Maxar Technologies Announces Sale of $150 Million Senior Secured Notes and Repurchase of Existing Notes
June 23 2020 - 4:44PM
Business Wire
Maxar Technologies Inc. (NYSE:MAXR) (TSX:MAXR), a trusted
partner and innovator in Earth Intelligence and Space
Infrastructure, has entered into a purchase agreement with respect
to the sale of $150 million aggregate principal amount of 7.54%
senior secured notes due 2027 (the “Notes”). The Notes were offered
and sold to qualified institutional buyers in the United States
pursuant to Rule 144A and outside the United States pursuant to
Regulation S under the Securities Act of 1933, as amended (the
“Securities Act”). The Notes will have an interest rate of 7.54%
per annum and will be issued at a price equal to 98.25% of their
face value.
The closing of the sale of the Notes, which is subject to
customary conditions, is expected to occur on or about June 25,
2020. 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 and its 9.750% Senior
Secured Notes due 2023.
Proceeds from the Notes are expected to be used for general
corporate purposes, including to finance the purchase price payable
upon our exercise of an option to purchase all the outstanding
equity interests not currently owned by the Company or its
subsidiaries of Vricon, Inc., the holding company for a joint
venture in which the Company holds 50% (the “Vricon Acquisition”).
Consummation of this offering is not contingent on completion of
the Vricon Acquisition and if the Vricon Acquisition is not
consummated, the Company may use the proceeds for any other general
corporate purposes.
The Notes and the guarantees 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 registration requirements.
This press release is neither an offer to sell nor the
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 is being
issued pursuant to and in accordance with Rule 135c under the
Securities Act.
Separately, on June 23, 2020, the Company entered into a
repurchase agreement pursuant to which it has agreed to repurchase,
in a privately negotiated transaction, $150,000,000 aggregate
principal amount of its 9.750% Senior Secured Notes due 2023 (the
“Existing Notes”). The Existing Notes will be repurchased (the
“Repurchase”) at a price 112.45% of the principal amount thereof,
subject to customary closing conditions. The Repurchase is expected
to close on June 25, 2020.
About Maxar
Maxar is a trusted partner and innovator in Earth Intelligence
and Space Infrastructure. Maxar delivers 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.
Maxar’s 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 4,000 team members in 20 global
locations are inspired to harness the potential of space to help
our customers create a better world. Maxar trades on the New York
Stock Exchange and Toronto Stock Exchange as MAXR. For more
information, visit www.maxar.com.
Forward-Looking Statements
Certain statements and other information included in this
release constitute "forward-looking information" or
"forward-looking statements" (collectively, "forward-looking
statements") under applicable securities laws. Statements including
words such as "may", "will", "could", "should", "would", "plan",
"potential", "intend", "anticipate", "believe", "estimate" or
"expect" and other words, terms and phrases of similar meaning are
often intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words.
Forward-looking statements involve estimates, expectations,
projections, goals, forecasts, assumptions, risks and
uncertainties, as well as other statements referring to or
including forward-looking information included in this
presentation.
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
presentation. As a result, although management of the Company
believes that the expectations and assumptions on which such
forward-looking statements are based are reasonable, undue reliance
should not be placed on the forward-looking statements because the
Company can give no assurance that they will prove to be correct.
The risks that could cause actual results to differ materially from
current expectations include, but are not limited to, the risk
factors and other disclosures about the Company and its business
included in the Company's continuous disclosure materials filed
from time to time with U.S. securities and Canadian regulatory
authorities, which are available online under the Company's EDGAR
profile at www.sec.gov, under the Company's SEDAR profile at
www.sedar.com or on the Company's website at www.maxar.com.
The forward-looking statements contained in this release are
expressly qualified in their entirety by the foregoing cautionary
statements. All such forward-looking statements are based upon data
available as of the date of this presentation or other specified
date and speak only as of such date. The Company disclaims any
intention or obligation to update or revise any forward-looking
statements in this presentation as a result of new information or
future events, except as may be required under applicable
securities legislation.
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version on businesswire.com: https://www.businesswire.com/news/home/20200623005904/en/
Investor Relations Contact: Jason Gursky Maxar VP
Investor Relations 1-303-684-2207 jason.gursky@maxar.com
Media Contact: Turner Brinton Maxar Media Relations
1-303-684-4545 turner.brinton@maxar.com
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