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CMTL

Comtech

$37.16 /

+0.55 (+1.50%)

, GILT

Gilat Satellite

$10.13 /

-0.11 (-1.07%)

07:42
01/29/20
01/29
07:42
01/29/20
07:42

Comtech expects to fund Gilat acquisition via combined cash, credit facility

Under the terms of the agreement, unanimously approved by both companies' Board of Directors, Gilat shareholders will receive total consideration of $10.25 per share, comprised of $7.18 per share in cash and 0.08425 of a share of Comtech (CMTL) common stock for each share of Gilat held. The total consideration of $10.25 represents a premium of approximately 14.52% to Gilat's 90-day volume-weighted average trading price. Upon completion of the transaction, Gilat's shareholders will own approximately 16.1% of the combined company. As of September 30, 2019, Gilat had approximately $53.1 million of unrestricted cash and cash equivalents with debt of approximately $8.2 million. As of October 31, 2019, Comtech had approximately $46.9 million of cash and cash equivalents and debt of approximately $169.0 million. Comtech expects to fund the acquisition and related transaction costs by redeploying a portion of the $100M of pro forma combined cash and cash equivalents plus additional cash expected to be generated prior to closing, and by drawing on a new $800M secured credit facility to be provided by Citibank, N.A., Manufacturers and Traders Trust Company, Santander Bank, N.A., BMO Harris Bank, Regions Bank, Israel Discount Bank of New York and Goldman Sachs Bank USA. Comtech expects that the cash interest rate on this facility will approximate 4.0% to 5.0% on an annual basis, before any origination fees. Furthermore, Comtech expects the terms of the facility will be based on a net leverage ratio providing significant flexibility. The exact terms of the credit facility will be finalized at or prior to the closing of the acquisition. On a pro forma basis including preliminary estimated combined acquisition plan expenses of approximately $27.0 million, the repayment of Gilat bank debt and funding of Comtech's other pending acquisitions, Comtech would have approximately $45.0 million of unrestricted cash at closing with total net debt of approximately $500.0 million or net leverage of 3.85x. Total net debt is expected to decrease quickly and significantly. Based on expected strong cash flows to be generated from the combined businesses, net leverage twelve months after closing will decrease to approximately 3.00x. Comtech expects that it will maintain its annual targeted dividend of 40c per share. In connection with the acquisition of Gilat, Comtech expects to incur acquisition plan expenses. Some of these expenses are expected to be immediately expensed both prior to and upon closing, another portion expensed during the first year following the closing and the balance capitalized. Pursuant to accounting rules, the acquisition is expected to result in a material increase in annual amortization expense related to intangibles and other fair value adjustments.

CMTL

Comtech

$37.16 /

+0.55 (+1.50%)

GILT

Gilat Satellite

$10.13 /

-0.11 (-1.07%)

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