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): ~~April~~May 193, 2023

MAXAR TECHNOLOGIES INC.

(Exact name of Registrant as specified in its charter)

Delaware		001-38228		83-2809420
(State of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1300 W. 120th Avenue, Westminster, Colorado		80234
(Address of principal executive offices)		(Zip Code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock, par value $0.0001 per share	MAXR	New York Stock Exchange Toronto Stock Exchange

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. ¨

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

On ~~April~~May 193, 2023~~, Maxar~~ ~~Technologies Inc.~~ (~~“Maxar” or~~ the “~~Company~~Closing Date”), ~~held~~the aacquisition of ~~special~~Maxar ~~meeting~~Technologies ofInc., ~~stockholders~~a ~~(the~~Delaware corporation (“~~Special Meeting~~Maxar”), towas ~~consider~~completed ~~certain~~pursuant ~~proposals~~to ~~related~~the toterms of the previously announced Agreement and Plan of Merger, dated as of December 15, 2022 (~~as amended from time to time,~~ the “Merger Agreement”), by and among ~~the Company~~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., ~~pursuant~~a toDelaware ~~which, subject~~corporation toand ~~the~~an ~~terms~~indirect parent ~~and~~of ~~conditions~~Parent ~~set~~(“Preferred ~~forth~~Equity ~~therein~~Issuer”). Parent, Merger Sub ~~will~~and ~~merge~~Preferred ~~with~~Equity ~~and~~Issuer ~~into~~are ~~the~~each ~~Company~~controlled affiliates of, ~~with~~or ~~the~~funds ~~Company~~managed ~~surviving~~or ~~as a~~advised ~~wholly~~by, ~~owned~~Advent ~~subsidiary~~International Corporation (“Advent”), and an affiliate of ~~Parent~~British ~~(the~~Columbia Investment Management Corporation (“~~Merger~~BCI”) is a minority investor in Preferred Equity Issuer.

AsPursuant ofto the ~~close~~Merger ofAgreement, ~~business~~Merger onSub merged with and into Maxar ~~March 15,~~(the ~~2023~~“Merger”), with Maxar surviving the ~~record~~Merger ~~date~~as ~~for~~the surviving corporation and a wholly owned subsidiary of Parent. At the effective ~~Special~~time ~~Meeting,~~of ~~there~~the ~~were~~Merger 75(the “Effective Time”),~~549,337~~ ~~shares~~subject ofto ~~common~~the ~~stock~~terms and conditions of the ~~Company~~Merger Agreement, each share of common stock, par value $0.0001 per share, of Maxar (“Maxar Common Stock”), ~~outstanding~~issued and ~~entitled~~outstanding immediately prior to the ~~vote~~Effective atTime ~~the~~(other ~~Special~~than ~~Meeting.~~(a) certain Atshares of Maxar Common Stock held in the ~~Special~~treasury ~~Meeting~~of Maxar or owned, ~~the~~directly or indirectly, ~~holders~~by ofParent, aMerger ~~total~~Sub or any wholly owned subsidiaries of 57Maxar (in each case,~~223,364~~ other than any such shares of Maxar Common Stock held in a fiduciary, ~~representing~~representative ~~approximately~~or ~~75.74%~~other capacity on behalf of third parties), in each case immediately prior to the ~~voting~~Effective ~~power~~Time and (b) shares of ~~the~~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 aspursuant to Section 262 of the ~~record~~General ~~date,~~Corporation Law ~~were~~of ~~present~~the State of Delaware and did not vote such shares of Maxar Common Stock in ~~person~~favor byof ~~remote~~the ~~communication~~Merger or ~~represented~~consent bythereto ~~proxy~~in writing) was automatically converted into the right to receive $53.00 in cash, ~~constituting~~without ainterest (the “Merger Consideration”). Additionally, ~~quorum~~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.

AtPursuant to the ~~Special~~Merger ~~Meeting~~Agreement, as of the ~~following~~Effective ~~proposals~~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 ~~considered:~~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.

Item 1.02 aTermination ~~proposal~~of toa ~~adopt~~Material ~~the~~Definitive ~~Merger~~ Agreement ~~(the “Merger Agreement Proposal”);~~.

2.As aof ~~proposal~~the toClosing ~~approve~~Date, onMaxar ansatisfied ~~advisory~~and discharged (~~nonbinding~~i) the Indenture, ~~basis~~dated June 25, 2020, among Maxar, the ~~compensation~~subsidiary ~~that~~guarantors ~~may~~party bethereto ~~paid~~from ortime ~~become~~to ~~payable~~time and Wilmington Trust, National Association, as trustee and as collateral agent (the “7.54% Notes Indenture”) and (ii) the Indenture, dated June 14, 2022, among Maxar, the subsidiary guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee and as collateral agent (the ~~Company’s~~“7.75% ~~named~~Notes ~~executive~~Indenture,” ~~officers~~and ~~that~~together iswith ~~based~~the on7.54% Notes Indenture, the “Notes Indentures”), after issuing notices of redemption (as amended, supplemented or otherwise ~~relates~~modified from time to time thereafter, the ~~Merger~~“Redemption Notices”) ~~Agreement~~in accordance with the terms of the Notes Indentures and depositing an amount with Wilmington Trust sufficient to redeem all of the ~~transactions~~(i) 7.54% ~~contemplated~~senior bysecured notes due 2027 issued pursuant to the 7.54% Notes Indenture (the “7.54% Notes”) and (ii) 7.75% senior secured notes due 2027 issued pursuant to the 7.75% Notes Indenture (the “7.75% Notes,” and together with the 7.54% Notes, the “Notes”), in each case, outstanding on the Closing Date. The Redemption Notices conditioned the redemption of the Notes upon the consummation of the Merger, ~~Agreement~~which occurred on May 3, 2023. Maxar will redeem the Notes in full on May 4, 2023 (the “~~Compensation~~Redemption ~~Proposal~~Date”); at a redemption price equal to 100.00% of the aggregate principal amount thereof, plus the Applicable Premium (as defined in the applicable Notes Indenture), plus accrued and unpaid interest to, but not including, the Redemption Date.

3.On athe ~~proposal~~Closing toDate, ~~approve~~Maxar ~~any~~prepaid ~~adjournment~~in offull ~~the~~all ~~Special~~amounts, ~~Meeting~~and terminated all commitments, ifoutstanding ~~necessary~~under orits ~~appropriate,~~Second toAmended ~~solicit~~and ~~additional~~Restated ~~proxies~~Credit ifAgreement, ~~there~~dated ~~were~~as ~~insufficient~~of ~~votes~~June 14, to2022, ~~adopt~~among Maxar, the lenders ~~Merger~~party ~~Agreement~~thereto atfrom ~~the~~time to time and Royal Bank of ~~the~~Canada, ~~Special~~as ~~Meeting~~administrative agent and collateral agent (as amended, restated, supplemented or otherwise modified, the “~~Adjournment~~Credit ~~Proposal~~Agreement”). Following the prepayment and termination, Maxar was released from all obligations and liabilities under the Credit Agreement, including all guarantees and collateral provided thereunder. No early termination penalties were incurred by Maxar as a result of such prepayment and termination.

~~The~~Item ~~Merger~~2.01 ~~Agreement~~Completion ~~Proposal~~of ~~and~~Acquisition ~~the~~or ~~Compensation Proposal~~Disposition ~~were approved by the requisite vote~~ of ~~the Company’s stockholders~~Assets. ~~The Adjournment Proposal was not presented at the Special Meeting, as there were sufficient votes to adopt the Merger Agreement at the Special Meeting.~~

~~Final~~The ~~voting~~description ~~results~~contained ~~for~~under ~~each such proposal are described below. For more information on each of these proposals, see~~ the ~~definitive~~Introductory ~~proxy~~Note ~~statement~~above ~~filed~~is ~~by Maxar with the U.S.~~hereby ~~Securities~~incorporated ~~and~~by ~~Exchange~~reference ~~Commission~~into ~~(the~~this ~~“SEC”)~~Item ~~on March 16, 2023~~2.01.

1.The description of the effects of the Merger Agreement ~~Proposal:~~and the transactions contemplated by the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to Maxar’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 16, 2022 and which is incorporated herein by reference.

For	Against	Abstain
56,973,333	212,672	37,359

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The descriptions contained under the Introductory Note, Item 2.01, Item 3.03, Item ~~Compensation~~5.01 ~~Proposal:~~and Item 5.03 of this Current Report on Form 8-K are incorporated by reference into this Item 3.01.

For	Against	Abstain
37,795,234	18,990,940	437,190

In connection with the consummation of the Merger, on May 3, 2023, Maxar notified the New York Stock Exchange (the “NYSE”) that the Merger had closed and requested that the NYSE (1) suspend trading of Maxar Common Stock, (2) remove Maxar Common Stock from listing on the NYSE prior to the open of trading on May 3, 2023, and (3) file with the SEC a notification of delisting of Maxar Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, Maxar Common Stock will no longer be listed on the NYSE.

~~Completion~~On ofApril 13, 2023, the ~~Merger~~Toronto ~~remains~~Stock ~~subject~~Exchange to (the ~~satisfaction~~“TSX”) conditionally ofaccepted ~~customary~~notice ~~closing~~of ~~conditions, including regulatory approvals. Based on~~ the ~~status~~delisting of ~~the outstanding regulatory approvals,~~ Maxar ~~currently~~Common ~~anticipates~~Stock ~~that~~from the ~~proposed~~TSX ~~transaction~~following ~~will~~the ~~close~~consummation inof ~~late~~the ~~April or~~Merger. ~~early~~Maxar ~~May of~~Common Stock ~~2023,~~will ~~subject~~be todelisted ~~satisfaction or~~from ~~waiver~~the ofTSX ~~all~~six ~~other~~trading ~~closing~~days ~~conditions,~~following ~~including~~the ~~receipt~~consummation of ~~outstanding~~the ~~regulatory approvals~~Merger.

Additionally, Maxar intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the deregistration of Maxar Common Stock under Section 12(g) of the Exchange Act and the suspension of Maxar’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as practicable. Maxar will also make an application with applicable securities regulators in Canada for Maxar to cease to be a reporting issuer in all of the provinces of Canada.

Item 3.03

Material Modification of Rights of Security Holders.

The descriptions contained under the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K are incorporated by reference into this Item 3.03.

In connection with the Merger and at the Effective Time, holders of Maxar Common Stock immediately prior to such time ceased to have any rights as stockholders in Maxar (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).

Item 5.01

Change in Control of Registrant.

The descriptions contained under the Introductory Note and Item 2.01 of this Current Report on Form 8-K are incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger, a change in control of Maxar occurred. Pursuant to the Merger Agreement, at the Effective Time, Merger Sub was merged with and into Maxar, with Maxar continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, each of Howell M. Estes III, Nick S. Cyprus, Roxanne J. Decyk, Joanne O. Isham, Daniel L. Jablonsky, C. Robert Kehler, Gilman Louie, L. Roger Mason, Jr., Heather A. Wilson, Eric J. Zahler and Eddy Zervigon ceased to be members of the board of directors of Maxar (the “Board”), and any committee thereof, effective as of the Effective Time.

At the Effective Time and in accordance with the Merger Agreement and Maxar’s certificate of incorporation and bylaws, the following directors were appointed to the Board: Stephen Hoffmeister, Abhishek Chauhan and Jason Cawley.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The description contained under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the terms of the Merger Agreement, at the Effective Time, Maxar’s certificate of incorporation and bylaws were amended and restated in their entirety. The Second Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Bylaws of Maxar are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 8.01

Other Events.

On ~~April~~May 193, 2023, Maxar issued a press release announcing the ~~voting results~~ completion of the ~~Special Meeting~~Merger. AThe ~~copy~~full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release of Maxar Technologies Inc., dated as of April 19, 2023
2.1†		Agreement and Plan of Merger, dated as of December 15, 2022, by and among Maxar Technologies Inc., Galileo Parent, Inc., Galileo Bidco, Inc. and, solely for the purposes set forth therein, Galileo Topco, Inc. (incorporated by reference to Exhibit 2.1 to Maxar’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on December 16, 2022).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
3.1		Second Amended and Restated Certificate of Incorporation of Maxar Technologies Inc.
3.2		Fourth Amended and Restated Bylaws of Maxar Technologies Inc.
99.1		Press Release of Maxar Technologies Inc., dated as of May 3, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Cautionary~~† ~~Statement Regarding~~Schedules ~~Forward~~have been omitted pursuant to Item 601(b)(2) of Regulation S-~~Looking~~K. ~~Statements~~The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements concerning general economic conditions, our financial condition, including our anticipated revenues, earnings, cash flows or other aspects of our operations or operating results, and our expectations or beliefs concerning future events; and any statements using words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” or similar expressions, including the negative thereof, are forward-looking statements that involve certain factors, risks and uncertainties that could cause Maxar’s actual results to differ materially from those anticipated. Such factors, risks and uncertainties include: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement between the parties to the proposed transaction; (2) the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the proposed transaction within the expected timeframes or at all; (3) risks related to disruption of management’s attention from Maxar’s ongoing business operations due to the proposed transaction; (4) the effect of the announcement of the proposed transaction on the ability of Maxar to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally; (5) the ability of Maxar to meet expectations regarding the timing and completion of the transaction; (6) the impacts resulting from the conflict in Ukraine or related geopolitical tensions; (7) the impacts of the global COVID-19 pandemic or any other pandemics, epidemics or infectious disease outbreaks; (8) Maxar’s ability to generate a sustainable order rate for the satellite and space manufacturing operations and develop new technologies to meet the needs of its customers or potential new customers; (9) the impacts of any changes to the policies, priorities, regulations, mandates and funding levels of governmental entities; (10) the impacts if Maxar’s programs fail to meet contractual requirements or its products contain defects or fail to operate in the expected manner; (11) any significant disruption in or unauthorized access to Maxar’s computer systems or those of third parties that it utilizes in its operations, including those relating to cybersecurity or arising from cyber-attacks, and security threats could result in a loss or degradation of service, unauthorized disclosure of data, or theft or tampering of intellectual property; (12) satellites are subject to construction and launch delays, launch failures, damage or destruction during launch; (13) if Maxar satellites fail to operate as intended; (14) the impacts of any loss of, or damage to, a satellite and any failure to obtain data or alternate sources of data for Maxar’s products; (15) any interruption or failure of Maxar’s infrastructure or national infrastructure; (16) Maxar’s business with various governmental entities is concentrated in a small number of primary contracts; (17) Maxar operates in highly competitive industries and in various jurisdictions across the world; (18) uncertain global macro-economic and political conditions; (19) Maxar is a party to legal proceedings, investigations and other claims or disputes, which are costly to defend and, if determined adversely to it, could require it to pay fines or damages, undertake remedial measures or prevent it from taking certain actions; (20) Maxar’s ability to attract, train and retain employees; (21) any disruptions in U.S. government operations and funding; (22) any changes in U.S. government policy regarding use of commercial data or space infrastructure providers, or material delay or cancellation of certain U.S. government programs; (23) Maxar’s business involves significant risks and uncertainties that may not be covered by insurance; (24) Maxar often relies on a single vendor or a limited number of vendors to provide certain key products or services; (25) any disruptions in the supply of key raw materials or components and any difficulties in the supplier qualification process, as well as any increases in prices of raw materials; (26) any changes in Maxar’s accounting estimates and assumptions; (27) Maxar may be required to recognize impairment charges; (28) Maxar’s business is capital intensive, and it may not be able to raise adequate capital to finance its business strategies, including funding future satellites, or to refinance or renew its debt financing arrangements, or it may be able to do so only on terms that significantly restrict its ability to operate its business; (29) Maxar’s ability to obtain additional debt or equity financing or government grants to finance operating working capital requirements and growth initiatives may be limited or difficult to obtain; (30) Maxar’s indebtedness and other contractual obligations; (31) Maxar’s current financing arrangements contain certain restrictive covenants that impact its future operating and financial flexibility; (32) Maxar’s actual operating results may differ significantly from its guidance; (33) Maxar could be adversely impacted by actions of activist stockholders; (34) the price of Maxar’s common stock has been volatile and may fluctuate substantially; (35) Maxar’s operations in the U.S. government market are subject to significant regulatory risk; (36) failure to comply with the requirements of the National Industrial Security Program Operating Manual could result in interruption, delay or suspension of Maxar’s ability to provide its products and services, and could result in loss of current and future business with the U.S. government; (37) Maxar’s business is subject to various regulatory risks; (38) any changes in tax law, in Maxar’s tax rates or in exposure to additional income tax liabilities or assessments; (39) Maxar’s ability to use its U.S. federal and state net operating loss carryforwards and certain other tax attributes may be limited; (40) Maxar’s operations are subject to governmental law and regulations relating to environmental matters, which may expose it to significant costs and liabilities; and (41) the other risks listed from time to time in Maxar’s filings with the SEC.

For additional information concerning factors that could cause actual results and events to differ materially from those projected herein, please refer to Maxar’s Annual Report on Form 10-K for the year ended December 31, 2022 and to other documents filed by Maxar with the SEC, including recent Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. Maxar is providing the information in this communication as of this date and assumes no obligation to update or revise the forward-looking statements in this communication because of new information, future events, or otherwise.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 20, 2023	Maxar Technologies Inc.
Date: May 3, 2023		Maxar Technologies Inc.
	~~By:~~	~~/s/ James C. Lee~~By:		/s/ James C. Lee
		~~Name:~~	~~James C. Lee~~	Name:	James C. Lee
		~~Title:~~	~~Senior Vice President, General Counsel and Corporate Secretary~~	Title:	Senior Vice President, General Counsel and Corporate Secretary

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