The closing of the sale of the Notes, which is subject to customary conditions, is expected to occur on or about June 14, 2022. The Notes will be first lien senior secured obligations of the Company and initially secured on senior indebtedness first-class. – priority guarantee by the subsidiaries of the Company which act as guarantors within the framework of its existing syndicated loan. In connection with the issuance of the Notes, the Company intends to amend and restate certain credit arrangements under its existing syndicated credit facility and term loan obligations (the “Amendment and Restatement”) , between the Company, Royal Bank of Canada, on an administrative basis the Agent and the Collateral Agent, and the lenders from time to time parties thereto to vary prices and covenants, and extend, so long as the notes are ultimately repaid in full on a date that is 91 days prior to their maturity date, the maturity date of the revolving credit facility until June 2027 and the maturity date of the debt obligations to term to June 2029. The total principal amount of the term loan obligations is also expected to be increased to $1,500 million.
The Company estimates that the net proceeds from the offering of the Notes will be approximately $493 million, after deducting initial purchasers’ discounts and estimated offering costs payable by the Company.
As previously announced, the Company expects to use the net proceeds from the sale of the Notes, together with the proceeds of the borrowings under the Amendment and Restatement at the Closing of the Note Offering and cash, to fund the redemption of all of its outstanding 9.750% Senior Secured Bonds due 2023 (the “Existing 2023 Bonds”) and to pay the premiums, fees and expenses related to the transaction. The redemption date of the Existing 2023 Notes (the “Redemption of the 2023 Notes”) will be the same date as the closing of the Note Offering. Completion of the ticket offering is not conditional upon completion of the Redemption of the 2023 Tickets and/or completion of the Amendment and Restatement, but completion of the Redemption of the 2023 Tickets is conditional upon, among other things, completion of the ticket offering.
The Notes have not been and will not be registered under the 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.
This press release does not constitute an offer to sell or 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 person which such offer, solicitation or sale is unlawful. Any offer of Notes will be made only by private offering memorandum. This press release does not constitute an offer to purchase, the solicitation of an offer to purchase or a notice to redeem the Existing 2023 Bonds. Such notification will be made separately in accordance with the terms of the indenture governing the Existing 2023 Bonds.
Maxar Technologies (NYSE:MAXR) (TSX:MAXR) is a provider of complete spatial solutions and secure and accurate geospatial intelligence. We deliver disruptive value to governments and commercial customers to help them monitor, understand and navigate our changing planet; provide 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 unparalleled speed, scale and cost-effectiveness. Maxar’s 4,400 team members in more than 20 global locations are inspired to harness the potential of space to help our customers create a better world.
This release contains “forward-looking statements” as defined in Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Securities Exchange Act of 1934, as amended. Forward-looking statements include all statements that are not statements of historical fact and those regarding the completion of the Note Offering, the redemption of the 2023 Notes and the Amendment and Restatement and the anticipated terms of the Amendment and reprocessing. Forward-looking statements are often identified by the words “believe”, “expect”, “anticipate”, “plan”, “intend”, “anticipate”, “should”, “should”, “could”. ‘, ‘could’, ‘estimate’, ‘outlook’ and similar expressions, including their negative form.
These forward-looking statements are based on management’s current expectations and assumptions based on information currently available to us and our projections for the future, of which we cannot be certain. Forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from the anticipated results or expectations expressed in this press release. Accordingly, while we believe we have a reasonable basis for each forward-looking statement contained in this press release, undue reliance should not be placed on forward-looking statements as the Company cannot guarantee that they will prove to be accurate. . Risks and uncertainties that could cause actual results to differ materially from current expectations include the Company’s ability to complete the Note Offering, the redemption of the 2023 Notes and the Amendment and Restatement, and other factors 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 activities with various governmental entities, which are 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 perform as expected; the risk of significant disruption or unauthorized access to our computer systems or those of third parties that we use in our operations; the ability of our satellites to perform as designed and the risks associated with launch delays, launch failures or damage to or destruction of our satellites during launch; risks related to the interruption or failure of our infrastructure or the national infrastructure; and the risk factors set forth in Part II, Item 1A, “Risk Factors” of 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 that we file with the SEC.
The forward-looking statements contained in this press release speak only as of the date hereof and 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 believe 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 on which they are made, whether as a result of new information, future events or otherwise, except as the extent required by law.
Unless otherwise indicated or the context otherwise requires, references to the terms “Company”, “Maxar”, “we”, “us” and “our” collectively refer to Maxar Technologies Inc. and its consolidated subsidiaries.
Contact with Investor Relations:
Maxar VP, Investor Relations and Corporate Treasurer
Maxar Media Relations