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.
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.
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.