Maxar Technologies Ltd. (Exact Name of Registrant As Specified in Its Charter)
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2017 Commission File Number: 001-38228 Maxar Technologies Ltd. (Exact Name of Registrant as specified in its charter) One Embarcadero Center, Suite 500 San Francisco, California 94111 (Address of principal executive offices and postal code) Indicate by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☐ Form 40-F ☒ Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes ☐ No ☒ Indicate by check mark if the Registrant is submitting the Form 6-K in paper as permitted by regulation S-T Rule 101(b)(7): Yes ☐ No ☒ SUBMITTED HEREWITH Exhibit No. 10.1 Restated Credit Agreement, dated as of October 5, 2017, among MacDonald, Dettwiler and Associates Ltd., the lenders party thereto and Royal Bank of Canada, as administrative agent. 99.1 Material change report of Maxar Technologies, Ltd. dated October 13, 2017. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MAXAR TECHNOLOGIES LTD. Date: October 16, 2017 By: /s/ Michelle Kley Name: Michelle Kley Title: Senior Vice President, General Counsel and Corporate Secretary Exhibit 10.1 Execution Version MACDONALD, DETTWILER AND ASSOCIATES LTD. as Borrower – and – ROYAL BANK OF CANADA as Administrative Agent – and – ROYAL BANK OF CANADA as Collateral Agent – and – THE LENDERS FROM TIME TO TIME PARTY HERETO as Lenders RESTATED CREDIT AGREEMENT RBC CAPITAL MARKETS and BANK OF AMERICA, N.A. as Joint Bookrunners for Pro Rata Facilities RBC CAPITAL MARKETS, BANK OF AMERICA, N.A., BMO CAPITAL MARKETS, CANADIAN IMPERIAL BANK OF COMMERCE, WELLS FARGO SECURITIES, LLC, TD SECURITIES, THE BANK OF NOVA SCOTIA and HSBC SECURITIES (USA) INC. as Joint Bookrunners for Term B Facility RBC CAPITAL MARKETS, BANK OF AMERICA, N.A., BMO CAPITAL MARKETS, CANADIAN IMPERIAL BANK OF COMMERCE and WELLS FARGO SECURITIES, LLC as Co-Lead Arrangers for Pro Rata Facilities BANK OF AMERICA, N.A. as Syndication Agent for Pro Rata Facilities BMO CAPITAL MARKETS, CANADIAN IMPERIAL BANK OF COMMERCE, WELLS FARGO SECURITIES, LLC, TD SECURITIES, THE BANK OF NOVA SCOTIA, HSBC BANK USA, N.A. AND NATIONAL BANK FINANCIAL MARKETS as Co-Documentation Agents for Pro Rata Facilities Dated as of October 5, 2017 TABLE OF CONTENTS Article 1 INTERPRETATION 2 1.1 Defined Terms 2 1.2 Computation of Time Periods 59 1.3 Accounting Terms 59 1.4 Incorporation of Schedules 60 1.5 Gender; Singular, Plural, etc. 60 1.6 Use of Certain Words 60 1.7 Successors, etc. 60 1.8 Interpretation not Affected by Headings, etc. 61 1.9 General Provisions as to Certificates and Opinions, etc. 61 1.10 Pro Forma and Other Calculations 61 1.11 Calculation of Baskets and Ratios 62 1.12 Limited Condition Acquisitions 62 1.13 Amendment and Restatement 63 Article 2 THE CREDIT FACILITIES 63 2.1 Credit Facilities 63 2.2 Repayment 70 2.3 Mandatory Reductions and Prepayments 72 2.4 Voluntary Reductions and Prepayments 73 2.5 Payments 74 2.6 Computations 75 2.7 Fees 76 2.8 Interest on Overdue Amounts 76 2.9 Where Borrower Fails to Pay 76 2.10 Account Debit Authorization 77 2.11 Administrative Agent’s Discretion on Allocation 77 2.12 Rollover and Conversion 77 2.13 Extensions of Revolving Facility Maturity Date and Operating Facility Maturity Date 78 2.14 Extensions of Maturity Dates of Term A Facilities 79 2.15 Incremental Facilities 80 2.16 Refinancing of Credit Facilities 83 2.17 Extensions of Maturity Date of Term B Facility 84 2.18 Re-Domicile Reorganization 85 2.19 Re-Tranching On or After Re-Domicile Date 86 Article 3 ADVANCES AND LOANS 87 3.1 Advances 87 3.2 Making the Advances 88 3.3 Interest on Loans 89 Article 4 BANKERS’ ACCEPTANCES 90 4.1 Acceptances 90 4.2 Drawdown Request 90 4.3 Form of Bankers’ Acceptances 90 4.4 Completion of Bankers’ Acceptance 91 4.5 Proceeds 91 4.6 Stamping Fee 91 4.7 Payment at Maturity 91 4.8 Power of Attorney Respecting Bankers’ Acceptances 91 4.9 Prepayments 92 4.10 Prepayment Upon Acceleration 92 4.11 Non-Acceptance Lenders 92 Article 5 LETTERS OF CREDIT 93 5.1 Letters of Credit Commitment 93 5.2 Revolving Letters of Credit 94 5.3 Notice of Issuance 95 5.4 Form of Letter of Credit 95 5.5 Procedure for Issuance of Letters of Credit 95 5.6 Payment of Amounts Drawn Under Letters of Credit 96 5.7 Fees 97 5.8 Obligations Absolute 97 5.9 Nature of Lenders’ Duties 98 5.10 Cash Collateral upon Acceleration Date, Maturity 99 Article 6 CLOSING CONDITIONS 100 6.1 Closing Conditions to Initial Availability 100 6.2 General Conditions for Accommodations after the Closing Date 103 6.3 Conversions and Rollovers 103 6.4 Deemed Representation 103 6.5 Conditions Solely for the Benefit of the Lenders 103 6.6 No Waiver 104 6.7 Final Date for Initial Accommodation 104 Article 7 REPRESENTATIONS AND WARRANTIES 104 7.1 Existence 104 7.2 Corporate Authority 104 7.3 Authorization, Governmental Approvals, etc. 104 7.4 Enforceability 105 7.5 No Breach 105 7.6 Litigation 105 7.7 Subsidiaries 105 7.8 Compliance 106 7.9 Insurance 106 7.10 No Default 106 7.11 Material Contracts 106 7.12 Permits 106 7.13 Ownership of Assets; Flood Insurance 106 7.14 Intellectual Property 106 7.15 Tax Returns 107 7.16 Expropriation 107 7.17 MAE 107 7.18 Disclosure 107 7.19 Pro Forma Financial Statements 107 7.20 Financial Condition 107 7.21 ERISA and Foreign Plans 108 7.22 Labour Matters 108 7.23 Investment Company Status 108 7.24 Federal Reserve Regulations 108 7.25 Anti-Corruption Laws and Sanctions 108 ii 7.26 AML Legislation 109 7.27 Collateral Representations 109 7.28 Solvency 109 Article 8 SECURITY 109 8.1 Security 109 8.2 Designation of Subsidiaries 110 8.3 Share Pledges 111 8.4 Material Real Property 112 8.5 Continued Perfection of Security 112 8.6 Agreed Security Principles 112 8.7 Release of Security 115 8.8 Excluded Swap Obligations 116 Article 9 INSURANCE 117 9.1 Insurance 117 9.2 Policies 117 9.3 Evidence 117 9.4 Payment of Premiums 118 9.5 Extension/Incremental/Refinancing Amendments 118 Article 10 COVENANTS 118 10.1 Affirmative Covenants 118 10.2 Negative Covenants 124 10.3 Administrative Agent May Perform Covenants 132 Article 11 CHANGES IN CIRCUMSTANCES 133 11.1 Illegality 133 11.2 Circumstances Requiring Different Pricing 133 11.3 Funding Disruption 134 11.4 Increased Costs 134 11.5 Indemnification 135 11.6 Taxes, Costs, etc. 136 11.7 Affected Lender 140 Article 12 EVENTS OF DEFAULT 141 12.1 Events of Default 141 12.2 Effect 143 12.3 Right of Set-Off 144 12.4 Currency Conversion After Acceleration 144 12.5 Application and Sharing of Payments After Acceleration 144 Article 13 THE AGENTS AND THE LENDERS 145 13.1 Authorization and Action 145 13.2 Duties and Obligations 146 13.3 Agents and Affiliates 147 13.4 Lender Credit Decision 148 13.5 Indemnifications 148 13.6 Successor Administrative Agent 148 iii 13.7 Sub-Agent or Co-Agent of Administrative Agent 149 13.8 Assignment of Documents to Successor Administrative Agent 149 13.9 Successor Collateral Agent 149 13.10 Sub-Agent or Co-Agent of Collateral Agent 149 13.11 Assignment of Documents to Successor Collateral Agent 150 13.12 Collective Action of the Lenders 150 13.13 No Other Duties, etc. 150 13.14 Hypothecary Representative 150 Article 14 MISCELLANEOUS 151 14.1 True Up; Sharing of Payments; Records 151 14.2 Amendments, Waivers and Releases 154 14.3 Notices, etc. 157 14.4 No Waiver; Remedies 160 14.5 Expenses 160 14.6 Judgment Currency 161 14.7 Governing Law 161 14.8 Successors and Assigns 162 14.9 Conflict 166 14.10 Confidentiality 166 14.11 FOCI 167 14.12 Severability 167 14.13 Prior Understandings 167 14.14 Counterparts 168 14.15 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 168 14.16 Borrower Assignment to Newco 168 14.17 Limitation Regarding Tax Excluded Subsidiaries 169 SCHEDULES 1. Commitments 2. Accommodation Request 3. Compliance Certificate 4. Assignment and Acceptance 5. MDA Obligor Guarantee 6. Certain Existing Permitted Liens 7. Corporate Structure 8. Applicable Margin 9. Notice of Reduction 10. Existing Letters of Credit 11. Required Approvals, etc. 12. Designated Subsidiaries 13. First Lien Intercreditor Agreement 14. Second Lien Intercreditor Agreement 15. Solvency Certificate 16. Closing Certificate 17. Permitted Investments 18. Existing Security iv THIS RESTATED CREDIT AGREEMENT is dated as of October 5, 2017 AMONG: MACDONALD, DETTWILER AND ASSOCIATES LTD., as Borrower OF THE FIRST PART AND: ROYAL BANK OF CANADA, as Administrative Agent OF THE SECOND PART AND: ROYAL BANK OF CANADA, as Collateral Agent OF THE THIRD PART AND: THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders OF THE FOURTH PART WHEREAS, pursuant to the Merger Agreement, the Borrower intends to close the DigitalGlobe Acquisition; WHEREAS, in order to fund the Stock Consideration payable pursuant to the DigitalGlobe Acquisition, the Borrower will issue 0.3132 common shares of the Borrower for each share of common stock of DigitalGlobe; WHEREAS, in order to fund the Cash Consideration payable pursuant to the DigitalGlobe Acquisition, the Borrower has requested that the Lenders establish the Credit Facilities in an initial aggregate principal amount of US$3.750 billion to be comprised of (a) the Revolving Facility