B Communications Ltd. Announces a Private Placement of NIS 118 Million Par Value of its Series C Debentures to Israeli Institutional Investors

RAMAT-GAN, Israel, January 11, 2017

B Communications Ltd. (NASDAQ and TASE: BCOM), today announced a private placement of NIS 118,000,000 par value of its Series C Debentures to Israeli institutional investors for an aggregate consideration of approximately NIS 118 million (approximately US$ 31 million).

The private placement was carried out as an increase to the outstanding Series C Debentures of B Communications, which were first issued in September 2016 and have identical terms.

The transaction was conducted as a private placement to "classified"/"institutional" investors (as defined under the exemptions of section 15 of the Securities Law, 5728-1968 and the First Schedule of The Securities Law).

The private placement was offered pursuant to Regulation S under the U.S. Securities Act of 1933. The newly issued Series C Debentures will not be registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons unless they are registered under the Securities Act or an exemption from registration is available. Initial re-sales will be restricted by applicable securities laws.

This announcement is not an offer to sell or a solicitation of an offer to buy any securities.

The issuance of the newly issued Series C Debentures is subject to: (a) the approval of Midroog Ltd., an Israeli rating company affiliated with Moody's, that the issuances will not cause a reduction in the Series C Debentures' Aa3.il rating; and (b) the listing of the additional debentures for trade on the Tel Aviv Stock Exchange; (c) the approval of the Israeli Tax Authority for a formula for calculating the adjusted discount rate for all Series C Debentures, for tax purposes. The Company expects such approvals soon.