Form 6-K ELBIT SYSTEMS LTD For: Jun 15
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the Month of June 2021
_______________________
Commission File Number 000-28998
ELBIT SYSTEMS LTD.
(Translation of Registrant’s Name into English)
Advanced Technology Center, P.O.B. 539, Haifa 3100401, Israel
(Address of Principal Corporate Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F o 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): o
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
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
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: o
o Yes x No
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______________
Attached hereto and incorporated herein by reference as Exhibits 1,2, respectively, are the Registrant's Press Release dated June 15, 2021, and the Unofficial English Translation of the Rating Report of S&P Global Ratings Maalot Ltd.
This Form 6-K, including all exhibits hereto, is hereby incorporated by reference into all effective registration statements filed by the registrant under the Securities Act of 1933.
In addition, this Form 6-K, including all exhibits hereto, is hereby incorporated by reference into all effective registration statements filed by Elbit Systems Ltd. with the Israeli Securities Authority, including without limitation the Shelf Prospectus filed by Elbit Systems Ltd. with the Israeli Securities Authority on September 29, 2020.
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.
ELBIT SYSTEMS LTD. (Registrant) | |||||||||||
| By: | /s/ Pinchas Confino Adi | ||||||||||
| Name: | Pinchas Confino Adi | ||||||||||
| Title: | Corporate Secretary | ||||||||||
Date: June 15, 2021
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| 1 | June 15, 2021 | |||||||
| 2. | Unofficial English Translation of Rating Report of S&P Global Ratings Maalot Ltd. | June 2021 | ||||||
 | |||||
Exhibit 1
Elbit Systems Announces Rating of "ilAA" (Local Scale), With a Stable Outlook, by S&P Global Ratings Maalot Ltd., for Potential Notes Offering by Elbit Systems
Haifa, Israel, June 15, 2021 – Elbit Systems Ltd. (NASDAQ: ESLT, TASE: ESLT) (“Elbit Systems” or the “Company”) announced today, following its announcement from June 10, 2021 of a potential notes offering in Israel (the “Offering”), that S&P Global Ratings Maalot Ltd., an Israeli rating agency (“Maalot”), announced today that it had assigned an “ilAA” (on local scaling) issuer rating to the Company, and an “ilAA” rating with a stable outlook, to the potential new notes that may be issued by the Company, in an aggregate amount of approximately NIS 1.2 billion (approximately $370 million) nominal value.
Maalot’s official rating report in Hebrew will be submitted to the Israel Securities Authority and the Tel Aviv Stock Exchange (the “TASE”). An unofficial English translation of Maalot's rating report will be submitted by the Company on Form 6-K to the U.S. Securities and Exchange Commission.
The execution, timing, terms and amount to be raised in the contemplated Offering have not been finally determined and are subject to further approval of the Company’s Board of Directors and the approval of the TASE. There is no assurance that the Offering will be completed.
Any securities, if offered, will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to U.S. Persons (as defined in Regulation “S” promulgated under the Securities Act) without registration under the Securities Act or an exemption from the registration requirements of the Securities Act. Any offering of securities pursuant to the Company’s shelf prospectus dated September 30, 2020 and any shelf offering report, if made, will be made only in Israel. This announcement shall not constitute a solicitation or an offer to buy any securities.
About Elbit Systems
Elbit Systems Ltd. is an international high technology company engaged in a wide range of defense, homeland security and commercial programs throughout the world. The Company, which includes Elbit Systems and its subsidiaries, operates in the areas of aerospace, land and naval systems, command, control, communications, computers, intelligence surveillance and reconnaissance ("C4ISR"), unmanned aircraft systems, advanced electro-optics, electro-optic space systems, EW suites, signal intelligence systems, data links and communications systems, radios, cyber-based systems and munitions. The Company also focuses on the upgrading of existing platforms, developing new technologies for defense, homeland security and commercial applications and providing a range of support services, including training and simulation systems.
For additional information, visit: https://elbitsystems.com/, follow us on Twitter or visit our official Facebook, Youtube and LinkedIn Channels.
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Contacts:
Company Contact: Joseph Gaspar, Executive VP & CFO Tel: +972-4-8316663 j.gaspar@elbitsystems.com Rami Myerson, Director, Investor Relations Tel: +972-77-2948984 rami.myerson@elbitsystems.com David Vaaknin, VP, Head of Corporate Communications Tel: +972-77-2946691 david.vaaknin@elbitsystems.com Elbit Systems Ltd. | IR Contact: Ehud Helft Kenny Green GK Investor Relations Tel: 1-646-201-9246 elbitsystems@gkir.com | ||||
This press release may contain forward‑looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Israeli Securities Law, 1968) regarding Elbit Systems Ltd. and/or its subsidiaries (collectively the Company), to the extent such statements do not relate to historical or current facts. Forward-looking statements are based on management’s current expectations, estimates, projections and assumptions about future events. Forward‑looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions about the Company, which are difficult to predict, including projections of the Company’s future financial results, its anticipated growth strategies and anticipated trends in its business Therefore, actual future results, performance and trends may differ materially from these forward‑looking statements due to a variety of factors, including, without limitation: scope and length of customer contracts; governmental regulations and approvals; changes in governmental budgeting priorities; general market, political and economic conditions in the countries in which the Company operates or sells, including Israel and the United States among others; changes in global health and macro-economic conditions; differences in anticipated and actual program performance, including the ability to perform under long-term fixed-price contracts; changes in the competitive environment; and the outcome of legal and/or regulatory proceedings. The factors listed above are not all-inclusive, and further information is contained in Elbit Systems Ltd.’s latest annual report on Form 20-F, which is on file with the U.S. Securities and Exchange Commission. All forward‑looking statements speak only as of the date of this release. Although the Company believes the expectations reflected in the forward-looking statements contained herein are reasonable, it cannot guarantee future results, level of activity, performance or achievements. Moreover, neither the Company nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. The Company does not undertake to update its forward-looking statements.
Elbit Systems Ltd., its logo, brand, product, service and process names appearing in this Press Release are the trademarks or service marks of Elbit Systems Ltd. or its affiliated companies. All other brand, product, service and process names appearing are the trademarks of their respective holders. Reference to or use of a product, service or process other than those of Elbit Systems Ltd. does not imply recommendation, approval, affiliation or sponsorship of that product, service or process by Elbit Systems Ltd. Nothing contained herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any patent, copyright, trademark or other intellectual property right of Elbit Systems Ltd. or any third party, except as expressly granted herein.
1 | June 15, 2021 New Rating Elbit Systems Ltd. June 15, 2021 New Rating ‘ilAA Issuer Rating Assigned, Outlook Stable; ‘ilAA’ Rating Assigned To Potential New Bond Issuance In An Aggregate Amount Of Approximately NIS 1.2 Billion N.V. Primary Credit Analyst: Sivan Mesilati, 972-3-7539735 [email protected] Additional Contact: Tamar Stein, 972-3-7539721 [email protected] Unofficial English Translation This report is an English translation of the credit rating report in Hebrew issued for a potential debt offering in Israel. The original Hebrew credit rating report is binding. Please note that this translation was made for convenience purposes and for the company's use only and under no circumstances shall obligate S&P Global Ratings Maalot Ltd. The translation has no legal status and S&P Global Ratings Maalot Ltd. does not assume any responsibility whatsoever as to its accuracy and is not bound by its contents. In the case of any discrepancy with the official Hebrew version published on June 15, 2021, the Hebrew version shall apply. Table of Contents Summary ........................................................................................................................... 3 Rating Action Rationale ..................................................................................................... 3 Outlook ............................................................................................................................. 5 Downside Scenario ....................................................................................................... 5 Upside Scenario ............................................................................................................ 5 Company Description ........................................................................................................ 5 Base Case Scenario ......................................................................................................... 5
Elbit Systems Ltd. June 15, 2021 www.maalot.co.il ׀ 2 Key Assumptions ........................................................................................................... 5 Key Metrics ................................................................................................................... 6 Liquidity ............................................................................................................................. 6 Modifiers ........................................................................................................................... 7 Issue Ratings-Subordination Risk Analysis ....................................................................... 7 Capital structure ............................................................................................................ 7 Analytical conclusions ................................................................................................... 7 Related Criteria And Research .......................................................................................... 7 Ratings List ....................................................................................................................... 8
Elbit Systems Ltd. June 15, 2021 www.maalot.co.il ׀ 3 New Rating ‘ilAA Issuer Rating Assigned, Outlook Stable; ‘ilAA’ Rating Assigned To Potential New Bond Issuance In An Aggregate Amount Of Approximately NIS 1.2 Billion N.V. Summary • Elbit Systems Ltd. ("Elbit” or "the Company”) is an international technological company engaged in the development, manufacturing and marketing of advanced airborne, land and naval systems for the fields of defense, homeland security and commercial applications. • Elbit has good international accessibility as reflected in the balanced and wide geographical spread of sales throughout the last decade alongside strong revenue growth. Elbit’s business risk profile is supported by its track record of successful mergers and acquisitions expanding its advanced technological capabilities and research and development in a diversified defense product portfolio, supporting its technological advantage, and an average R&D/revenue ratio compared with global peers. • The Company’s financial risk profile is characterized by good financial flexibility and by strong liquidity supported by stable operating cash flow and bank credit facilities, alongside medium leverage compared to peers. In light of the good visibility of cash flow from the current backlog, we expect the Company’s financial ratios to remain stable in the next two years. • On June 15, 2021, we assigned Elbit Systems Ltd. our ‘ilAA’ issuer rating. At the same time, we assigned our ‘ilAA’ rating to the potential issuance by the Company of new bonds in an aggregate amount of approximately NIS 1.2 billion n.v. that may be issued by the company. • The stable outlook reflects our assessment that in the next two years the Company will continue to maintain a strong business position, a large and expanding backlog and financial ratios commensurate with the rating, i.e. FFO (funds from operations) to debt of 20%-30% and debt to EBITDA of 3.0x-4.0x. Rating Action Rationale Our rating on Elbit reflects its strong business position as a developer and producer of technologically advanced systems compared with peers in its fields of operation, and extensive global operations, including in the growing U.S. market, and a provider of key and essential technological solutions to the Israeli Ministry of Defense. In the past decade, Elbit’s revenues grew by approximately 75% to
Elbit Systems Ltd. June 15, 2021 www.maalot.co.il ׀ 4 approximately $4.7 billion in 2020 from approximately $2.7 billion in 2010, while maintaining wide geographical spread. Elbit also engaged in successful mergers and acquisitions while expanding its advanced technological capabilities in several fields of operation such as artillery, cyber security, night vision, soft and hard defense systems and laser-based protection systems, considered an innovative field in the industry. The Company is operating in a synergetic manner among its areas of operation in order to provide its customers with unique and integrated technology-based solutions. Most of the Company’s products are designated for the growing defense sector, which provides higher stability and visibility relative to the commercial sector. These advantages are somewhat mitigated by dependence on international defense budgets, lower revenue base and EBITDA compared with global peers and by the need to continue to significantly invest in research and development in order to maintain its technological advantage. In Q1 2021, Elbit’s backlog reach a record of approximately $11.8 billion. This backlog provides good revenue visibility for approximately 2-3 years, as is common in the industry. We expect the Company’s backlog and revenue to grow in the coming years, in light of a series of large contracts it recently won from several countries, including the U.K., Greece and the U.S. The Company’s financial risk profile reflects a medium leverage level, as reflected in adjusted FFO to debt of about 30% and in adjusted debt to EBITDA of about 3.0x. We expect a certain increase in leverage in the next two years due to acquisitions made by the Company, primarily the acquisition of U.S. based Sparton Corporation (“Sparton”), and due to some increase in R&D expenditure. However, we believe that even given a certain increase in the leverage ratio and decrease in the coverage ratio, they will remain commensurate with the current rating with sufficient headroom. We believe there remains high, albeit moderating, uncertainty about the evolution of the coronavirus pandemic and its economic effects. Vaccine production is ramping up and rollouts are gathering pace around the world. Widespread immunization, which will help pave the way for a return to more normal levels of social and economic activity, looks to be achievable by most developed economies by the end of the third quarter of 2021. However, some emerging markets may only be able to achieve widespread immunization by year-end or later. We use these assumptions about vaccine timing in assessing the economic and credit implications associated with the pandemic (see our research on S&P Maalot website as well as on S&P Global Ratings website). As the situation evolves, we will update our assumptions and estimates accordingly.
Elbit Systems Ltd. June 15, 2021 www.maalot.co.il ׀ 5 Outlook The stable outlook reflects our assessment that in the next 12-24 months Elbit will maintain its strong business position, including R&D capabilities, and a large backlog. We expect the Company to maintain adjusted financial ratios FFO/debt of about 20%-30% and debt/EBITDA of about 3.0x-4.0x. Our expectations are underpinned by good revenue and cash flow visibility from the Company’s current backlog. Downside Scenario We may consider a negative rating action if the aforementioned target financial ratios deteriorate, or if free operating cash flow (FOCF) to debt consistently drops below 10%. This could happen if the Company’s backlog diminishes or if its quality deteriorates without a parallel adjustment in its cost structure, such that the adjusted EBITDA margin drops to about 5%. Upside Scenario We may consider a positive rating action if we estimate that the Company consistently maintains an adjusted FFO to debt ratio above 30% and an FOCF to debt ratio above 15%, while maintaining its competitive advantage vis-a-vis global peers and continuing to expand its revenue base and improving its adjusted EBITDA margin. Company Description Elbit Systems Ltd. is an international technological company engaged in the development, manufacturing and marketing of advanced airborne, land and naval systems for the fields of defense, homeland security and commercial applications. The Company operates according to a synergistic business model that supplies its customers with advanced and integrated technological solutions in four major business areas: airborne systems, C4ISR systems, land systems and electro-optical systems. The Company’s shares are traded on the Tel Aviv Stock Exchange and on NASDAQ. The controlling shareholder of the Company is Federmann Enterprises Ltd. (approximately 44.3%, directly and indirectly), of which the controlling shareholder is Mr. Michael Federmann. The remaining shares of the Company are held by the public. Base Case Scenario Key Assumptions • Increase in the Company’s backlog to over $12 billion in 2021, due to contracts it recently won vis- a-vis a country in Asia-Pacific, the U.K., the U.S. Marines and the Israeli and Greek Ministries of Defense. • An increase of approximately 8%-10% in revenues in 2021 following the Sparton and BAE Systems Rokar acquisitions, alongside organic growth.
Elbit Systems Ltd. June 15, 2021 www.maalot.co.il ׀ 6 • Adjusted EBITDA margin of about 12%-12.5% in the next two years. We do not expect the expenditure structure to materially change. The retirement obligations to employees will remain high, and R&D expenditures will grow slightly in order to enable future value creation. • Optional M&A activity of about $100 million - $200 million in the next two years. • Dividend distribution of about $78 million per year, similar to recent years. Key Metrics A - actual. E - expected. Liquidity According to our criteria, the Company’s liquidity is "strong”. We expect the ratio between the Company's sources and uses in the next 12 months to exceed 1.5x. This assessment is based on stable operating cash flow and bank credit lines. We expect the Company’s sources to be greater than its uses even if its EBITDA decreases by 30% compared with our operating base case scenario, and believe the Company maintains sufficient headroom on its financial covenants. In our base case scenario we assume the main sources at the Company’s disposal in the 12 months starting April 1, 2021, to be: • Cash and liquid investments of approximately $208.5 million. • Cash FFO of approximately $460 million - $490 million. • Proceeds from asset sales of approximately $28 million. • Bank loan of approximately $450 million. • Other sources totaling approximately $25 million. Our assumptions regarding the Company’s main uses for the same period are: • Debt maturities of approximately $300 million. • Working capital needs of approximately $100 million. • Capital expenditures of approximately $160 million. • Acquisitions totaling approximately $416 million. • Dividend distribution of approximately $78 million. Financial Metric 2020A 2021E 2022E FFO/debt 29.5% 30%-25% 30%-25% FOCF/debt 13.8% 16%-14% 17%-15% Debt/EBITDA 2.9x 3.0x-3.5x 3.0x-3.5x
Elbit Systems Ltd. June 15, 2021 www.maalot.co.il ׀ 7 Modifiers Diversification/portfolio effect: Neutral Capital structure: Neutral Liquidity: Neutral Financial policy: Neutral Management and governance: Neutral Comparable ratings analysis: Neutral Issue Ratings-Subordination Risk Analysis Capital structure Currently, Elbit Systems’ capital structure includes approximately $1.19 billion in banks and other financial institution debt, to which senior unsecured bonds in an aggregate amount of approximately NIS 1.2 billion n.v. are expected to be added in case the offering is completed (the proceeds from the bonds are expected to be used to replace part of the current debt). Analytical conclusions We rate the senior unsecured bonds in an aggregate amount of approximately NIS 1.2 billion n.v. ‘ilAA’, identical to the issuer rating, as we believe the subordination risk in this capital structure is not significant. Related Criteria And Research • Principles Of Credit Ratings, February 16, 2011 • Methodology: Management And Governance Credit Factors For Corporate Entities And Insurers, November 13, 2012 • Methodology: Industry Risk, November 19, 2013 • Country Risk Assessment Methodology And Assumptions, November 19, 2013 • Corporate Methodology, November 19, 2013 • Methodology And Assumptions: Liquidity Descriptors For Global Corporate Issuers, December 16, 2014 • Reflecting Subordination Risk In Corporate Issue Ratings, March 28, 2018 • Methodology For National And Regional Scale Credit Ratings, June 25, 2018 • Corporate Methodology: Ratios And Adjustments, April 1, 2019 • Group Rating Methodology, July 1, 2019 • S&P Global Ratings Definitions, January 5, 2021
Elbit Systems Ltd. June 15, 2021 www.maalot.co.il ׀ 8 Ratings List Elbit Systems Ltd. Rating Date when the rating was first published Last date when the rating was updated Issuer rating(s) Long term ilAA/Stable 15/06/2021 15/06/2021 Issue rating(s) Senior Unsecured Debt Series B ilAA 15/06/2021 15/06/2021 Series C ilAA 15/06/2021 15/06/2021 Series D ilAA 15/06/2021 15/06/2021 Issuer Credit Rating history Long term June 15, 2021 ilAA/Stable Additional details Time of the event 15/06/2021 09:59 Time when the event was learned of 15/06/2021 09:59 Rating requested by Issuer
Elbit Systems Ltd. June 15, 2021 www.maalot.co.il ׀ 9 S&P Maalot is the commercial name of S&P Global Ratings Maalot Ltd. For a list of the most up-to-date ratings and for additional information regarding S&P Maalot’s surveillance policy, see S&P Global Ratings Maalot Ltd. website at www.maalot.co.il. All rights reserved © No content (including ratings, credit-related analyses and data, valuations, model, software or other application or output therefrom) or any part thereof (collectively, “the Content”) may be modified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission of of S&P Global Ratings Maalot Ltd. or its affiliates (collectively, S&P). The Content shall not be used for any unlawful or unauthorized purposes. &P and any third-party providers, as well as their directors, officers, shareholders, employees or agents (collectively, “S&P Parties”) do not guarantee the accuracy, completeness, timeliness or availability of the Content. S&P Parties are not responsible for any errors or omissions (negligent or otherwise), regardless of the cause, for the results obtained from the use of the Content, or for the security or maintenance of any data input by the user. The Content is provided on an "as is" basis. S&P PARTIES DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, FREEDOM FROM BUGS, SOFTWARE ERRORS OR DEFECTS, THAT THE CONTENT’S FUNCTIONING WILL BE UNINTERRUPTED OR THAT THE CONTENT WILL OPERATE WITH ANY SOFTWARE OR HARDWARE CONFIGURATION. In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content even if advised of the possibility of such damages. Credit-related and other analyses, including ratings, and statements in the Content are statements of opinion as of the date they are expressed and not statements of fact. S&P’s ratings and other analyses are not recommendations to purchase, hold, or sell any securities or to make any investment decisions, and do not address the suitability of any security. S&P assumes no obligation to update the Content following publication in any form or format. The Content should not be relied on in making investment decisions or any other business decision, and is not a substitute for the skill, judgment and experience of the user, its management, employees, advisors and/or clients when making such decisions. S&P does not act as a fiduciary or an investment advisor except where registered as such. Rating reports are correct as of the time of their publication. S&P updates rating reports following ongoing surveillance of events or annual surveillance.. While S&P obtains information from sources it believes to be reliable, S&P does not perform an audit and undertakes no duty of due diligence or independent verification of any information it receives. S&P publishes rating-related reports for a variety of reasons that are not necessarily dependent on action by rating committees, including, but not limited to, the publication of a periodic update on a credit rating and related analyses. To the extent that regulatory authorities allow a rating agency to acknowledge in one jurisdiction a rating issued in another jurisdiction for certain regulatory purposes, S&P reserves the right to assign, withdraw or suspend such acknowledgment at any time and in its sole discretion. S&P Parties disclaim any duty whatsoever arising out of the assignment, withdrawal or suspension of an acknowledgment as well as any liability for any damage alleged to have been suffered on account thereof. S&P keeps certain activities of its business units separate from each other in order to preserve the independence and objectivity of their respective activities. S&P has established policies and procedures to maintain the confidentiality of certain non-public information received in connection with each analytical process. S&P receives compensation for its ratings and certain analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on S&P Maalot’s website, www.maalot.co.il and on S&P Global’s website, www.standardandpoors.com, and may be distributed through other means, including via S&P publications and third-party redistributors.
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