Advent International Corporation and British Columbia Investment Management Corporation entered into an agreement to acquire Maxar Technologies Inc. (NYSE:MAXR) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and others for $4.2 billion on December 15, 2022. Under the terms of the definitive merger agreement, Advent has agreed to acquire all outstanding shares of Maxar common stock for $53 per share in cash. Advent has arranged committed debt and equity financing commitments for the purpose of financing the transaction, providing a high level of closing certainty. Funds advised by Advent have committed an aggregate equity contribution of $3.1 billion and British Columbia Investment Management Corporation is providing a minority equity investment through a committed aggregate equity contribution equal to $1 billion. The agreement includes a 60-day “go-shop” period expiring on February 14, 2023. Upon completion of the transaction, Maxar’s common stock will no longer be publicly listed. Maxar Technologies will be required to pay a termination fee to Advent International equal to $51.9 million if the Merger Agreement is terminated by Maxar Technologies under certain circumstances. Maxar will be required to pay a termination fee to Advent International equal to $124.5 million if the Merger Agreement is terminated in certain other specified circumstances. The Merger Agreement also provides that a reverse termination fee of $249 million will be payable by Advent to Maxar Technologies under specified circumstances. It is expected that Maxar will continue to operate under the same brand and maintain its current headquarters in Westminster, Colorado.

The transaction is subject to customary closing conditions, including approval by Maxar stockholders, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt of regulatory approvals. The Board of Directors of Maxar has unanimously approved the merger agreement. The “go-shop” period expired at 11:59pm ET on February 14, 2023. The transaction received U.S. antitrust clearance pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 at the end of January 2023. As of April 14, 2023, Maxar Technologies has received the majority of the regulatory consents required for the acquisition. A special meeting of Maxar’s stockholders to approve the Merger Agreement will be held virtually on April 19, 2023. As of April 19, 2023, at the special meeting, approximately 99.6% of the shares voted were voted in favor of the transaction, which represented approximately 75.4% of the total outstanding shares of Maxar common stock. The transaction is expected to close mid-2023. As of April 14, 2023, the proposed transaction will close in late April or early May of 2023.

J.P. Morgan Securities LLC is serving as financial advisor and fairness opinion provider to Maxar and Adam O. Emmerich of Wachtell, Lipton, Rosen & Katz is serving as lead counsel to Maxar. Milbank LLP is serving as Maxar’s legal advisor with respect to certain space industry and regulatory matters. Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are serving as financial advisors to Advent and Annemargaret Connolly, Ariel Kronman, Heather L. Emmel, James R. Griffin, Jennifer Haydel Britz, Jonathan J. Macke, Jonathan Wood, Karen N. Ballack, Michael Nissan, Paul J. Overmyer, Ramona Y. Nee, Vadim M. Brusser, Yehudah L. Buchweitz, Matthew D. Morton, Alexis Brown-Reilly, Celine Chan, Tomasz Rodzoch, Olivia J. Greer, Luis Gonzalez, Michael D Messina, Claudia Lai, Barrett Schitka of Weil, Gotshal & Manges LLP is serving as lead counsels to Advent. Scott A. Freling, Heather L. Finstuen, Katherine Kingsbury, David N. Fagan, Peter D. Camesasca, Horst Henschen, Alexander D. Chinoy, Thomas Repke, Yaron Dori and Justin A. Schenck of Covington & Burling LLP is serving as Advent’s legal advisor with respect to certain regulatory matters. Pankaj K. Sinha of Skadden, Arps, Slate, Meagher & Flom LLP is serving as lead counsel to British Columbia Investment Management Corporation. Freshfields Bruckhaus Deringer LLP is serving as BCI’s legal advisor with respect to certain regulatory matters. Maxar has engaged Georgeson LLC to assist in the solicitation of proxies for the Special Meeting. Maxar estimates that it will pay Georgeson a fee of approximately $20,000, plus reimbursement for certain out-of-pocket fees and expenses. For services rendered in connection with the Merger and the delivery of its opinion, Maxar has agreed to pay J.P. Morgan a fee of approximately $58 million, of which $3 million became payable upon delivery of the opinion and the remainder of which is contingent and payable upon the closing of the Merger.

Advent International Corporation and British Columbia Investment Management Corporation completed the acquisition of Maxar Technologies Inc. (NYSE:MAXR) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK) and others on May 3, 2023. With the completion of the transaction, Maxar's common stock has ceased trading and is no longer listed on the New York Stock Exchange, and Maxar’s common stock will also be de-listed from the Toronto Stock Exchange. 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, and any committee thereof, effective as of the Effective Time.