Attached files
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EX-10.2 - EX-10.2 - GeoEye, Inc. | w77900exv10w2.htm |
EX-10.1 - EX-10.1 - GeoEye, Inc. | w77900exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 2010
GeoEye, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-33015 | 20-2759725 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
of incorporation) | Identification No.) |
21700 Atlantic Blvd.
Dulles, Virginia 20166
(Address of principal executive offices)
Dulles, Virginia 20166
(Address of principal executive offices)
Registrants telephone number, including area code (703) 480-7500
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On March 8, 2010, GeoEye, Inc. (the Company) submitted its EnhancedView bid in response to
the National Geospatial-Intelligence Agencys (NGA) request for proposal (RFP) contracting
process. During the RFP process, the US Government added a requirement that bidders seeking a cost
share from the U.S. Government under the program need to provide an irrevocable letter of credit in
an amount equal to the cost share.
In order to provide the collateral necessary to support the letter of credit, and as set forth
in a binding commitment disclosed on a Form 8-K filed on March 10, 2010, the Company entered into a
stock purchase agreement (the Stock Purchase Agreement) with Cerberus Satellite LLC (together
with its affiliates, funds and managed accounts, Cerberus) on March 22, 2010. Pursuant to the
Stock Purchase Agreement, Cerberus agreed to purchase from the Company and the Company agreed to
sell to Cerberus, subject to certain conditions (including the condition that the Company receive
an award under the EnhancedView program on terms conforming with the U.S. Governments RFP),
115,000 shares of a newly issued series of convertible preferred stock of the Company (the
Preferred Stock), having an initial liquidation preference of $1,000 per share (the Equity
Financing).
The issuance of 115,000 shares of Preferred Stock would represent an ownership interest,
assuming conversion of such Preferred Stock to the Companys common stock, par value $0.01 per
share (the Common Stock), of approximately 15.4% at this time. If consummated, and other than in
the case that the Company is awarded the EnhancedView Imagery Acquisition Contract on a
non-conforming basis (i.e., without a requirement for posting a funded letter of credit in
connection with the award), the Equity Financing would provide the Company after original issue
discount with gross proceeds of up to $112,125,000. If the Company is awarded the EnhancedView
Imagery Acquisition Contract on a non-conforming basis, the Company will no longer be obligated to
issue 115,000 shares of Preferred Stock to Cerberus, but Cerberus will have the option to purchase
80,000 shares of Preferred Stock resulting in gross proceeds to the Company of $78,000,000. The
issuance of 80,000 shares of Preferred Stock would represent an ownership interest, assuming
conversion of such Preferred Stock to the Companys Common Stock, of approximately 11.2% at this
time.
Under the terms of the form of Certificate of Designations governing the Preferred Stock, the
holders of the Preferred Stock may convert the Preferred Stock at any time, in whole or in part,
into shares of Common Stock, at a conversion price of $30.00 per share of Common Stock, subject to
adjustment for corporate events of generally applicability and customary anti-dilution protections
(the Conversion Price). In no event shall the Conversion Price fall below $25.55, except for
adjustments for stock splits, reverse stock splits and similar events. No conversion of Preferred
Stock will be permitted to the extent that (i) Cerberus would individually (or as a member of a
group) hold in excess of 19.99% of the Companys voting power after the proposed conversion or (ii)
the aggregate shares of Common Stock underlying the Preferred Stock owned by Cerberus (or as a
member of a group) would at such time exceed 19.99% of the Companys aggregate outstanding Common
Stock. The Company may, at its option, redeem the Preferred Stock at a price equal to the
liquidation amount, plus accrued but unpaid dividends to the redemption date on or after six years
from the date on which the Preferred Stock is issued, at such time as (i) the average trading price
for the Common Stock is equal to or greater than $52.50 for a period of 30 or more consecutive
trading days immediately preceding the call for redemption and (ii) the Common Stock underlying the
Preferred Stock is registered on an effective registration statement. Dividends on the Preferred
Stock are payable at the rate of 5% per annum, payable in cash (at the Companys option, when, as
and if declared by the Company) or in addition to the aggregate liquidation preference of the
Preferred Stock. The holders of the Preferred Stock will also be entitled to participate on an as
converted basis in any dividends payable on the Common Stock. Holders of the Preferred Stock will
vote with the Common Stock on an as-converted basis. However, Cerberus will not be permitted to
vote Preferred Stock to the extent it would result in Cerberus voting more than an equivalent of
19.99% of the Companys outstanding voting securities. As long as Cerberus and its affiliates have beneficial ownership of (i) at least
50% of the Preferred Stock (or an equivalent amount of Common Stock issuable upon conversion thereof) or (ii) Common Stock (including on account of ownership of Preferred Stock or
other instruments directly or indirectly convertible into or exchangeable or exercisable for Common Stock)
representing in the aggregate at least 7.5% of the Companys outstanding Common Stock, on a fully-converted
basis, it will be entitled to appoint one director to the Companys Board of Directors. In
addition, as long as Cerberus and its affiliates either have beneficial ownership of (i) at least 50% of the Preferred Stock (or an equivalent amount of Common Stock
issuable upon conversion thereof) or (ii) Common Stock (including on account of ownership of Preferred Stock of other instruments directly or indirectly
convertible into or exchangeable or exercisable for Common Stock) representing at least, in the aggregate, 5% of the Companys
outstanding Common Stock, on a fully-converted basis, it will be entitled to appoint one
observer to attend all meetings of the Companys Board of Directors.
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Additionally, on March 22, 2010, the Company entered into a notes purchase agreement (the
Notes Purchase Agreement) with Cerberus. Pursuant to the Notes Purchase Agreement, Cerberus agreed to purchase and the Company, at its option
(agreed to sell) $100,000,000 in aggregate principal amount of newly issued senior unsecured notes (the Senior
Notes) of the Company (collectively, the Notes Financing and, together with the Equity
Financing, the Financings). Under the terms of the Notes Purchase Agreement and form of indenture
governing the Senior Notes, if the Company exercises its right to sell the Senior Notes, the Senior
Notes will mature on April 1, 2016 and will bear interest at a rate of 8% plus the greater of
three-month LIBOR or 2%. The Companys obligations under the Senior Notes will be guaranteed by the
Companys existing and subsequently acquired or formed U.S. subsidiaries. Under the terms of the
form of indenture governing the Senior Notes, on or after three years from the date on which the
Senior Notes are issued, the Company could, at its option, at any time or from time to time,
redeem, all or part, of the Senior Notes at redemption prices equal to 105% after the third
anniversary, 102.5% after the fourth anniversary or 100% after the fifth anniversary, as
applicable, plus accrued and unpaid interest.
Forms of registration rights agreements to be entered into at the applicable closing,
attached as exhibits to each of the Stock Purchase Agreement and Notes Purchase Agreement, provide Cerberus and its direct and indirect transferees certain registration rights with the
respect to the Preferred Stock (and underlying Common Stock) and the Notes, respectively. The
closing of the Financings are conditioned upon, among other things, the award to the Company of a
satellite under the EnhancedView Imagery Acquisition Contract and other conditions precedent.
The foregoing description of the Stock Purchase Agreement and Notes Purchase Agreement does
not purport to be complete and is qualified in its entirety by reference to each of the Stock
Purchase Agreement and Notes Purchase Agreement, which are attached hereto as Exhibits 10.1 and
10.2, respectively, and are incorporated into this Item 1.01 by reference. The Stock Purchase
Agreement and Notes Purchase Agreement have been included to provide investors and security holders
with information regarding their respective terms. They are not intended to provide any other
factual information about the Company, Cerberus or their respective subsidiaries and affiliates.
The Stock Purchase Agreement and Notes Purchase Agreement contain representations and warranties by
the Company, on the one hand, and by Cerberus, on the other hand, made solely for the benefit of
the other.
Certain representations and warranties in the Stock Purchase Agreement and Notes Purchase
Agreement were made as of a specified date, may be subject to a contractual standard of materiality
different from what might be viewed as material to stockholders, or may have been used for the
purpose of allocating risk between the Company and its applicable subsidiaries, on the one hand, and Cerberus, on the other hand.
Accordingly, the representations and warranties in the Stock Purchase Agreement and Notes Purchase
Agreement by the Company and its applicable subsidiaries are not necessarily characterizations of the actual state of facts about
the Company and its applicable subsidiaries at the time they were made or otherwise and should only be read in conjunction with the
other information that the Company makes publicly available in reports, statements and other
documents filed with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit | ||
Number | Title | |
10.1
|
Stock Purchase Agreement, dated March 22, 2010. | |
10.2
|
Notes Purchase Agreement, dated March 22, 2010. |
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SIGNATURES
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.
Dated: March 26, 2010 | GEOEYE, INC. |
|||
By: | /s/ William L. Warren | |||
Name: William L. Warren Title: Senior Vice President, General Counsel and Secretary |
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Exhibit Index
Exhibit No. | Description | |
10.1
|
Stock Purchase Agreement, dated March 22, 2010 | |
10.2
|
Notes Purchase Agreement, dated March 22, 2010 |