Maxar Technologies Announces Launch of $500 Million Senior Secured Notes Offering
June 01 2022 - 8:26AM
Business Wire
Maxar Technologies (NYSE:MAXR) (TSX:MAXR) (“Maxar” or the
“Company”), a provider of comprehensive space solutions and secure,
precise, geospatial intelligence, today announced the commencement
of a private offering of $500 million aggregate principal amount of
its senior secured notes due 2027 (the “notes”). The notes will be
senior, first-priority secured obligations of the Company initially
guaranteed on a senior, first-priority secured basis by the
Company’s subsidiaries that are guarantors under its existing
syndicated credit facility. In connection with the issuance of the
notes, the Company intends to amend and restate that certain credit
agreement under its existing syndicated credit facility, among the
Company, Royal Bank of Canada and the lenders from time to time
party thereto (the “Amendment and Restatement”). The proposed
offering is subject to market and other conditions.
The Company also announced that a conditional notice of
redemption has been issued with respect to all of its outstanding
9.750% senior secured notes due 2023 (the “Existing 2023 Notes”).
The redemption date for the Existing 2023 Notes will be on the same
date as the closing of the notes offering.
The Company intends to use the net proceeds from the sale of the
notes, together with proceeds from borrowings under its amended and
restated syndicated credit facility, and cash on hand, to fund the
redemption of all of the Existing 2023 Notes and to pay related
transaction premiums, fees and expenses.
The consummation of the notes offering is not conditioned on the
consummation of the redemption of the Existing 2023 Notes and/or
the consummation of the Amendment and Restatement, but the
consummation of the redemption of the Existing 2023 Notes is
conditioned upon, among other things, consummation of the notes
offering.
The notes have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (“Securities Act”) or the
securities laws of any other jurisdiction, and may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act.
The notes will be offered in the United States only to persons
reasonably believed to be qualified institutional buyers in
reliance on the exception from registration set forth in Rule 144A
under the Securities Act and outside the United States to non-U.S.
persons pursuant to Regulation S under the Securities Act.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the notes, and shall not constitute
an offer, solicitation or sale of any notes in any jurisdiction in
which such offer, solicitation, or sale would be unlawful. Any
offers of the notes will be made only by means of a private
offering memorandum. This press release does not constitute an
offer to purchase, the solicitation of an offer to purchase or a
notice of redemption for the Existing 2023 Notes. Any such notice
will be made separately pursuant to and in accordance with the
terms of the indenture governing the Existing 2023 Notes.
About Maxar
Maxar Technologies (NYSE:MAXR) (TSX:MAXR) is a provider of
comprehensive space solutions and secure, precise, geospatial
intelligence. We deliver disruptive value to government and
commercial customers to help them monitor, understand and navigate
our changing planet; deliver global broadband communications; and
explore and advance the use of space. Our unique approach combines
decades of deep mission understanding and a proven commercial and
defense foundation to deploy solutions and deliver insights with
unrivaled speed, scale and cost-effectiveness. Maxar’s 4,400 team
members in over 20 global locations are inspired to harness the
potential of space to help our customers create a better world.
Forward-Looking Statements
This release contains "forward-looking statements" as defined in
Section 27A of the U.S. Securities Act of 1933, as amended, and
Section 21E of the U.S. Securities Exchange Act of 1934, as
amended. Forward-looking statements usually relate to future events
and include statements regarding, among other things, our
anticipated revenues, cash flows or other aspects of our operations
or operating results. Forward-looking statements are often
identified by the words “believe,” “expect,” “anticipate,” “plan,”
“intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,”
“outlook” and similar expressions, including the negative
thereof.
These forward-looking statements are based on management’s
current expectations and assumptions based on information currently
known to us and our projections of the future, about which we
cannot be certain. Forward-looking statements are subject to
various risks and uncertainties which could cause actual results to
differ materially from the anticipated results or expectations
expressed in this press release. As a result, although we believe
we have a reasonable basis for each forward-looking statement
contained in this press release, undue reliance should not be
placed on the forward-looking statements because the Company can
give no assurance that they will prove to be accurate. Risks and
uncertainties that could cause actual results to differ materially
from current expectations include: risks related to the conflict in
Ukraine or related geopolitical tensions; the COVID-19 pandemic and
its impact on our business operations, financial performance,
results of operations and stock price; our ability to generate a
sustainable order rate for our satellite and space manufacturing
operations within our Space Infrastructure segment, including our
ability to develop new technologies to meet the needs of existing
or potential customers; risks related to our business with various
governmental entities, which is subject to the policies,
priorities, regulations, mandates and funding levels of such
governmental entities; our ability to meet our contractual
requirements and the risk that our products contain defects or fail
to operate in the expected manner; the risk of any significant
disruption in or unauthorized access to our computer systems or
those of third parties that we utilize in our operations; the
ability of our satellites to operate as intended and risks related
to launch delays, launch failures or damage or destruction to our
satellites during launch; risks related to the interruption or
failure of our infrastructure or national infrastructure; and the
risk factors set forth in Part II, Item 1A, “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2021 and filed with the Securities and Exchange Commission (the
“SEC”) on February 22, 2022, as such risks and uncertainties may be
updated or superseded from time to time by subsequent reports we
file with the SEC.
The forward-looking statements contained in this press release
speak only as of the date hereof are expressly qualified in their
entirety by the foregoing risks and uncertainties. Additional risks
and uncertainties not currently known to us or that we currently
deem to be immaterial may also materially adversely affect our
business, prospects, financial condition, results of operations and
cash flows. The Company undertakes no obligation to publicly update
or revise any of its forward-looking statements after the date they
are made, whether as a result of new information, future events or
otherwise, except to the extent required by law.
Unless stated otherwise or the context otherwise requires,
references to the terms “Company,” “Maxar,” “we,” “us,” and “our”
to refer collectively to Maxar Technologies Inc. and its
consolidated subsidiaries.
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version on businesswire.com: https://www.businesswire.com/news/home/20220531006132/en/
Investor Relations Contact: Jason Gursky Maxar VP,
Investor Relations and Corporate Treasurer 1-303-684-2207
jason.gursky@maxar.com
Media Contact: Fernando Vivanco Maxar Media Relations
1-720-877-5220 fernando.vivanco@maxar.com
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