DigitalGlobe, Inc. (NYSE: DGI) ("DigitalGlobe") and GeoEye, Inc.
(NASDAQ: GEOY) ("GeoEye"), today announced the completion of their
combination, creating a global leader in earth imagery and
geospatial analysis. The combined company will trade on the NYSE
stock exchange as DigitalGlobe under the symbol DGI. Based on the
closing price of DigitalGlobe stock on January 30, 2013, the
combined company has a market capitalization of $2.1 billion.
"With a stronger financial profile, more robust suite of
services, and among the world's most advanced geospatial production
and analysis capabilities, we will be even better positioned to
meet customers' needs and create value for shareowners," said
Jeffrey R. Tarr, President and Chief Executive Officer of
DigitalGlobe. "Together, we are poised to achieve our vision of
being the leading source of information about our changing
planet."
As a result of the combination, DigitalGlobe is now uniquely
positioned to provide a wider array of earth imagery and geospatial
analysis to help customers solve their most complex problems and
compete in a high-growth and dynamic global market. Together, the
combined company will have:
- An expanded global presence with a larger and more diverse
revenue base;
- A larger constellation with optimized orbits, coordinated
scheduling and improved revisit rates;
- Better integrated imagery collection, processing and analytics
capabilities; and
- A strengthened balance sheet and financial profile with more
than an expected $1.5 billion in net present value of operating
expense and capital synergies, with approximately one-third of
those synergy savings related to operating expense and the balance
from capital savings.
Mr. Tarr continued, "We have a deep bench of talented and
experienced team members from both GeoEye and DigitalGlobe, and I
am confident that, together, we will continue to raise the bar for
innovation and service in our industry. I look forward to working
closely with our Board of Directors, our leadership and all of our
team members to ensure a seamless transition for our customers
worldwide."
In connection with the combination with GeoEye, DigitalGlobe has
entered into new senior secured credit facilities in the aggregate
amount of $700 million. The facilities consist of a term loan
facility of $550 million and a revolving credit facility of $150
million. The Company has borrowed the full amount of the term loan
facility to fund the combination with GeoEye and to refinance
certain existing indebtedness of GeoEye and DigitalGlobe. The
revolving credit facility remains undrawn at closing.
Borrowings under the term loan facility will bear interest at an
amount equal to the adjusted LIBOR rate plus 2.75%, with a
step-down to the adjusted LIBOR rate plus 2.50% if the Company's
leverage ratio is equal to or less than 2.50:1.00. The credit
agreement contains affirmative and negative covenants that the
Company believes are usual and customary for a senior secured
credit agreement. The credit agreement also requires the Company to
maintain a maximum leverage ratio and a minimum interest coverage
ratio.
Also in connection with the combination, GeoEye, discharged and
called for redemption all of GeoEye's 75 outstanding 9.625% Senior
Secured Notes due 2015 and 8.625% Senior Secured Notes due
2016.
DigitalGlobe expects to announce fourth quarter 2012 and full
year 2012 earnings on February 26, 2013, and intends to provide
full-year 2013 financial guidance at that time.
About DigitalGlobe
DigitalGlobe is a leading provider of commercial high-resolution
earth observation and advanced geospatial solutions that help
decision makers better understand our changing planet in order to
save lives, resources and time. Sourced from the world's leading
constellation, our imagery solutions deliver unmatched coverage and
capacity to meet our customers' most demanding mission
requirements. Each day customers in defense and intelligence,
public safety, civil agencies, map making and analysis,
environmental monitoring, oil and gas exploration, infrastructure
management, navigation technology, and providers of location-based
services depend on DigitalGlobe data, information, technology and
expertise to gain actionable insight.
In January 2013, DigitalGlobe and GeoEye combined to become one
DigitalGlobe, creating a company capable of providing greater value
to customers through an integrated constellation and a broader set
of products and services. For more information on the combination
and its benefits, visit www.digitalglobe.com/combination.
DigitalGlobe is a registered trademark of DigitalGlobe.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This document may contain or incorporate forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, as amended. Forward-looking statements relate
to future events or future financial performance and generally can
be identified by the use of terminology such as "may," "will,"
"should," "expects," "plans," "anticipates," "could," "intends,"
"target," "projects," "contemplates," "believes," "estimates,"
"predicts," "potential," "continue" or "looks forward to" or the
negative of these terms or other similar words, although not all
forward-looking statements contain these words.
This document contains forward-looking statements relating to
the proposed strategic combination of DigitalGlobe and GeoEye
pursuant to a merger. All statements, other than historical facts,
including statements regarding the expected timing of the closing
of the transaction; the ability of the parties to complete the
transaction considering the various closing conditions; the
expected benefits of the transaction such as efficiencies, cost
savings, tax benefits, enhanced revenues and cash flow, growth
potential, market profile and financial strength; the competitive
ability and position of the combined company; and any assumptions
underlying any of the foregoing, are forward-looking statements.
Such statements are based upon current plans, estimates and
expectations that are subject to risks, uncertainties and
assumptions. The inclusion of such statements should not be
regarded as a representation that such plans, estimates or
expectations will be achieved. Important factors that could cause
actual results to differ materially from such plans, estimates or
expectations include, among others, that (1) the anticipated
benefits of the transaction may not be fully realized or may take
longer to realize than expected; (2) the costs or challenges
related to the integration of DigitalGlobe and GeoEye operations
could be greater than expected; (3) the ability of the combined
company to retain and hire key personnel and maintain relationships
with customers, suppliers or other business partners; (4) the
impact of legislative, regulatory, competitive and technological
changes; (5) the risk that the credit ratings of the combined
company may be different from what the companies expect; (6) other
business effects, including the effects of industry, economic or
political conditions outside of the companies' control, transaction
costs and actual or contingent liabilities; (7) the outcome of any
legal proceedings related to the transaction; and (8) other risk
factors as detailed from time to time in DigitalGlobe's and
GeoEye's reports filed with the Securities and Exchange Commission
("SEC"), including their respective Annual Reports on Form 10-K for
the year ended December 31, 2011 and Quarterly Reports on Form 10-Q
for the quarter ended March 31, 2012, June 30, 2012 and September
30, 2012, which are available on the SEC's website (www.sec.gov).
There can be no assurance that the expected benefits of the
strategic combination will be realized.
DigitalGlobe does not undertake any obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the
occurrence of unanticipated events. Readers are cautioned not to
place undue reliance on any of these forward-looking
statements.
Investor Contact: David Banks (303) 684-4210 ir@digitalglobe.com
Media Contact: Robert Keosheyan (303) 684-4742
rkeoshey@digitalglobe.com
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