SSL MDA Holdings, Inc. entered into a definitive merger agreement to acquire DigitalGlobe, Inc. (NYSE:DGI) for $2.2 billion in cash and stock on February 24, 2017. Under the terms, each DigitalGlobe common share, each DigitalGlobe restricted stock unit (whether styled as a Restricted Share Unit, a Performance Share Unit, a Performance Share, or otherwise) and each DigitalGlobe share of Series A convertible preferred stock will be exchanged for $17.50 in cash and 0.3132 common shares of MacDonald, Dettwiler and Associates Ltd. (MacDonald) and each DigitalGlobe option to purchase shares of company common stock will be cancelled in exchange for the right to receive a combination of cash and a number of MacDonald, Dettwiler and Associates Ltd. common shares less the total exercise price under the company option for those shares. In connection with the transaction, MacDonald has obtained a fully committed financing for a $3.75 billion credit facility from RBC Capital Markets and BofA Merrill Lynch (the “Financing”). The Financing will be used to acquire DigitalGlobe’s equity, refinance DigitalGlobe's debt, refinance MDA's debt, pay transaction fees and expenses, fund working capital, and for general corporate purposes. The Financing is expected to consist of four-year revolving facilities of $1.25 billion provided by a syndicate of banks, a $250 million four-year term facility and a $250 million three-year term facility provided by banks, and $2 billion in seven-year term loans from institutional investors accessed through the term loan B market. Post deal, DigitalGlobe will operate as a stand-alone division under SSL MDA Holdings. Fully committed financing for the transaction is being provided by Royal Bank of Canada, RBC Capital Markets, Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated. The DigitalGlobe name and brand will be maintained. The deal includes a termination fee of $85 million which is payable by DigitalGlobe or MacDonald to the other party. The merger agreement also provides that MacDonald will be required to pay DigitalGlobe a reverse termination fee of $150 million in certain circumstances. Howard L. Lanceand , President and Chief Executive Officer of MacDonald President and Chief Executive Officer of SSL MDA Holdings, will lead the combined company. Three of DigitalGlobe’s current Directors will be appointed to the MacDonald’s Board of Directors. The DigitalGlobe headquarters in Westminster will be maintained. On July 27, 2017, the shareholders of MacDonald voted in favor of a resolution to elect three additional Directors (the “DigitalGlobe Designees”) to the Board of Directors of MacDonald effective on the closing date of the deal. The DigitalGlobe Designees are Howell M. Estes, III, L. Roger Mason, Jr. and Nick S. Cyprus. As part of the transaction, MacDonald will apply to list its shares on the NYSE in addition to the TSX. Upon completion, the combined company’s strategy includes the reorganization of all or part of the combined company’s corporate and operating structure to ensure that the ultimate parent of DigitalGlobe is incorporated in the United States by the end of 2019, subject to customary approvals. The deal is subject to approval from DigitalGlobe shareholders, DigitalGlobe convertible preferred stockholders, approval of the issuance of shares from MacDonald, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, receipt of clearance from the Committee on Foreign Investment in the United States, receipt of United States Department of Defense and Investment Canada Act approvals, the Securities and Exchange Commission having declared effective a registration statement on Form F-4, the authorization for listing on the Toronto Stock Exchange and New York Stock Exchange (or Nasdaq) of the shares of MacDonald. The closing is not subject to a financing condition. The transaction has been unanimously approved by the Boards of Directors of SSL MDA Holdings, MacDonald and DigitalGlobe. As on April 10, 2017, the transaction received the early termination notices from Hart-Scott-Rodino Antitrust Authorities. The deal is expected to close in the second half of 2017. As of July 12, 2017, MacDonald, Dettwiler and Associates and DigitalGlobe have withdrawn and re-filed their joint voluntary notice to the Committee on Foreign Investment in the United States ("CFIUS") to provide additional time for CFIUS to complete its consideration of the proposed merger. Upon acceptance of the re-filing, CFIUS will initiate a new 30-day review period. Also, the meetings of shareholders to approve the transaction are scheduled for July 27, 2017. On July 27, 2017, the shareholders of DigitalGlobe and MacDonald approved the deal at their respective special meeting of shareholders. The deal is expected to close in or shortly after the third quarter of 2017. The transaction is expected to be accretive to MacDonald’s operating earnings per share in 2018 and the combined company will deliver meaningful revenue and cost synergies of CAD 75-150 million ($57.1-$114.2 million) on a run-rate basis by 2019. J. Jay Herron, Andor D. Terner, Tom Baxter, Jeff Walbridge, Shelly Heyduk, Rob Blashek, Luc Moritz, Andy Dolak, Ted Kassinger, Tom Donilon and Courtney Dyer of O’Melveny & Myers LLP acted as legal advisors to DigitalGlobe. Jeffery B. Floyd, Stephen M. Gill, Dave Johnson, Billy Vigdor, Jason McIntosh, Natan Leyva, John Lynch, David D'Alessandro, David Wicklund, Sean Becker, Jamie Tabb, Dan Gerkin, Eric Klein, Justin Hunter, Regina Ibarra, Elizabeth McIntyre, Tyler Robinson, Brett Peace, Nettie Downs, Shauna DiGiovanni, Jonathan Sapp, Allyson Seger, Karsten Busby, Curt Wimberly, Caroline Colpoys, Jeffrey Swigart and Ryan Stalnaker of Vinson & Elkins LLP and William Braithwaite, Daniel Borlack, Brandon Hoffman, Meghan Jones, Paul Collins, Michael Laskey and David Elder, Dean Kraus, and Andrea Boctor, Lorna Cuthbert, Katy Pitch, John Anderson and Mike Devereux of Stikeman Elliott LLP acted as legal advisors to MacDonald. BofA Merrill Lynch acted as financial advisor to MacDonald, Dettwiler and Associates. BMO Capital Markets provided fairness opinion to MacDonald, Dettwiler and Associates. Paul Taubman, James Murray and Jason Noble of PJT Partners, LP and Steven Wolitzer, Ozzie Ramos, and Ricardo Zubieta of Barclays Capital Inc. acted as financial advisors and fairness opinion providers to DigitalGlobe. RBC Capital Markets acted as financial and capital markets advisor to SSL MDA Holdings and MacDonald. Trevor R. Martin, Sheila Ennis of Abernathy MacGregor acted as public relation advisor to MacDonald, Dettwiler and Associates. William Haubert of Richards, Layton & Finger and Michael Gans, Richard Turner and Jason Gudofsky of Blake, Cassels & Graydon LLP acted as legal counsels for DigitalGlobe. Thomas Navin and Jennifer Hindin of Wiley Rein LLP acted as legal advisors for MacDonald. William H. Aaronson and Robert F. Smith of Davis Polk & Wardwell LLP acted as the legal advisors to PJT Partners and Barclays.