MAXR Maxar Technologies Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant

to Section 13 or 15(d) of the 

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 3, 2023

303-684-7660

(Registrant’s telephone number, including area code)

N/A

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Introductory Note

On May 3, 2023 (the “Closing Date”), the acquisition of Maxar Technologies Inc., a Delaware corporation (“Maxar”), was completed pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of December 15, 2022 (the “Merger Agreement”), by and among Maxar, Galileo Parent, Inc., a Delaware corporation (“Parent”), Galileo Bidco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and, solely for the purposes set forth therein, Galileo Topco, Inc., a Delaware corporation and an indirect parent of Parent (“Preferred Equity Issuer”). Parent, Merger Sub and Preferred Equity Issuer are each controlled affiliates of, or funds managed or advised by, Advent International Corporation (“Advent”), and an affiliate of British Columbia Investment Management Corporation (“BCI”) is a minority investor in Preferred Equity Issuer.

Pursuant to the Merger Agreement, Merger Sub merged with and into Maxar (the “Merger”), with Maxar surviving the Merger as the surviving corporation and a wholly owned subsidiary of Parent. At the effective time of the Merger (the “Effective Time”), subject to the terms and conditions of the Merger Agreement, each share of common stock, par value $0.0001 per share, of Maxar (“Maxar Common Stock”) issued and outstanding immediately prior to the Effective Time (other than (a) certain shares of Maxar Common Stock held in the treasury of Maxar or owned, directly or indirectly, by Parent, Merger Sub or any wholly owned subsidiaries of Maxar (in each case, other than any such shares of Maxar Common Stock held in a fiduciary, representative or other capacity on behalf of third parties), in each case immediately prior to the Effective Time and (b) shares of Maxar Common Stock that were issued and outstanding immediately prior to the Effective Time and that were held by any holder who was entitled to demand and properly demanded appraisal of such shares of Maxar Common Stock pursuant to Section 262 of the General Corporation Law of the State of Delaware and did not vote such shares of Maxar Common Stock in favor of the Merger or consent thereto in writing) was automatically converted into the right to receive $53.00 in cash, without interest (the “Merger Consideration”). Additionally, at the Effective Time, each share of common stock of Merger Sub, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time was converted into one fully paid, validly issued and nonassessable share of common stock of the surviving corporation, par value $0.01 per share, and such shares constitute the only outstanding shares of capital stock of the surviving corporation as of immediately after the Effective Time.

Pursuant to the Merger Agreement, as of the Effective Time, each outstanding stock appreciation right (“SAR”), restricted stock unit (excluding any restricted stock units granted in 2023 to any individual who was not a non-employee director of Maxar, each such unit, an “RSU”), performance stock unit (“PSU”), deferred stock unit and each restricted stock unit held by non-employee directors of Maxar that was outstanding as of immediately prior to the Effective Time was converted into a right to receive an amount in cash, without interest and subject to deduction for any required withholding tax, equal to the product obtained by multiplying (i) the total number of shares of Maxar Common Stock covered by such award, by (ii) the Merger Consideration, with the aggregate amount of such payment rounded down to the nearest cent (and, in the case of SARs, an amount in cash, without interest and subject to deduction for any required withholding tax, equal to the product obtained by multiplying (1) the total number of shares of Maxar Common Stock covered by such SAR, by (2) the excess, if any, of the Merger Consideration over the applicable exercise price of such SAR) at the Effective Time, with such amounts to be paid to the holder within ten business days of the Effective Time. The number of shares of Maxar Common Stock subject to PSUs equaled (a) for a PSU granted in 2020, 175% of the target number of shares of Maxar Common Stock, (b) for a PSU granted in 2021, 176% of the target number of shares of Maxar Common Stock, and (c) for a PSU granted in 2022, 184% of the target number of shares of Maxar Common Stock. Each equity award that was granted in 2023 (all of which were RSUs) had (I) 33% of the shares subject to such RSU cancelled and converted into a right to receive the Merger Consideration per share, less any applicable withholding taxes, at the Effective Time, to be paid to the holder within ten business days of the Effective Time, and (II) the remaining number of shares covered by such RSU converted into a right to receive a cash award equal to the Merger Consideration per share, without interest and less any applicable withholding taxes, which award shall pay out in two substantially equal installments on January 1, 2024, and January 1, 2025, subject to the holder’s continued employment with Maxar or earlier severance qualifying termination.

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