Current Report Filing (8-k)
March 22 2021 - 4:44PM
Edgar (US Regulatory)
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0001121142
2021-03-17
2021-03-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT Pursuant
to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported) : March 22, 2021 (March 17, 2021)
MAXAR
TECHNOLOGIES INC.
(Exact name of Registrant as specified
in its charter)
Delaware
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001-38228
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83-2809420
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(State of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1300
W. 120th Avenue, Westminster,
Colorado
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80234
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(Address of principal executive offices)
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(Zip Code)
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303-684-7660
(Registrant’s telephone number, including
area code)
N/A
(Former name or address, if changed
since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of exchange on which registered
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Common stock, at $0.0001 par value
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MAXR
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New York Stock Exchange, Toronto Stock Exchange
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive
Agreement.
Underwriting Agreement
On March 17, 2021,
Maxar Technologies Inc. (the “Company”) entered into an Underwriting Agreement with Goldman Sachs & Co. LLC
as representative of the several underwriters listed therein (the “Underwriting Agreement”), pursuant to which the
Company agreed to sell, and the underwriters listed therein agreed to purchase, subject to the terms and conditions set forth therein,
10,000,000 shares of the Company’s common stock and, at the option of the underwriters listed therein, an additional 1,500,000
shares of the Company’s common stock.
The Underwriting Agreement
contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and
obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified
in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
Common Stock Offering
On March 22, 2021,
the Company completed the public offering of 10,000,000 shares of common stock, par value $0.0001 per share, of the Company, at
a public offering price of $40.00 per share (the “Offering”). The Company completed the Offering pursuant to the Underwriting
Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K. The Company intends to use all of the net proceeds
from the Offering to fund the redemption of a portion of its outstanding 9.75% Senior Secured Notes due 2023 and for general corporate
purposes.
The Offering was registered
under the Securities Act, pursuant to a registration statement on Form S-3 (Registration No. 333-2544280) (the “Registration
Statement”), filed with the Securities and Exchange Commission (the “Commission”) on March 15, 2021. The
material terms of the Offering are described in the prospectus supplement, dated March 17, 2021, filed by the Company with
the Commission on March 18, 2021, pursuant to Rule 424(b)(2) of the Securities Act, which relates to the offer and
sale of the shares of common stock and supplements the preliminary prospectus supplement relating to the Offering, dated March 15,
2021, that constitutes a part of the Registration Statement.
Item 9.01 Financial
Statements and Exhibits
(d) Exhibits:
The following exhibits are furnished with
this report:
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
Date: March 22, 2021
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Maxar Technologies Inc.
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By:
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/s/ James C. Lee
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Name: James C. Lee
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Title: Senior Vice President, General Counsel and Corporate Secretary
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