh-law_#7739063v1

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.

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For further information, please contact:

Doron Turgeman- CEO doron@igld.com / Tel: +972-3-924-0000