Maxar Technologies Inc. (NYSE:MAXR) (TSX:MAXR), a provider of
comprehensive space solutions and secure, precise, geospatial
intelligence, today announced the closing of its sale of $500
million aggregate principal amount of 7.750% senior secured notes
due 2027 (the “Notes”). The Notes were offered and sold in the
United States only to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”) and to non-U.S. persons
outside the United States pursuant to Regulation S under the
Securities Act.
“I am pleased with the closing of these financing transactions,”
stated Biggs Porter, Chief Financial Officer. “One of our key
priorities this year has been to address our upcoming debt
maturities to provide the financial flexibility needed to execute
on our long-term strategy. When combined with the recent award of
the EOCL program by the NRO, we have significantly improved the
visibility of the business for all Maxar’s stakeholders.”
The Notes are 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
syndicated credit facility and its 7.54% Senior Secured Notes due
2027. Substantially concurrently with the issuance of the Notes,
the Company amended and restated its existing syndicated credit
facility, among the Company, certain subsidiary guarantors and the
lenders from time to time party thereto to, among other things (i)
refinance or repay all outstanding term loans and replace revolving
commitments, (ii) amend certain terms and covenants, (iii) extend
the maturity date for the revolving facility to 2027, provided that
if the Notes are not repaid in full by the date that is 91 days
prior to the maturity date of the Notes (the “Springing Maturity
Date”), the maturity date for the revolving facility will be the
Springing Maturity Date, (iv) extend the maturity date of the term
loan to 2029, provided that if the Notes are not repaid in full by
the Springing Maturity Date, the maturity date for the term loan
will be the maturity date of the Notes, and (v) increase the total
amount of term loans outstanding to $1,500 million.
Separately, the Company settled the previously announced
redemption of the outstanding principal amount of its 9.75 Senior
Secured Notes due 2023 (the “2023 Notes”), from the net proceeds of
the Notes offering, along with proceeds from borrowings under its
amended and restated syndicated credit facility and cash on hand.
As of March 31, 2022, $500 million of the 2023 Notes remained
outstanding. The 2023 Notes were repurchased at a price of 107.313%
of the principal amount thereof, plus accrued but unpaid interest
to the date of redemption.
The Notes and the guarantees have not been, and will not be
registered under the Securities Act of 1933, 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.
This press release does not constitute an offer to sell nor a
solicitation of an offer to buy the Notes or any other securities,
and no offer, solicitation or sale will be made in any jurisdiction
in which, or to any persons to whom, such an offer, solicitation or
sale is 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, a solicitation of an offer to
purchase or a notice of redemption for the 2023 Notes. This press
release is being issued pursuant to and in accordance with Rule
135c under the Securities Act.
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 include all statement that are
not historical statements of facts. 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 factors that affect the Company's
business and financial results including: 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 Quarterly Report on Form 10-Q for the quarter ended March
31, 2022 and filed with the Securities and Exchange Commission (the
"SEC") on May 9, 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”
refer collectively to Maxar Technologies Inc. and its consolidated
subsidiaries
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version on businesswire.com: https://www.businesswire.com/news/home/20220614005886/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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