MAXR Maxar Technologies Inc

On December 30, 2019, Maxar Technologies Inc. (“Maxar” or the “Company”) announced that Maxar, Maxar Technologies Holdings Inc., a Delaware corporation and wholly-owned subsidiary of Maxar (“Maxar Holdings” and, together with Maxar, the “Sellers”), and Neptune Acquisition Inc., a corporation existing under the laws of the Province of British Columbia and an affiliate of Northern Private Capital Ltd. (“Purchaser”) entered into a Stock Purchase Agreement, dated as of December 29, 2019 (the “Agreement”), that provides for, among other things, Purchaser to purchase the MDA business from the Sellers for an aggregate purchase price of approximately CAD$1.0 billion (the “Transaction”), subject to customary purchase price adjustments for working capital, cash and debt, and as otherwise described below. Pursuant to the Agreement, Purchaser will acquire all of the outstanding shares in the entities that operate Maxar’s MDA business. For the purposes of this Current Report on Form 8-K, all references to “$” shall mean Canadian Dollars.

The closing of the Transaction is conditioned on customary closing conditions and on specified regulatory approvals, including review by the Committee on Foreign Investment in the United States, Hart-Scott-Rodino review by the U.S. Department of Justice and the U.S. Federal Trade Commission, and Canadian government reviews under the Radiocommunication Act and the Competition Act. The closing of the Transaction is not subject to a financing condition.

The Agreement contains specified termination rights for each of Maxar and Purchaser, including, among others, if the consummation of the Transaction has not occurred by June 29, 2020, subject to extension to September 29, 2020 for the purpose of obtaining regulatory approvals in the U.S. and Canada and appealing any injunctions preventing the consummation of the Transaction. Additionally, Maxar may terminate the Agreement if all of the conditions to closing of the Transaction (other than those conditions that by their terms are to be satisfied at closing) have been satisfied or waived, Maxar has confirmed in writing to Purchaser that Sellers stand ready, willing and able to consummate the Transaction and Purchaser fails to consummate the Transaction within two business days of receipt of such notice from Maxar.

The Agreement contains a negative purchase price adjustment of up to CAD$65.0 million for a complete loss or failure of RADARSAT-2, such that it cannot be used for the intended commercial purposes of Maxar.

The Agreement provides that Purchaser will be required to pay Maxar a reverse termination fee (the “Termination Fee”) of CAD$55.0 million under specified circumstances, including, among others, where the Agreement is terminated because (i) Purchaser has materially breached its representations and warranties or Purchaser fails to perform its covenants in all material respects, subject to a cure period, or (ii) all of the conditions to closing of the Transaction (other than those conditions that by their terms are to be satisfied at closing) have been satisfied or waived, Maxar has confirmed in writing to Purchaser that Sellers stand ready, willing and able to consummate the Transaction and Purchaser fails to consummate the closing (including for a failure of Purchaser’s debt financing) within two business days of receipt of the notice from Maxar.

Concurrently with the execution of the Agreement, Purchaser and the other members of the equity investor consortium have delivered to Sellers equity commitment letters, and an affiliate of Purchaser has entered into a limited recourse guaranty in favor of Sellers, as a condition and inducement to Sellers’ willingness to enter the Agreement.

The foregoing description of the Agreement and the transactions contemplated thereby is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 2.1 to this Form 8-K and is incorporated by reference herein.

The Agreement has been included in this report to provide investors with information regarding its terms and conditions. It is not intended to provide any other factual information about Purchaser or Sellers or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Purchaser and Sellers or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.