Document


UNITED 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 April 2019
_______________________
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 and 3, respectively, are the Registrant's Press Release dated April 30, 2019, the Unofficial English Translation of Elbit Systems Ltd. Monitoring Report – April 2019 and the Consent of the Rating Agency dated April 30, 2019.

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/ Ronit Zmiri
 
 
Name:
Ronit Zmiri
 
Title:
Corporate Secretary
Date: April 30, 2019






EXHIBIT INDEX
Exhibit No.
Description
 
1.
April 30, 2019
2.
April 2019
3.
April 30, 2019





Exhibit
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12863635&doc=5
 

Exhibit 1

MIDROOG Ltd. Comments that the Acquisition of Harris Night Vision Business Is Expected to Moderately Slow Elbit Systems' Coverage Ratios, Due to Debt Reducing Steps Taken by Elbit Systems

Haifa, Israel, April 30, 2019 - Elbit Systems Ltd. (NASDAQ: ELST, TASE: ELST) ("Elbit Systems" or “the Company”) announced today that the Israeli rating agency, Midroog Ltd. ("Midroog"), issued a special report issuer comment (the "Issuer Comment"), that the anticipated completion of the transaction underlying the signing of an agreement by the Company’s U.S. subsidiary, Elbit Systems of America, to acquire Harris Corporation’s Night Vision Business, as announced by the Company on April 5, 2019, (the "Acquisition"), is expected to moderately slow the Company's coverage ratios, due to debt reducing steps taken by the Company including a recent share offering, as announced by the Company on April 9, 2019.
The Series "A" Notes issued by the Company in 2010 and in 2012 (the "Notes"), are currently rated "Aa1" (on a local scale), with negative outlook.
Midroog will continue to examine during a period following the closing of the Acquisition, the impact of the Acquisition on the Company’s cash flow and financial results, as well as the Company’s overall financial leverage, as a result of the Acquisition as well as the acquisition of IMI Systems, with a reasonable possibility that the Company will recover its coverage ratios in the medium term.
Midroog's official Issuer Comment in Hebrew, will be submitted to the Israel Securities Authority and the TASE. An unofficial English translation of Midroog's Issuer Comment will be submitted by the Company on Form 6-K to the U.S. Securities and Exchange Commission.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any Notes.

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: www.elbitsystems.com, follow us on Twitter or visit our official Youtube Channel.







http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12863635&doc=5
 


Contacts:

Company Contact:

Joseph Gaspar, Executive VP & CFO
Tel: +972-4-8316663
j.gaspar@elbitsystems.com

David Vaaknin, VP, Head of Corporate Communications
Tel: +972-77-2946691
david.vaaknin@elbitsystems.com
Elbit Systems Ltd.
IR Contact:

Ehud Helft
Gavriel Frohwein
GK Investor Relations
Tel: 1-646-688-3559 
elbitsystems@gkir.com




This press release contains forward‑looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended) regarding Elbit Systems Ltd. and/or its subsidiaries (collectively the Company), to the extent such statements do not relate to historical or current fact. Forward-looking statements are based on management’s expectations, estimates, projections and assumptions. 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 and uncertainties, which are difficult to predict. 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; differences in anticipated and actual program performance, including the ability to perform under long-term fixed-price contracts; 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. 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.




    


Exhibit
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12863635&doc=7
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12863635&doc=6

Exhibit 2




Elbit Systems Ltd.
Issuer Comment | April 2019
Unofficial English Translation
This report is a translation of a report that was written in Hebrew for a debt issued in Israel. The binding version is the one in the original language.








Contacts:
Yoav Schneider
Analyst, Primary Rating Assessor
yoav.schneider@midroog.co.il

Sigal Issachar, VP
Head of Corporate Finance
i.sigal@midroog.co.il




Midroog


Elbit Systems Ltd.
Elbit’s acquisition of Harris Corporation’s night vision business is expected to moderately slow Elbit’s coverage ratios, due to debt reducing steps taken by Elbit

Elbit Systems Ltd. ( “the Company”) (Midroog rating Aa1.il with a negative outlook), announced on April 5, 2019 the signing of a definitive agreement with Harris Corporation (“Harris”), a U.S. defense company, under which the Company’s U.S. subsidiary Elbit Systems of America, LLC will acquire Harris’ night vision business (“HNV”) for US$350 million in cash. HNV’s center of activities is the night vision systems manufacturing facility in Virginia, USA, which is considered one of the world leaders in its field and having strategic importance to the US armed forces. The background to the sale of HNV by Harris is anti-trust considerations since Harris intends to merge with L3 Technologies, a U.S. defense company, which is also a significant actor in the field of night vision systems.
Midroog regards the Company’s successful track record with major M&A’s in the past as a positive in this context, and estimates that possession of a strategic plant in North America would contribute to the Company’s positioning vis-a-vis the U.S. defense market, which is the largest defense market globally and a strategic one for the Company, and would also further the Company’s product's ability to penetrate the U.S. defense market. Furthermore, the acquisition may potentially allow for the development of new night vision products based upon the combined technologies of HNV and Elbit. However, Midroog does not assume significant synergies between HNV and Elbit in the short term, and we regard the deal’s purchase multiple as relatively high, even though the transaction embeds long-term strategic advantages which may be provided to the Company.
Midroog estimates that the deal’s net effect is expected to moderately slow the Company’s coverage ratios, due to debt reducing steps taken by the Company including recent sale of Company shares for gross proceeds of approximately USD 186 million.

During January 2019, Midroog set the rating outlook for the Company to negative due to expected erosion in the Company's debt coverage ratios due to a significant increase in the Company’s debt following the acquisition of Israel Military Industries ("IMI"). According to Midroog’s base case, following the IMI acquisition, the Company’s consolidated debt coverage ratios were expected to slow to approximately 3.0X adjusted financial debt to EBITDA and 3.6X adjusted financial debt to FFO, compared to 1.8X and 2.3X as of September 30, 2018, prior to the IMI acquisition. We believe that the HNV acquisition will not cause a significant deviation from the ranges of coverage ratios which have been taken into account within Midroog’s base case, even though we did not estimate that a deal of this scale would take place, due to the recent sale of shares and other leverage reducing steps. Midroog will continue to examine the implications of the HNV and IMI acquisitions for the Company’s cash flow and financial results, as well as the Company’s overall leverage in the following period. We estimate that is likely that in the medium term the Company will be able to restore its coverage ratios levels.


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Elbit Systemd ltd. - Issuer Comment

Midroog

Company’s Profile
Elbit Systems Ltd. is an international high technology Company based in Israel, engaged directly and through subsidiaries in development, manufacturing, integration and marketing of systems and products for defense, homeland security and commercial applications for use in air, sea and land. The Company is 44.3% controlled (indirectly) by Mr. Michael Federmann and the remainder is owned by institutional investors and by the public. The Company CEO is Mr. Bezhalel Machlis.
Related Reports
Elbit Systems Ltd.
Rating of Defense Industry Companies -Methodology Report - February 2014
Midroog's rating scales and definitions
Table of Affinities and holdings
These reports are available on the Midroog website at: www.midroog.co.il
General Information
Date of issuer comment: April 30, 2019


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Elbit Systemd ltd. - Issuer Comment

Midroog


Information from the issuer
Midroog relies in its ratings inter alia on information received from competent personnel at the issuer.

Long-Term Rating Scale
Aaa.il
Issuers or issues rated Aaa.il are those that, in Midroog judgment, have highest creditworthiness relative to other local issuers.
Aa.il
Issuers or issues rated Aa.il are those that, in Midroog judgment, have very strong creditworthiness relative to other local issuers.
A.il
Issuers or issues rated A.il are those that, in Midroog judgment, have relatively high creditworthiness relative to other local issuers.
Baa.il
Issuers or issues rated Baa.il are those that, in Midroog judgment, have relatively moderate credit risk relative to other local issuers, and could involve certain speculative characteristics.
Ba.il
Issuers or issues rated Ba.il are those that, in Midroog judgment, have relatively weak creditworthiness relative to other local issuers, and involve speculative characteristics.
B.il
Issuers or issues rated B.il are those that, in Midroog judgment, have relatively very weak creditworthiness relative to other local issuers, and involve significant speculative characteristics.
Caa.il
Issuers or issues rated Caa.il are those that, in Midroog judgment, have extremely weak creditworthiness relative to other local issuers, and involve very significant speculative characteristics.
Ca.il
Issuers or issues rated Ca.il are those that, in Midroog judgment, have extremely weak creditworthiness and very near default, with some prospect of recovery of principal and interest.
C.il
Issuers or issues rated C are those that, in Midroog judgment, have the weakest creditworthiness and are usually in a situation of default, with little prospect of recovery of principal and interest.
Note: Midroog appends numeric modifiers 1, 2, and 3 to each rating category from Aa.il to Caa.il. The modifier '1' indicates that the obligation ranks in the higher end of its rating category, which is denoted by letters. The modifier '2' indicates that it ranks in the middle of its rating category and the modifier '3' indicates that the obligation ranks in the lower end of that category, denoted by letters.


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Elbit Systemd ltd. - Issuer Comment

Midroog


Copyright © All rights reserved to Midroog Ltd. (hereinafter: “Midroog”).

This document, including this paragraph, is copyrighted by Midroog, and is protected by copyright and by intellectual property law. This document may not be copied, or otherwise scanned, amended repackaged, further transmitted, transferred, disseminated, redistributed, duplicated, displayed, translated, resold, or stored for subsequent use for any such purpose, in whole or in part, in any form or manner or by any means whatsoever, by any person, without advance written consent from Midroog.
Caveat regarding the limitations of a rating and the risks of relying on a rating, and caveats and reservations in respect to the activity of Midroog Ltd. and the information appearing on its website
Ratings and/or publications issued by Midroog are or contain Midroog’s subjective opinions about the relative future credit risk of entities, credit obligations, debts and/or debt-like financial instruments, that apply on the date of their publication, and as long as Midroog has not changed the rating or withdrawn it. Midroog's publications may contain assessments based on quantitative models of credit risks, as well as related opinions. Ratings and publications by Midroog do not constitute a statement about the accuracy of the facts at the time of the publication or in general. Midroog makes use of rating scales to issue its opinions, according to definitions detailed in the scale itself. The choice of a symbol to reflect Midroog’s opinion with respect to credit risk reflects solely a relative assessment of that risk. Midroog’s ratings are issued on a national scale and, as such, are opinions of the relative creditworthiness of issuers and financial obligations within Israel. National scale ratings are not designed to be compared between countries; rather, they address relative credit risk within a given country.
Midroog defines credit risk as the risk that an entity may fail to meet its contractual financial obligations on schedule and the estimated financial loss in the event of default. Midroog's ratings do not address any other risk, such as risks relating to liquidity, market value, change in interest rates, and fluctuation in prices or any other element that influences the capital market.
The ratings and/or publications issued by Midroog do not constitute a recommendation to buy, hold, and/or sell bonds and/or other financial instruments and/or make any other investment and/or forgo any of these actions.
Nor do the ratings and/or publications issued by Midroog constitute investment advice or financial advice, nor do they address the appropriateness of any given investment for any specific investor. Midroog issues ratings on the assumption that anybody making use of the information therein and of the ratings will exercise due caution and make his own assessment (himself and/or through authorized professionals) of the merit of any investment in a financial asset that he is thinking of buying, holding or selling. Every investor should obtain professional advice in respect to his investments, to the applicable law, and/or to any other professional issue.
NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MIDROOG IN ANY FORM OR MANNER WHATSOEVER.
Midroog’s credit ratings and publications are not intended for use by retail investors and it would be reckless and inappropriate for retail investors to use Midroog’s credit ratings or publications when making an investment decision. If in doubt you should contact your financial or other professional adviser.

All the information contained in Midroog ratings and/or publications, and on which it relied (hereinafter: "the Information") was delivered to Midroog by sources (including the rated entity) that it considers credible. Midroog is not responsible for the accuracy of the Information and presents it as provided by the sources. Midroog exercises reasonable means, to the best of its understanding, so that the Information is of sufficient quality and that it originates from sources Midroog considers to be credible, including information received from independent third parties, if and when appropriate. However, Midroog does not carry out audits and cannot therefore verify or validate the Information.
The provisions of any Midroog publication other than one expressly stated as a methodology do not constitute part of any Midroog methodology. Midroog may change its position regarding the content of such publications at any time.
Subject to applicable law, Midroog, its directors, its officers, its employees and/or anybody on its behalf involved in the rating shall not be held responsible under law, for any damage and/or loss, financial or other, direct, indirect, special, consequential, associated or related, incurred in any way or in connection with the Information or a rating or a rating process, including not issuing a rating, including if they were advised in advance of the possibility of damage or a loss as said above, including but not confined to (a) any loss of profit in present or future, including the loss of other investment opportunities; (b) any loss or damage caused consequential to holding, acquisition and/or selling of a financial instrument, whether it is a subject of a rating issued by Midroog or not; (c) any loss or damage caused consequential to the relevant financial asset, that was caused, inter alia and not exclusively, as a result of or in respect to negligence (except for fraud, a malicious action or any other action for which the law does not permit exemption from responsibility) by directors, officers, employees and/or anybody acting on Midroog's behalf, whether by action or omission.
Midroog maintains policies and procedures in respect to the independence of the rating and the rating processes.
A rating issued by Midroog may change as a result of changes in the information on which it was based and/or as a result of new information and/or for any other reason. Updates and/or changes in ratings are presented on Midroog’s website at http://www.midroog.co.il.



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Elbit Systemd ltd. - Issuer Comment
Exhibit
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12863635&doc=7
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12863635&doc=6


Exhibit 3

CONSENT OF RATING AGENCY


We consent to the incorporation by reference in the Registration Statements, on Form S-8 (No. 333-223785) and on Form F-3 (No. 333-230761), of Elbit Systems Ltd. (the “Company”) of the unofficial translation of our Issuer Comment dated April 30, 2019, with respect to the Series A Notes issued by the Company, included in this current report on Form 6-K.
 
                        http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12863635&doc=8
Sigal Issachar- VP, Head of Corporate
Midroog Ltd.

Tel-Aviv, Israel,
April 30, 2019.