SEC Comment Letter for GILAT SATELLITE NETWORKS LTD (GILT) (CIK 0000897322) (GILT) — Jun 22, 2009
GILAT SATELLITE NETWORKS LTD (GILT) (CIK 0000897322)
Date: June 22, 2009 · CIK: 0000897322 · Accession: 0000000000-09-032900
AI Filing Summary & Sentiment
Reasoning
Referenced dates: June 11, 2009
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-3628 DIVISION OF CORPORATION FINANCE Mail Stop 3628 June 22, 2009 Via Facsimile and U.S. Mail Dr. Shachar Hadar, Adv. Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. One Azrieli Center (Round Building) Tel Aviv 67021 Israel Re: Gilat Satellite Networks Ltd. Amendment No. 1 to Schedule TO-T filed June 22, 2009 By KCPS Satellite Communica tions, Limited Partnership, KCPS Satellite Holdings Ltd., and KCPS PE Investment Management (2006) Ltd. File No. 005-49455
Dear Dr. Hadar:
We have reviewed your filing and have the following comment. Where indicated, we think you should revise your documents in response to this comment. If you disagree, we will consider your explana tion as to why a comment is in applicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. After reviewing this information, we may or may not raise additional comments. Please not e that all defined terms used in this letter have the same meaning as in the Offer to Purchase. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Schedule TO-T
1. We note your response to comment one in our letter dated June 11, 2009; however, we reissue our comment since it appears that JGD Management Corp or York is a bidder under the factors discussed in section II.D.2 of the Current Issues Outline. In this regard, we note that York is acting together with the named bidders as disclosed in th e voting agreement, York c ontrols the named bidders, directly or indirectly, as th e holder of more than 35% of the pecuniary interest in KCS Private Equity I Fund, and York w ould beneficially own the securities purchased by the named bidders after the te nder offer. Please revise to add York as a bidder.
Dr. Shachar Hadar, Adv. Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. June 22, 2009 Page 2 As appropriate, please amend your filing in response to this comment. You may wish to provide us with mark ed copies of the amended filing to expedite our review. Please furnish a cover letter with your amen ded filing that keys your response to our comment and provides any requested supplem ental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amended f iling and response to our comment. Please direct any questions to me at (202) 551-3411. You may also contact me via facsimile at (202) 772-9203. Please send all correspondence to us at the following ZIP code: 20549-3628. S i n c e r e l y , Peggy Kim S p e c i a l C o u n s e l Office of Mergers & Acquisitions
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628
DIVISION OF
CORPORATION FINANCE
Mail Stop 3628
June 22, 2009
Via Facsimile and U.S. Mail
Dr. Shachar Hadar, Adv. Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. One Azrieli Center (Round Building) Tel Aviv 67021 Israel
Re: Gilat Satellite Networks Ltd.
Amendment No. 1 to Schedule TO-T filed June 22, 2009
By KCPS Satellite Communica tions, Limited Partnership,
KCPS Satellite Holdings Ltd., and
KCPS PE Investment Management (2006) Ltd.
File No. 005-49455
Dear Dr. Hadar:
We have reviewed your filing and have the following comment. Where indicated,
we think you should revise your documents in response to this comment. If you disagree,
we will consider your explana tion as to why a comment is in applicable or a revision is
unnecessary. Please be as detailed as necessary in your explanation. After reviewing this information, we may or may not raise additional comments. Please not e that all defined
terms used in this letter have the same meaning as in the Offer to Purchase.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filings. We look forward to working with you in these respects. We
welcome any questions you may have about our comment or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Schedule TO-T
1. We note your response to comment one in our letter dated June 11, 2009;
however, we reissue our comment since it appears that JGD Management Corp or
York is a bidder under the factors discussed in section II.D.2 of the Current Issues
Outline. In this regard, we note that York is acting together with the named
bidders as disclosed in th e voting agreement, York c ontrols the named bidders,
directly or indirectly, as th e holder of more than 35% of the pecuniary interest in
KCS Private Equity I Fund, and York w ould beneficially own the securities
purchased by the named bidders after the te nder offer. Please revise to add York
as a bidder.
Dr. Shachar Hadar, Adv.
Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. June 22, 2009 Page 2
As appropriate, please amend your filing in response to this comment. You may
wish to provide us with mark ed copies of the amended filing to expedite our review.
Please furnish a cover letter with your amen ded filing that keys your response to our
comment and provides any requested supplem ental information. Detailed cover letters
greatly facilitate our review. Please understand that we may have additional comments
after reviewing your amended f iling and response to our comment.
Please direct any questions to me at (202) 551-3411. You may also contact me
via facsimile at (202) 772-9203. Please send all correspondence to us at the following
ZIP code: 20549-3628. S i n c e r e l y , Peggy Kim S p e c i a l C o u n s e l Office of Mergers & Acquisitions