Mario Gabelli Comments on Exelis Inc

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May 22, 2015

Exelis Inc. (0.5%) (XLS – $24.37 – NYSE) is a leader in C4 (command, control, communications, computers) and ISR (intelligence, surveillance and reconnaissance) products and information and technical services. The company provides mission critical systems in integrated electronic warfare, sensing and surveillance, air traffic management, information and cyber security, and networked communications. Products in the Information and Technical Services segment include large scale ground communication networks for NASA and the DOD, national intelligence defense against chemical, biological, and explosive threats, space ground and range systems for U.S. military launch, logistics, and base operations to the armed forces, and air traffic control management. On February 6, 2015, XLS announced a definitive agreement under which Harris Corp. will acquire the company in a cash and stock transaction valued at about $24.70 per share. Under the terms of the deal, XLS shareholders will receive $16.625 in cash and 0.1025 of a share of Harris common stock. Based on the Harris closing price of $78.70 per share and including the $140 million of XLS net debt and underfunded pension liability of $2.1 billion, Harris is paying about $6.8 billion for XLS. The transaction EBITDA multiple of 12.6x (XLS estimated 2015 EBITDA is $540 million) is in line with the industry’s deals. The deal is expected to close in June 2015 and is subject to customary closing conditions, including regulatory and XLS shareholder approval.

From Mario Gabelli (Trades, Portfolio)’s Asset Fund Q1 2015 Commentary.