Maxar Technologies Announces Pricing of $1.0 Billion Senior Secured Notes Offering
November 15 2019 - 5:53PM
Business Wire
Maxar Technologies Inc. (NYSE: MAXR) (TSX:MAXR), a trusted
partner and innovator in Earth Intelligence and Space
Infrastructure, today announced the pricing of $1.0 billion in
aggregate principal amount of 9.75% Senior Secured Notes due 2023
issued by SSL Robotics LLC, its wholly-owned subsidiary. The notes
were offered and sold to qualified institutional buyers in the
United States pursuant to Rule 144A and outside the United States
pursuant to Regulation S under the Securities Act of 1933, as
amended (the “Securities Act”). The notes will have an interest
rate of 9.75% per annum and will be issued at a price equal to 98%
of their face value.
The closing of the sale of the notes, which is subject to
customary conditions, is expected to occur on or about December 2,
2019. The proceeds from the notes will be held in escrow until the
closing of the Company’s previously announced Palo Alto real estate
sale. Upon the closing of the real estate sale, the Company will
assume SSL Robotics LLC’s obligations under the notes, and the
notes will be senior, first-priority secured obligations of the
Company and guaranteed on a senior, first-priority secured basis by
the Company’s subsidiaries that are guarantors under its existing
syndicated credit facility. The Company will not assume any
obligations under the notes unless the closing of the Palo Alto
real estate sale occurs.
Upon release from escrow, proceeds from the notes are expected
to be used to repay all of the borrowings that were outstanding as
of September 30, 2019 under the Company’s revolving credit
facility, and term loans A-1 and A-2, each under the Company’s
existing syndicated credit facility, and to pay certain fees and
expenses related to the offering of the notes, the use of proceeds
therefrom, and an amendment of the syndicated credit facility. The
Company intends to use any remaining proceeds for working capital
needs, capital expenditures and other general corporate
purposes.
The notes have not been registered under the Securities Act or
any state securities laws and may not be offered or sold in the
United States without registration or an applicable exemption from
the registration requirements of the Securities Act.
This press release is neither an offer to sell nor the
solicitation of an offer to buy the notes or any other securities,
and no offer, solicitation or sale will be made in any jurisdiction
in which, or to any persons to whom, such an offer, solicitation or
sale is unlawful. Any offers of the notes will be made only by
means of a private offering memorandum. This press release is being
issued pursuant to and in accordance with Rule 135c under the
Securities Act.
The operations of DigitalGlobe, SSL and Radiant Solutions were
unified under the Maxar brand in February; MDA continues to operate
as an independent business unit within the Maxar organization.
About Maxar
Maxar is a trusted partner and innovator in Earth Intelligence
and Space Infrastructure. We deliver disruptive value to government
and commercial customers to help them monitor, understand and
navigate our changing planet; deliver global broadband
communications; and explore and advance the use of space. Our
unique approach combines decades of deep mission understanding and
a proven commercial and defense foundation to deploy solutions and
deliver insights with unrivaled speed, scale and cost
effectiveness. Maxar’s 5,800 team members in 30 global locations
are inspired to harness the potential of space to help our
customers create a better world. Maxar trades on the New York Stock
Exchange and Toronto Stock Exchange as MAXR. For more information,
visit www.maxar.com.
Forward-Looking Statements
Certain statements and other information included in this
release constitute "forward-looking information" or
"forward-looking statements" (collectively, "forward-looking
statements") under applicable securities laws. Statements including
words such as "may", "will", "could", "should", "would", "plan",
"potential", "intend", "anticipate", "believe", "estimate" or
"expect" and other words, terms and phrases of similar meaning are
often intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words.
Forward-looking statements involve estimates, expectations,
projections, goals, forecasts, assumptions, risks and
uncertainties, as well as other statements referring to or
including forward-looking information included in this
presentation.
Forward-looking statements are subject to various risks and
uncertainties which could cause actual results to differ materially
from the anticipated results or expectations expressed in this
presentation. As a result, although management of the Company
believes that the expectations and assumptions on which such
forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements because the
Company can give no assurance that they will prove to be correct.
The risks that could cause actual results to differ materially from
current expectations include, but are not limited to, the risk
factors and other disclosures about the Company and its business
included in the Company's continuous disclosure materials filed
from time to time with U.S. securities and Canadian regulatory
authorities, which are available online under the Company's EDGAR
profile at www.sec.gov, under the Company's SEDAR profile at
www.sedar.com or on the Company's website at www.maxar.com.
The forward-looking statements contained in this release are
expressly qualified in their entirety by the foregoing cautionary
statements. All such forward-looking statements are based upon data
available as of the date of this presentation or other specified
date and speak only as of such date. The Company disclaims any
intention or obligation to update or revise any forward-looking
statements in this presentation as a result of new information or
future events, except as may be required under applicable
securities legislation.
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version on businesswire.com: https://www.businesswire.com/news/home/20191115005518/en/
Investor Relations Contact: Jason Gursky Maxar VP
Investor Relations 1-303-684-2207 jason.gursky@maxar.com
Media Contact: Turner Brinton Maxar Media Relations
1-303-684-4545 turner.brinton@maxar.com
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