Item 1.01. Entry into a Material Definitive Agreement.
On December 11, 2019 (“Escrow Release Date”), proceeds of the sale of $1.0 billion in aggregate principal amount of 9.750% Senior Secured Notes due 2023 (“Notes”) issued by SSL Robotics LLC (“SSL Robotics”), a wholly-owned subsidiary of Maxar Technologies Inc. (“Company”), were released from escrow subsequent to the consummation on December 10, 2019 of the Company’s previously-announced Palo Alto real estate sale and leaseback agreements (“Asset Sale”). Concurrently with the release of the proceeds from escrow on the Escrow Release Date, (i) the Company assumed the obligations of SSL Robotics under the Notes and the Indenture (as defined below), and the Notes became senior, first-priority secured obligations of the Company and (ii) the Company’s subsidiaries that are guarantors under its existing syndicated credit facility (“Syndicated Credit Facility” and such guarantors, the “Guarantors”) provided guarantees of the Notes on a senior, first-priority secured basis (“Guarantees”) by entering into a Supplemental Indenture (“Supplemental Indenture”), dated as of December 11, 2019, which is attached hereto as Exhibit 4.1 and incorporated herein by reference. In addition, on the Escrow Release Date, the Company and the Guarantors also entered into certain security documents and collateral arrangements, an acknowledgement to a first lien intercreditor agreement, and in the case of the Guarantors, a joinder agreement to the purchase agreement for the Notes.
Upon the release of proceeds from escrow, the Company used the net proceeds from the Notes offering, together with net cash proceeds received from the Asset Sale, to repay all borrowings that were outstanding as of September 30, 2019 under its Revolving Credit Facility, Term Loan A-1 and Term Loan A-2, each under the Syndicated Credit Facility, and to pay certain fees and expenses related to the offering of the Notes, the use of proceeds therefrom and the amendment of the Syndicated Credit Facility (“Credit Facility Amendment”) pursuant to the Third Amending Agreement, dated November 4, 2019, to the Syndicated Credit Facility (“Third Amending Agreement”), attached hereto as Exhibit 4.2 and incorporated herein by reference. The Credit Facility Amendment became unconditional concurrently with consummation of the foregoing transactions and delivery of certain other documentary conditions precedent set forth in the Third Amending Agreement.
The Notes were issued by SSL Robotics pursuant to an Indenture, dated as of December 2, 2019 (“Indenture”), by and among SSL Robotics and Wilmington Trust, National Association, as trustee and as notes collateral agent, which governs the terms of the Notes, a copy of which was attached as Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on December 2, 2019 and which is incorporated herein by reference. The Notes were offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. The proceeds from the sale of Notes were initially held in escrow until the Company received the net cash proceeds from the Asset Sale.
The foregoing description of the Indenture, the Supplemental Indenture and the Third Amending Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of such documents.