UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Gilat Satellite Networks Ltd.
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(Name of Issuer)
Ordinary Shares, NIS 0.20 par value per
share
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(Title of Class of Securities)
M51474118
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(CUSIP Number)
Richard P. Swanson, Esq.
York Capital Management Global Advisors, LLC
767 Fifth Avenue, 17th Floor
New York, New York 10153
Telephone: (212) 300-1300
With copies to:
Robert E. Holton, Esq.
Stephanie G. Nygard, Esq.
Arnold & Porter LLP
399 Park Avenue
New York, New York 10022
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 17, 2014
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(Date of Event Which Requires Filing of
this Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box o.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
* The remainder of this
cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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| 1. |
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Name of Reporting Persons
York Capital Management Global Advisors, LLC
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| 2. |
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Check the Appropriate Box if a Member of a Group (see instructions)
(a) ¨
(b) x |
| 3. |
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SEC USE ONLY |
| 4. |
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Source of Funds (see instructions)
AF
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| 5. |
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Check if Disclosure of Legal Proceedings Is Required Pursuant
to Item 2(d) or 2(e)
¨ |
| 6. |
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Citizenship or Place of Organization
New York
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7. |
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Sole Voting Power
5,166,348
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8. |
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Shared Voting Power
-0-
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9. |
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Sole Dispositive Power
5,166,348
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10. |
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Shared Dispositive Power
-0-
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| 11. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
5,166,348
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| 12. |
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(see instructions)
¨ |
| 13. |
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Percent of Class Represented by Amount in Row 11
Approximately 12.2%
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| 14. |
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Type of Reporting Person (see instructions)
IA
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This Amendment No. 10 to Schedule 13D (this “Amendment”)
supplements and amends, but is not a complete restatement of, the Amendment No. 3 to Schedule 13D (the “Amendment No. 3”)
filed by JGD Management Corp., a Delaware corporation (“JGD”) with the U.S. Securities and Exchange Commission (the
“SEC”) on January 2, 2007, as amended by the Amendment No. 4 to Schedule 13D filed by JGD with the SEC on April 10,
2008 (the “Amendment No. 4”), the Amendment No. 5 to Schedule 13D filed by JGD with the SEC on June 3, 2009 (the “Amendment
No. 5”), the Amendment No. 6 to Schedule 13D filed by JGD with the SEC on June 10, 2009 (the “Amendment No. 6”),
the Amendment No. 7 to Schedule 13D filed jointly by JGD and York Capital Management Global Advisors, LLC, a New York limited liability
company (“YGA”), with the SEC on April 12, 2010 (the “Amendment No. 7”), the Amendment No. 8 to Schedule
13D filed by YGA with the SEC on September 20, 2011 (the “Amendment No. 8”) and the Amendment No. 9 to Schedule 13D
filed by YGA with the SEC on February 5, 2014 (the “Amendment No. 9” and, together with the Amendment No. 3, Amendment
No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, and Amendment No. 9, the “Prior Amendments”),
in each case, relating to the ordinary shares, par value NIS 0.20 per share (the “Shares”), of Gilat Satellite Networks
Ltd. (the “Company”). This Amendment should be read in conjunction with, and is qualified in its entirety by reference
to, the Prior Amendments. Capitalized terms used in this Amendment but not otherwise defined have the meaning ascribed to them
in the Prior Amendments. The Prior Amendments are supplemented and amended as follows:
Item 2. Identity and Background
Item 2 of the Amendment No. 9 is hereby amended and restated
in its entirety as follows:
(a) This Statement is being filed by York Capital Management
Global Advisors, LLC, a New York limited liability company (“YGA” or, the “Reporting Person”), with respect
to:
(i) 364,222 Shares directly owned by York
Capital Management, L.P., a Delaware limited partnership (“York Capital”);
(ii) 3,534,621 Shares directly owned by York
Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Multi-Strategy”);
(iii) 191,523 Shares directly owned by York
Credit Opportunities Fund, L.P., a Delaware limited partnership (“York Credit Opportunities”);
(iv) 410,749 Shares directly owned by York
Credit Opportunities Master Fund, L.P., a Cayman Islands exempted limited partnership (“York Credit Opportunities Master”);
(v) 355,343 Shares directly owned by Jorvik
Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership (“Jorvik”); and
(vi) 309,890 Shares directly owned by an account
managed by York Managed Holdings, LLC (“York Managed Holdings”) (such account, the “Managed Account”).
YGA, the sole managing member of the general
partner of each of York Capital, York Multi-Strategy, York Credit Opportunities, York Credit Opportunities Master and Jorvik and
the sole managing member of York Managed Holdings, exercises investment discretion over such investment funds and the Managed Account
and accordingly may be deemed to have beneficial ownership over the Shares directly owned by such investment funds and the Managed
Account.
James G. Dinan is the chairman and one of
two senior managers of YGA. Daniel A. Schwartz is also a senior manager of YGA.
Dinan Management, L.L.C., a New York limited
liability company (“Dinan Management”), is the general partner of York Capital, York Multi-Strategy and Jorvik. YGA
is the sole managing member of Dinan Management.
York Credit Opportunities Domestic Holdings,
LLC, a New York limited liability company (“York Credit Opportunities Domestic Holdings”), is the general partner of
York Credit Opportunities and York Credit Opportunities Master. YGA is the sole managing member of York Credit Opportunities Domestic
Holdings.
The name of each director and each executive
officer of YGA is set forth on Exhibit 1 to this Statement, and incorporated herein by reference.
(b) The principal business office address of each of YGA,
York Capital, York Multi-Strategy, York Credit Opportunities, York Credit Opportunities Master, Jorvik, Dinan Management, York
Credit Opportunities Domestic Holdings, York Managed Holdings, James G. Dinan and Daniel A. Schwartz is:
c/o York Capital Management
767 Fifth Avenue, 17th Floor
New York, New York 10153
The business address of each other person named in Item 2(a)
above is set forth on Exhibit 1 to this Statement, and incorporated herein by reference.
(c) YGA is a privately owned company having discretionary
investment authority over certain investment funds and accounts for which affiliates (including those identified below in this
Item 2(c)) act as general partner or manager.
Each of York Capital, York Multi-Strategy,
York Credit Opportunities, York Credit Opportunities Master and Jorvik is a privately owned investment limited partnership in the
principal business of purchasing for investment trading purposes securities and other financial instruments.
Dinan Management is a privately owned limited
liability company in the principal business of acting as the general partner of York Capital, York Multi-Strategy and Jorvik and
the general partner or investment manager of five other private investment funds.
York Credit Opportunities Domestic Holdings
is a privately owned limited liability company in the principal business of acting as the general partner of York Credit Opportunities
and York Credit Opportunities Master and the investment manager of one other private investment fund.
York Managed Holdings is a privately owned
limited liability company in the principal business of acting as manager of certain separately managed client investment accounts.
The present principal occupation or employment
of each other person named in Item 2(a) above is set forth on Exhibit 1 to this Statement, and incorporated herein by reference.
(d)-(e) Neither the Reporting Person nor, to the knowledge
of the Reporting Person, any other person named in Item 2(a) above has during the last five years been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(f) The citizenship of each natural person named in Item
2(a) above is set forth on Exhibit 1 to this Statement, and incorporated herein by reference.
Item 4. Purpose of Transaction
Item 4 of the Amendment No. 9 is hereby amended and restated
in its entirety as follows:
The Reporting Person acquired the securities of the Company
described in Item 5 of this Statement for investment purposes.
On September 17, 2014, the Reporting Person, on behalf of York
Capital, York Multi-Strategy, York Credit Opportunities, York Credit Opportunities Master, Jorvik and the Managed Account (collectively,
the “Seller Entities”), entered into an Agreement (the “Sale Agreement”) with Dov Baharav (the “Buyer”)
pursuant to which the Seller Entities will sell to the Buyer in the aggregate 849,182 Shares (the “Purchased Shares”)
for an aggregate purchase price of US$4,203,451 (the “Purchase Price”) on the Effective Date (as defined below). The
“Effective Date” is the business day, in New York and Israel, immediately following the day on which the Seller Entities
notify the Buyer that they are ready to consummate the sale of the Purchased Shares for the Purchase Price, but in no event before
September 21, 2014 or after October 21, 2014.
The preceding description of the Sale Agreement is a summary
only and is qualified in its entirety by reference to a copy of the Sale Agreement included as an exhibit to this Amendment and
incorporated herein by reference.
A Managing Director of YGA currently serves as a director on
the board of directors of the Company and will resign from such position as of September 30, 2014.
Except as described above and below in Item 6, the Reporting
Person does not have any plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities
of the Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets
of the Company or any of its subsidiaries;
(d) any change in the board of directors or management
of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on
the board;
(e) any material change in the present capitalization
or dividend policy of the Company;
(f) any other material change in the Company’s
business or corporate structure;
(g) changes in the Company’s charter, bylaws
or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to
be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of registered
national securities association;
(i) a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
or
(j) any action similar to those enumerated in clauses
(a)-(i) above.
The Reporting Person reserves the right to consider, either
separately or together with other persons, plans or proposals relating to or resulting in the occurrence of one or more of the
transactions described in clauses (a)-(j) above in the future depending upon then existing factors, including without limitation
the market for the Shares, the Company’s then prospects, alternative investment opportunities, general economic and money-market
investment conditions and other factors deemed relevant from time to time.
Item 5. Interest in Securities of the Issuer
Item 5 of the Amendment No. 9 is hereby amended and restated
in its entirety as follows:
(a) (i) YGA may, pursuant to Rule 13d-3 of the Exchange Act,
be deemed to be the beneficial owner of 5,166,348 Shares, which constitute approximately 12.2% of the issued and outstanding Shares.
(ii) York Capital may, pursuant to Rule 13d-3
of the Exchange Act, be deemed to be the beneficial owner of 364,222 Shares, which constitute approximately 0.9% of the issued
and outstanding Shares. As the general partner of York Capital, Dinan Management may be deemed to be the beneficial owner of the
Shares beneficially owned by York Capital.
(iii) York Multi-Strategy may, pursuant to
Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 3,534,621 Shares, which constitute approximately 8.3% of
the issued and outstanding Shares. As the general partner of York Multi-Strategy, Dinan Management may be deemed to be the beneficial
owner of the Shares beneficially owned by York Multi-Strategy.
(iv) York Credit Opportunities may, pursuant
to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 191,523 Shares, which constitute approximately 0.5%
of the issued and outstanding Shares. As the general partner of York Credit Opportunities, York Credit Opportunities Domestic Holdings
may be deemed to be the beneficial owner of the Shares beneficially owned by York Credit Opportunities.
(v) York Credit Opportunities Master may,
pursuant to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 410,749 Shares, which constitute approximately
1.0% of the issued and outstanding Shares. As the general partner of York Credit Opportunities Master, York Credit Opportunities
Domestic Holdings may be deemed to be the beneficial owner of the Shares beneficially owned by York Credit Opportunities Master.
(vi) Jorvik may, pursuant to Rule 13d-3 of
the Exchange Act, be deemed to be the beneficial owner of 355,343 Shares, which constitute approximately 0.8% of the issued and
outstanding Shares. As the general partner of Jorvik, Dinan Management may be deemed to be the beneficial owner of the Shares beneficially
owned by Jorvik.
(vii) York Managed Holdings may, pursuant
to Rule 13d-3 of the Exchange Act, be deemed to be the beneficial owner of 309,890 Shares, which constitute approximately 0.7%
of the issued and outstanding Shares.
(viii) To the knowledge of the Reporting Person,
except as described above, no Shares are beneficially owned, or may be deemed to be beneficially owned, by any of the persons named
in Item 2(a) above.
The number of Shares beneficially owned and
the percentage of outstanding Shares represented thereby, for each person named above, have been computed in accordance with Rule
13d-3 under the Exchange Act. The percentages of ownership described above for YGA, York Capital, York Multi-Strategy, York Credit
Opportunities, York Credit Opportunities Master, Jorvik and York Managed Holdings are based on 42,459,061 Shares issued and outstanding
as of May 28, 2014 as reported in the Company’s Report on Form 6-K furnished to the SEC on May 29, 2014.
(b) (i) YGA may be deemed to have the sole power to dispose
of, direct the disposition of, vote or direct the vote of 5,166,348 Shares.
(ii) York Capital may be deemed to have the
sole power to dispose of, direct the disposition of, vote or direct the vote of 364,222 Shares. As the general partner of York
Capital, Dinan Management may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote
of 364,222 Shares.
(iii) York Multi-Strategy may be deemed to
have the sole power to dispose of, direct the disposition of, vote or direct the vote of 3,534,621 Shares. As the general partner
of York Multi-Strategy, Dinan Management may be deemed to have the sole power to dispose of, direct the disposition of, vote or
direct the vote of 3,534,621 Shares.
(iv) York Credit Opportunities may be deemed
to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 191,523 Shares. As the general partner
of York Credit Opportunities, York Credit Opportunities Domestic Holdings may be deemed to have the sole power to dispose of, direct
the disposition of, vote or direct the vote of 191,523 Shares.
(v) York Credit Opportunities Master may be
deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 410,749 Shares. As the general
partner of York Credit Opportunities Master, York Credit Opportunities Domestic Holdings may be deemed to have the sole power to
dispose of, direct the disposition of, vote or direct the vote of 410,749 Shares.
(vi) Jorvik may be deemed to have the sole
power to dispose of, direct the disposition of, vote or direct the vote of 355,343 Shares. As the general partner of Jorvik, Dinan
Management may be deemed to have the sole power to dispose of, direct the disposition of, vote or direct the vote of 355,343 Shares.
(vii) York Managed Holdings may be deemed
to have the sole power to dispose of, vote or direct the disposition or vote of 309,890 Shares.
(viii) To the knowledge of the Reporting Person,
except as described above, none of the persons named on Exhibit 1 to this Statement, and incorporated herein by reference, has,
or may be deemed to have, any power to dispose of, direct the disposition of, vote or direct the vote of any Share.
(c) Except as described in Item 4 above, during the past
sixty (60) days preceding the date of this Statement, the Reporting Person did not effect any transactions in the Shares.
(d) The right to receive dividends from, or the proceeds
from the sale of, all Shares reported in this Statement as beneficially owned by the Reporting Person is held by York Capital,
York Multi-Strategy, York Credit Opportunities, York Credit Opportunities Master, Jorvik or the Managed Account, as the case may
be, as the advisory clients of the Reporting Person. In accordance with Rule 13d-4 under the Exchange Act, the filing of this Statement
shall not be construed as an admission that the Reporting Person or any other person named in this Statement is, for the purposes
of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any of the Shares reported in this Statement.
Except as set forth in this Item 5(d), to
the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any other Shares deemed to be beneficially owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Amendment No. 9 is
hereby amended and restated in its entirety as follows:
The information provided in response to Item 2(a) and Item 4
above is incorporated herein by reference.
On September 17, 2014, the Reporting Person, on behalf of York
Capital, York Multi-Strategy, York Credit Opportunities, York Credit Opportunities Master, Jorvik and the Managed Account (collectively,
“York”), entered into an Agreement (the “Offer Agreement”) with FIMI Opportunity Fund IV, L.P., FIMI Israel
Opportunity Fund IV, Limited Partnership, FIMI Opportunity V, L.P. and FIMI Israel Opportunity V, Limited Partnership (collectively,
“FIMI”), pursuant to which (i) FIMI undertook to make (by itself or together with any of its designees), a public “special
tender offer” (as defined in Part 8, Chapter 2 of the Israeli Companies Law, 1999) on or prior to October 24, 2014, to acquire
5,166,348 Shares of the Company in consideration for a cash price of US$4.95 per share (the “Offer”), and (ii) York
undertook to accept the Offer in respect of the 5,166,348 Shares held by it and not to offer or sell the Shares held by it to any
other person until the expiration of the Offer.
York may terminate the Offer Agreement in the event that certain
conditions related to the Offer are not satisfied, as described in the Offer Agreement.
The preceding description of the Offer Agreement is a summary
only and is qualified in its entirety by reference to a copy of the Offer Agreement included as an exhibit to this Amendment and
incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
Item 7 of the Amendment No. 9 is hereby amended and restated
in its entirety as follows:
The exhibits listed on the Index of Exhibits
of this Statement are filed herewith or incorporated by reference to a previously filed document.
SIGNATURE
After reasonable inquiry
and to the best of the knowledge and belief of the undersigned Reporting Person, the undersigned Reporting Person certifies that
the information set forth in this statement with respect to it is true, complete and correct.
Dated: September 18, 2014
YORK CAPITAL MANAGEMENT GLOBAL ADVISORS, LLC
By: /s/ Richard P. Swanson
Richard P. Swanson
General Counsel
INDEX OF EXHIBITS
| Exhibit No. |
Description |
| |
|
| 1 |
Directors and Executive Officers of York Capital Management Global Advisors, LLC (incorporated by reference to the Reporting Person’s Amendment No. 9 to Schedule 13D filed with the Securities and Exchange Commission on February 5, 2014). |
| |
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| 2 |
Agreement, dated September 17, 2014, by and among (1) York Capital Management Fund, L.P., York Multi-Strategy Master Fund, L.P., York Credit Opportunities Fund, L.P., York Credit Opportunities Master Fund, L.P., Jorvik Multi-Strategy Master Fund, L.P. and Permal York Ltd., and (2) Dov Baharav. |
| |
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| 3 |
Agreement, dated September 17, 2014, by and among (1) FIMI Opportunity Fund IV, L.P., FIMI Israel Opportunity Fund IV, Limited Partnership, FIMI Opportunity V, L.P. and FIMI Israel Opportunity V, Limited Partnership, and (2) York Capital Management, L.P., York Multi-Strategy Master Fund, L.P., York Credit Opportunities Fund, L.P., York Credit Opportunities Master Fund, L.P., Jorvik Multi-Strategy Master Fund, L.P. and Permal York Ltd. |
EXHIBIT
2
AGREEMENT
THIS AGREEMENT (this
“Agreement”) is entered into this September 17, 2014, by and between (1) Dov Baharav (the “Purchaser”),
and (2) York Capital Management, L.P., a Delaware limited partnership, York Multi-Strategy Master Fund, L.P., a Cayman Islands
exempted limited partnership, York Credit Opportunities Fund, L.P., a Delaware limited partnership, York Credit Opportunities Master
Fund, L.P., a Cayman Islands exempted limited partnership, Jorvik Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited
partnership and Permal York Ltd., a British Virgin Islands company (each, a "Seller Entity" and, collectively,
the “Seller”). Each of Purchaser and Seller may be referred to herein as a "Party" and collectively
as the "Parties".
WHEREAS,
Gilat Satellite Networks Ltd. (the “Company”) is a public Israeli company whose ordinary shares, par value NIS
0.2 per share (“Ordinary Shares”), are traded on the NASDAQ Global Select Market and on the Tel Aviv Stock Exchange;
and
WHEREAS,
Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser a total of 849,182 Ordinary Shares of the Company
(the "Purchased Shares") in an off-market private transaction in accordance with the terms and conditions set
forth herein.
NOW,
THEREFORE, the Parties hereto agree as follows:
| 1. | Sale of the Purchased Shares. On the Effective Date, Seller shall sell and transfer to Purchaser
and Purchaser shall purchase from Seller the Purchased Shares, free and clear of any and all Encumbrances (as defined below), at
a price per Purchased Share of US$4.95 and an aggregate purchase price of US$4,203,451 (the “Purchase Price”).
The “Effective Date” shall be the business day in New York and Israel immediately following the day on which
Seller notifies Purchaser that it is ready to consummate the sale of the Purchased Shares for the Purchase Price, but in no event
before September 21, 2014 or after October 21, 2014. |
| | For purposes of this Agreement "Encumbrances" shall mean: liens, pledges, security
interests, easements, restrictive covenants, claims, charges, mortgages or other third party rights of any kind, provided however
that (i) the Purchased Shares certificates bear certain restrictive legends under U.S. securities law, (ii) the Seller is not obligated
to remove the legends prior to, during or following the Effective Date, and (iii) the Purchased Shares shall be transferred from
the Seller to the Purchaser with their legends and subject to the terms of the restrictions reflected by the legends. |
| 2. | The following transactions shall take place on the Effective Date, which transactions shall be
deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all
such transactions have been completed and all required documents have been delivered: |
| (1) | Seller Entities shall transfer to Purchaser the Purchased Shares, free and
clear of any and all Encumbrances, as follows: |
| Name of Seller Entity |
Number of Purchased Shares |
| York Capital Management, L.P. |
59,867 |
| York Multi-Strategy Master Fund, L.P. |
580,978 |
| York Credit Opportunities Fund, L.P. |
31,480 |
| York Credit Opportunities Master Fund, L.P. |
67,514 |
| Jorvik Multi-Strategy Master Fund, L.P. |
58,407 |
| Permal York Ltd. |
50,936 |
| Total |
849,182 |
| (2) | Seller shall deliver to Purchaser duly executed irrevocable instructions
from the Seller to the broker holding the Purchased Shares or to the holder registered as holding the Purchased Shares with any
registration company or otherwise, instructing the electronic transfer of the Purchased Shares to the account of the Purchaser,
as previously provided to Seller by Purchaser. |
| (3) | Purchaser shall deliver to Seller duly executed irrevocable instructions
to Purchaser's bank as to the transfer of the Purchase Price to the bank accounts of the respective Seller Entities, as set forth
in Exhibit A attached hereto. The Purchase Price shall be paid in US$ by wire transfer of immediately available funds. |
| 3. | Representations and Warranties. |
| (1) | Ownership of Purchased
Shares. Seller hereby represents and warrants to Purchaser that each Seller Entity is the beneficial and record owner and
holder of the Purchased Shares being sold by it and owns such Purchased Shares free and clear of any and all Encumbrances,
except certain restrictive legends on the Purchased Shares certificates. |
| (2) | Authorization; Binding Authority; Enforceability.
Each Party represents to the other Party that it has full corporate power and authority to execute and deliver this Agreement,
to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed
and delivered by it, and constitutes a legal, valid and binding obligation of such Party, enforceable against it in accordance
with its terms. No authorization, approval or consent of, any third party is required of such Party in connection with the execution
and delivery of this Agreement or the consummation of the transactions contemplated hereby. |
| (3) | Independent Decision. Seller represents and warrants
that it has made an independent decision to sell the Purchased Shares at the agreed price. Seller has determined that it is in
possession of adequate information to make such decision, and confirms that it has not relied on any act, statement or omission
of Purchaser or any information (in any form, whether written or oral) furnished by or on behalf of Purchaser in making that decision.
Purchaser represents and warrants that it has made an independent decision to purchase the Purchased Shares at the agreed price.
Purchaser has determined that it is in possession of adequate information to make such decision, and confirms that it has not
relied on any act, statement or omission of Seller or any information (in any form, whether written or oral) furnished by or on
behalf of Seller in making that decision. |
| (4) | Sophisticated
Investor. Each Party is a sophisticated, knowledgeable and experienced investor and has adequate information
concerning the business and financial condition of the Company. Neither Party has disclosed any material non-public or
confidential information to the other Party, and neither Party has requested that such information be disclosed. Each Party is
capable of evaluating the merits and risks of the sale and of protecting its own interest in connection with the purchase and
sale. Neither Party has given any investment advice or rendered any opinion to the other Party as to whether the purchase or sale
of the Purchased Shares is prudent or suitable. Purchaser represents and warrants that it is acquiring the Purchased Shares for
investment purposes and not with the intent to distribute or resell. |
| (5) | Waiver. Each Party, on its own behalf and on behalf
of its successors and assigns, hereby expressly releases, discharges and dismisses any and all actions, causes of action, suits,
claims, charges, demands, damages and losses of any type whatsoever, whether known or unknown, choate or inchoate, at law, in
equity, by contract or otherwise against the other Party and its successors and assigns in each case arising from or involving
the failure to disclose any or all of the information known to it or in its possession in connection with the sale and purchase
of the Purchased Shares. Each Party waives any and all protections afforded under any applicable statute or regulation that would,
if enforced, have the effect of limiting the enforceability or effectiveness of any of the provisions of this Agreement. |
| (1) | Further Assurances. Each of the Parties hereto shall perform such
further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions
of this Agreement and the intentions of the Parties as reflected hereby. |
| (2) | Governing Law; Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of Israel, without regard to the conflict of laws provisions thereof. Each of
the Parties hereby irrevocably submits to the exclusive jurisdiction of the appropriate court in Tel-Aviv, Israel, and agrees not
to assert any objections to the jurisdiction thereof. |
| (3) | Successors and Assigns; Assignment. Except as otherwise expressly
limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors,
and administrators of the Parties hereto. None of the rights, privileges, or obligations set forth in, arising under, or created
by this Agreement may be assigned or transferred without the prior consent in writing of the other Parties to this Agreement. |
| (4) | Entire Agreement; Amendment and Waiver. This Agreement constitutes
the full and entire understanding and agreement between the Parties with regard to the subject matter hereof. Any term of this
Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either
generally or in a particular instance) only with the written consent of the Parties to this Agreement. |
| (5) | Notices, etc. All notices and other communications required or permitted
hereunder to be given to a Party to this Agreement shall be in writing and shall be facsimiled or mailed by registered or certified
mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed to such Party's address as set forth below or
at such other address as the Party shall have furnished to the other Party in writing in accordance with this provision: |
if
to Seller: c/o York Capital Management
767
Fifth Avenue
17th
floor
New
York, NY 10153
United
States
Tel:
+1-212-300-1300
Email:
rswanson@yorkcapital.com
Attention:
General Counsel
if
to Purchaser: Dov Baharav
c/o
BVL Ventures Ltd.
1 Ha
Shikma St.
Savyon,
Israel, P.O.B. 42
Tel:
+972 3 6039030
Email:
dovb@bv-l.com
or such
other address with respect to a Party as such Party shall notify the other Party in writing as above provided. Any notice sent
in accordance with this Section 4(5) shall be effective (i) if mailed, five (5) business days after mailing, (ii) if sent by messenger,
upon delivery to the above-referenced address, and (iii) if sent via email, on the first business day following transmission and
electronic confirmation of receipt (provided, however, that any notice of change of address shall only be valid upon receipt).
| (6) | Delays or Omissions. No delay or omission to exercise
any right, power, or remedy accruing to any Party upon any breach or default under this Agreement, shall be deemed a waiver of
any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character
on the part of any Party of any breach or default under this Agreement, or any waiver on the part of any Party of any provisions
or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.
All remedies, either under this Agreement or by law or otherwise, afforded to any of the Parties, shall be cumulative and not
alternative. |
| (7) | Severability. If any provision of this Agreement
is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from
this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect,
to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision
as determined by such court of competent jurisdiction. |
| (8) | Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original and enforceable against the Parties actually executing such
counterpart, and all of which together shall constitute one and the same instrument. |
| (9) | Expenses. Each Party shall bear its own legal and other expenses in
connection with the transaction contemplated by this Agreement. |
[Remainder of page
intentionally left blank]
IN WITNESS
WHEREOF, the undersigned have caused this Agreement to be executed by their duly authorized representatives as of the date first
written above.
Seller:
______________________________________
York
Capital Management, L.P.
York
Multi-Strategy Master Fund, L.P.
York
Credit Opportunities Fund, L.P.
York
Credit Opportunities Master Fund, L.P.
Jorvik
Multi-Strategy Master Fund, L.P.
Permal
York Ltd.
By:
York Capital Management Global Advisors, LLC, as the investment advisor to the entities
Name:
_______________________
Title:
_______________________
| [Signature Page to York – Dov Baharav Agreement] |
Purchaser:
|
_____________________
Dov Baharav
|
|
| [Signature Page to York – Dov Baharav Agreement] |
Exhibit
A
Seller
Entities Bank Account Information
EXHIBIT
3
AGREEMENT
This Agreement (“Agreement”)
is entered into on September 17, 2014, by and between:
(1) FIMI Opportunity
Fund IV, L.P., a limited partnership formed under the laws of the State of Delaware, FIMI Israel Opportunity Fund IV, Limited Partnership,
a limited partnership formed under the laws of the State of Israel, FIMI Opportunity V, L.P., a limited partnership formed under
the laws of the State of Delaware, and FIMI Israel Opportunity V, Limited Partnership, a limited partnership formed under the laws
of the State of Israel (collectively, “FIMI”); and
(2) York Capital Management,
L.P., a Delaware limited partnership, York Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership, York
Credit Opportunities Fund, L.P., a Delaware limited partnership, York Credit Opportunities Master Fund, L.P., a Cayman Islands
exempted limited partnership, Jorvik Multi-Strategy Master Fund, L.P., a Cayman Islands exempted limited partnership and Permal
York Ltd., a British Virgin Islands company (collectively, “York”).
Each of FIMI and York
may be referred to herein as a "Party" and collectively as the "Parties".
WHEREAS,
York is the holder of 6,015,530 ordinary shares, par value NIS 0.2 per share, of Gilat Satellite Networks Ltd. (the “Company”),
a public company incorporated under the laws of the State of Israel whose shares are listed on the NASDAQ Global Select Market
and on the Tel Aviv Stock Exchange, constituting on the date hereof approximately 14.2% of the issued and outstanding share capital
of the Company; and
WHEREAS,
FIMI (alone or together with any designees thereof) intends to make a public "special tender offer" (as defined in Part
8, Chapter 2 of the Israeli Companies Law, 1999) on or prior to October 24, 2014, to acquire, in consideration for a cash price
of US$ 4.95 per share (the “Selling Price”), 5,166,348 ordinary shares of the Company (the “Offer”);
and
WHEREAS,
York is supportive of the Offer and is willing to (i) tender 5,166,348 ordinary shares of the Company held by it (the "Shares")
under the Offer and (ii) support FIMI (and its designees) in taking the actions necessary for a successful completion of the
Offer, as further set out in this Agreement.
NOW,
THEREFORE, the Parties agree as follows:
York
represents and warrants that it is the owner of, and has all relevant authority to accept the Offer in respect of, the Shares,
and that the Shares are free and clear of encumbrances of any kind, except certain restrictive legends on the Shares certificates.
York
hereby irrevocably undertakes to (i) accept the Offer in respect of the Shares (whether or not the Offer is made by FIMI alone
or together with its designees), at the cash Selling Price per each accepted Share, (ii) deliver evidence of such acceptance and
tender the Shares to FIMI (or to designees thereof as instructed by FIMI), before the last day of the initial tender period in
accordance with the terms and conditions of the Offer, and (iii) not exercise voting rights pertaining to the Shares in a
manner which may prejudice or frustrate the Offer.
York
hereby irrevocably undertakes that the Shares shall be tendered free from any pledge, charge or other security interest. For the
avoidance of any doubt, and notwithstanding anything to the contrary in this Agreement, it is acknowledged and agreed by the Parties,
that (i) the Shares certificates bear certain restrictive legends under U.S. securities law, (ii) York is not obligated to remove
the legends prior to, during or following the date on which the Offer is made and/or consummated, and (iii) the Shares shall be
tendered and/or transferred by York with their legends and subject to the terms of the restrictions reflected by the legends.
York
hereby irrevocably undertakes not to, as of the date hereof and until the expiration of the Offer period, as may be extended pursuant
to applicable law, but not later than 60 days after the filing of the Offer with the Securities and Exchange Commission (i) offer,
sell, transfer, charge, pledge or grant any option over or otherwise dispose of any of the Shares, whether directly or indirectly,
except to FIMI or its designees, (ii) solicit or accept any other offer (public or private) in respect of any of the Shares,
(iii) take any action or make any statement, which could prejudice the Offer, or (iv) withdraw the acceptance of the
Offer referred to above in respect of any of the Shares regardless of any terms of withdrawal contained in the Offer or any legal
right to withdraw. For the avoidance of any doubt, it is hereby acknowledged and agreed by the Parties, that York is entitled,
in its sole discretion, to execute any of the actions and/or transactions detailed in sub sections (i) and (ii) above, with respect
to all or part of 849,182 shares of the Company held by York which are not part of the Shares.
1A.
Termination
York
may terminate its undertakings in this Agreement:
a. If
the Offer is not made and published on or before October 24, 2014.
b. If
the Offer and purchase of the Shares (or part of them, as applicable) is not consummated on or before a date which is 60 days after
the filing of the Offer with the Securities and Exchange Commission.
| c. | If the Offer does not become effective, lapses or is withdrawn. |
FIMI hereby irrevocably
undertakes to (i) make the Offer (by itself or together with any of its designees), by not later than October 24, 2014 at a cash
price per share equal to the Selling Price, which shall be paid in US$ currency, and (ii) approach York (reasonable time in advance)
and receive York’s prior written consent to the language of any information published by FIMI with respect to or in connection
with York and/or holdings of York in the Company’s ordinary shares and/or this Agreement and/or relationship between the
Parties, whether such information is part of an immediate report, press release, announcement or other publication of FIMI, including
the Offering Documents (מפרט הצעת
רכש) and/or any amendment or supplement
thereto.
| (1) | Governing Law; Jurisdiction. This Agreement shall be governed by and
construed in accordance with the laws of the State of Israel, without regard to the conflict of laws provisions thereof. Each of
the Parties hereby irrevocably submits to the exclusive jurisdiction of the appropriate court in Tel-Aviv, Israel, and agrees not
to assert any objections to the jurisdiction thereof. |
| (2) | Successors and Assigns; Assignment. Except as otherwise expressly
limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors,
and administrators of the Parties hereto. None of the rights, privileges, or obligations set forth in, arising under, or created
by this Agreement may be assigned or transferred without the prior consent in writing of the other Parties to this Agreement. |
| (3) | Entire Agreement; Amendment and Waiver. This Agreement constitutes
the full and entire understanding and agreement between the Parties with regard to the subject matter hereof. Any term of this
Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either
generally or in a particular instance) only with the written consent of the Parties to this Agreement. |
| (4) | Notices, etc. All notices and other communications required or permitted
hereunder to be given to a Party to this Agreement shall be in writing and shall be facsimiled or mailed by registered or certified
mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed to such Party's address as set forth below or
at such other address as the Party shall have furnished to the other Party in writing in accordance with this provision: |
if to York:
c/o York Capital Management
767
Fifth Avenue
17th
floor
New
York, NY 10153
United
States
Tel:
+1-212-300-1300
Email:
rswanson@yorkcapital.com
Attention:
General Counsel
if to FIMI: c/o
FIMI V 2012 Ltd.
Electra
Building
98
Yigal Alon St.
Tel-Aviv,
67891, Israel
Tel:
+972-3-565-2244
Email:
fimi@fimi.co.il
or such
other address with respect to a Party as such Party shall notify the other Party in writing as above provided. Any notice sent
in accordance with this Section 3(4) shall be effective (i) if mailed, five (5) business days after mailing, (ii) if sent by messenger,
upon delivery to the above-referenced address, and (iii) if sent via email, on the first business day following transmission and
electronic confirmation of receipt (provided, however, that any notice of change of address shall only be valid upon receipt).
| (5) | Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and enforceable against the Parties actually executing such counterpart, and all of which
together shall constitute one and the same instrument. |
| (6) | Expenses. Each Party shall bear its own legal and other expenses in
connection with the transactions contemplated by this Agreement. For the avoidance of any doubt, FIMI shall be fully responsible
for all expenses in connection with the Offer and its execution. |
[Remainder of page
intentionally left blank]
IN WITNESS
WHEREOF, the undersigned have caused this Agreement to be executed by their duly authorized representatives as of the date first
written above.
YORK:
_____________________________
York
Capital Management, L.P.
York
Multi-Strategy Master Fund, L.P.
York
Credit Opportunities Fund, L.P.
York
Credit Opportunities Master Fund, L.P.
Jorvik
Multi-Strategy Master Fund, L.P.
Permal
York Ltd.
By:
York Capital Management Global Advisors, LLC, as the investment advisor to the entities
Name:
_______________________
Title:
_______________________
FIMI:
|
_____________________
FIMI
Opportunity Fund IV, L.P.
By: FIMI
IV 2007 Ltd.
Name:
___________________
Title:
____________________
|
_______________________
FIMI
Israel Opportunity Fund IV,
Limited
Partnership
By: FIMI
IV 2007 Ltd.
Name:
_______________________
Title:
_______________________
|
|
_____________________
FIMI
Opportunity V, L.P.
By: FIMI
FIVE 2012 Ltd.
Name:
____________________
Title:
_____________________
|
_______________________
FIMI
Israel Opportunity V,
Limited
Partnership
By: FIMI
FIVE 2012 Ltd.
Name:
______________________
Title:
_______________________
|
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