Item 1.01 Entry into a Material Definitive Agreement
On June 25, 2020, Maxar Technologies Inc.
(the “Company”) completed the closing of the sale of $150 million in aggregate principal amount of 7.54% Senior Secured
Notes due 2027 (the “Notes”), pursuant to an indenture, dated June 25, 2020 (the “Indenture”), by and among
the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, which governs
the terms of the Notes. A copy of the Indenture, which includes the form of the Notes, is attached hereto as Exhibit 4.1 and is
incorporated herein by reference.
A brief description
of the terms of the Notes and the Indenture follows:
Interest. The
Notes will bear interest at a rate of 7.54% per year, payable semi-annually in arrears in cash on June 25 and December 25 of each
year (other than the final interest payment, which shall be made on December 31, 2027), beginning on December 25, 2020. Interest
payments will be made to the holders of record of the Notes on the immediately preceding June 10 and December 10. The Notes were
issued at a price of 98.25% of their face value.
Maturity. The
Notes will mature on December 31, 2027, unless earlier redeemed or repurchased.
Guarantees.
The Notes will be guaranteed on a senior secured basis (the “Guarantees”) by each of the subsidiaries (the “Guarantors”)
that guarantees the Company’s indebtedness under the Syndicated Credit Facility and its 9.750% Senior Secured Notes due 2023
(the “Existing Notes”).
Collateral. The
Notes will be secured on a first-priority basis by liens on the Company’s and the Guarantors’ assets (the “Collateral”),
that also secure, equally and ratably, our indebtedness under the Syndicated Credit Facility and the Existing Notes, pursuant to
the terms of a first lien intercreditor agreement.
Ranking. The
Notes and Guarantees will be the Company’s and the Guarantors’ senior secured obligations. The Notes and the Guarantees
will rank senior in right of payment to any of the Company’s and the Guarantors’ future subordinated indebtedness,
will rank equally in right of payment with all of the Company’s and the Guarantors’ existing and future senior indebtedness
(including the Syndicated Credit Facility and the Existing Notes), rank equally to all of Company’s and the Guarantors’
existing and future senior secured indebtedness to the extent of the value of the collateral securing such indebtedness (including
the Syndicated Credit Facility and the Existing Notes), be effectively senior to all of Company’s and the Guarantors’
existing and future unsecured indebtedness and all of Company’s and the Guarantors’ existing and future indebtedness
secured on a junior basis to the extent of the value of the collateral securing the Notes and the related Guarantees, and will
be structurally subordinated to all existing and future liabilities of each of the Company’s existing and future subsidiaries
that does not guarantee the Notes.
Optional Redemption
and Repurchase. The Notes will be redeemable, in whole or in part, at the Company’s option on or after June 25, 2024
at specified redemption prices, together with accrued but unpaid interest, if any, to, but excluding, the date of redemption. The
Company may also redeem the Notes, in whole or in part, at its option at any time prior to June 25, 2024 at a price equal to 100%
of the principal amount of such Notes plus a “make-whole” premium, together with accrued but unpaid interest, if any,
to, but excluding, the date of redemption. In addition, the Company may redeem up to 40% of the aggregate principal amount of the
Notes at any time before June 25, 2024 with the net cash proceeds from certain equity offerings at a specified redemption price,
plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. If the Company experiences specific kinds
of changes in control, it may be required to offer to purchase the Notes at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, to, but excluding the date of the repurchase.
Covenants.
The Indenture contains covenants limiting the Company’s and its restricted subsidiaries’ ability to, among other things
incur, assume or guarantee additional debt; issue redeemable stock and preferred stock; pay dividends, make distributions or redeem
or repurchase capital stock; prepay, redeem or repurchase debt that is junior in right of payment to the Notes; make loans and
investments; grant or incur liens; restrict dividends, loans or asset transfers from restricted subsidiaries; sell or otherwise
dispose of assets, including capital stock of subsidiaries; enter into transactions with affiliates; and consolidate or merge with,
or sell substantially all of their assets to, another person.
Events
of Default. Subject to the terms and conditions of the Indenture, each of the following, among other events, constitutes an
event of default under the Indenture (after the expiration of the applicable grace periods specified therein): (1) failure to pay
interest or premium, if any, on, or the principal of, the Notes when due; (2) failure to comply with the covenants in the Indenture;
(3) default under any mortgage, indenture or instrument securing or evidencing indebtedness with an aggregate principal amount
in excess of $100.0 million with respect to a default in the payment of principal, interest or premium when due or where such default
results in the acceleration of such indebtedness; (4) failure of the Company or any of its significant subsidiaries to satisfy
certain final judgments when due; (5) certain bankruptcy events with respect to the Company or a significant subsidiary; (6) a
Guarantee by a significant subsidiary ceases to be in full force and effect in any material respect or a Guarantor that is a Significant
Subsidiary denies or disaffirms its obligations under the Indenture or its Guarantee; and (7) a security interest with respect
to any Collateral having a fair market value in excess of $100.0 million, individually or in the aggregate, in certain circumstances
ceasing to be in full force and effect or the assertion by the Company that any such security interest is invalid or unenforceable.
Upon the occurrence of an event of default under the Indenture, the principal and accrued interest under the Notes then outstanding
may be declared due and payable, subject to certain limitations.
The offer and sale
of the Notes was made solely in a private placement to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons
outside the U.S. in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The
Notes have not been registered under the Securities Act, are subject to restrictions on transfer and may only be offered or sold
in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Neither the press release
nor this Current Report on Form 8-K constitutes an offer to sell or the solicitation of an offer to buy securities.
The foregoing description of the Indenture
does not purport to be complete and is qualified in its entirety by reference to the complete text of the Indenture, which is attached
hereto as Exhibit 4.1.