Maxar Technologies Inc. (NYSE: MAXR) (TSX: MAXR) announced today that
its Board of Directors has adopted a tax benefit preservation plan to
help preserve the value of its net operating losses and other tax
attributes. As of December 31, 2018, Maxar had estimated its cumulative
U.S. federal net operating loss carryforwards and federal R&D tax credit
carryforwards to be approximately $890 million and $77 million,
respectively, which can be utilized in certain circumstances to reduce
future U.S. corporate income tax liabilities.
The tax benefit preservation plan was adopted to protect an important
Maxar asset that may have meaningful value to all Maxar stockholders.
These tax benefits can include the offset of tax liability arising from
future taxable earnings or gains. The value of these tax benefits would
be substantially limited if Maxar were to experience an “ownership
change” as defined under Section 382 of the Internal Revenue Code. In
general, an ownership change would occur if stockholders that own (or
are deemed to own) at least five percent or more of the outstanding
Maxar common stock increased their cumulative ownership in Maxar by more
than 50 percentage points over their lowest ownership percentage within
a rolling three-year period. The tax benefit preservation plan reduces
the likelihood that changes in the Maxar investor base would limit
future use of its tax benefits, which would significantly impair the
value of the benefits to all stockholders. Maxar believes that no
ownership change as defined in Section 382 has occurred as of the date
of this press release.
The Board of Directors adopted the tax benefit preservation plan after
considering, among other matters, the estimated value of the tax
benefits, the potential for diminution upon an ownership change and the
risk of an ownership change occurring.
As part of the plan, the Maxar Board of Directors declared a dividend of
one preferred stock purchase right, which are referred to as “rights,”
for each outstanding share of Maxar common stock. The dividend will be
payable to holders of record as of the close of business on May 28,
2019. Any shares of Maxar common stock issued after the record date will
be issued together with the rights.
The rights will be exercisable if a person or group, without the
approval of the Maxar Board, acquires, or obtains the right to acquire,
beneficial ownership of 4.9 percent or more of Maxar common stock. The
rights also will be exercisable if a person or group that already
beneficially owns 4.9 percent or more of the Maxar common stock, without
Board approval, acquires additional shares (other than as a result of a
dividend or a stock split). Existing Maxar stockholders that, as of May
13, 2019 beneficially own in excess of 4.9 percent of the common stock
will be “grandfathered in” at their current ownership level. If the
rights become exercisable, all holders of rights, other than the person
or group triggering the rights, will be entitled to purchase Maxar
common stock at a 50 percent discount. Rights held by the person or
group triggering the rights will become void and will not be exercisable.
Beneficial ownership of shares is calculated under the plan in
accordance with the applicable rules of Section 382 of the Internal
Revenue Code. The calculations are complex, and stockholders should
contact Maxar if they have any questions regarding their ownership.
The Board of Directors has established procedures by which it will
consider requests by stockholders to exempt certain acquisitions of
Maxar common stock from the plan if the Board determines that doing so
would not limit or impair the availability of the tax benefits or is
otherwise in the best interests of Maxar.
The Company anticipates holding a special meeting of the stockholders to
approve the plan. The rights will expire on November 13, 2019, unless
Maxar stockholders approve the plan prior to that date, in which case
the rights will expire on October 5, 2020, three years from the date a
significant number of Maxar shares were issued in the DigitalGlobe
acquisition. The rights may also expire on an earlier date upon the
occurrence of certain events, including a determination by the Board
that the plan is no longer needed to preserve the tax benefits because
of legislative changes or if the Board determines that the tax benefits
have been fully used or are no longer available under Section 382 or
that an ownership change would not materially impair or limit the tax
benefits. Once the tax attributes have been fully used, the Board of
Directors intends to terminate the plan. The rights may also be
redeemed, exchanged or terminated prior to their expiration.
The distribution of the rights is not taxable to stockholders. The
rights will initially trade together with Maxar common stock and the
Maxar Board may terminate the plan or redeem the rights prior to the
time the rights are triggered. Further details about the plan will be
contained in a Form 8-K to be filed with the Securities and Exchange
Commission and Canadian securities regulators by Maxar.
The tax benefit preservation plan is subject to the approval of the
Toronto Stock Exchange.
Please refer to the investor section of the company’s website, http://investor.maxar.com/investor-resources/faqs/default.aspx,
for more information and answers to frequently asked questions.
About Maxar Technologies
As a global leader of advanced space technology solutions, Maxar is at
the nexus of the new space economy, developing and sustaining the
infrastructure and delivering the information, services and systems that
unlock the promise of space for commercial and government markets. The
operations of DigitalGlobe, SSL and Radiant Solutions were unified under
the Maxar brand in February; MDA continues to operate as an independent
business unit within the Maxar organization. As a trusted partner with
5,900 employees in over 30 global locations, Maxar provides vertically
integrated capabilities and expertise including satellites, Earth
imagery, robotics, geospatial data and analytics to help customers
anticipate and address their most complex mission-critical challenges
with confidence. Every day, billions of people rely on Maxar to
communicate, share information and data, and deliver insights that Build
a Better World. Maxar trades on the New York Stock Exchange and Toronto
Stock Exchange as MAXR. For more information, visit www.maxar.com.
Forward Looking Statements
Certain statements and other information included in this release
constitute “forward-looking information” or “forward-looking statements”
(collectively, “forward-looking statements”) under applicable securities
laws. Statements including words such as “may”, “will”, “could”,
“should”, “would”, “plan”, “potential”, “intend”, “anticipate”,
“believe”, “estimate” or “expect” and other words, terms and phrases of
similar meaning are often intended to identify forward-looking
statements, although not all forward-looking statements contain these
identifying words. Forward-looking statements involve estimates,
expectations, projections, goals, forecasts, assumptions, risks and
uncertainties, as well as other statements referring to or including
forward-looking information included in this presentation.
Forward-looking statements are subject to various risks and
uncertainties which could cause actual results to differ materially from
the anticipated results or expectations expressed in this presentation.
As a result, although management of the Company believes that the
expectations and assumptions on which such forward-looking statements
are based are reasonable, undue reliance should not be placed on the
forward-looking statements because the Company can give no assurance
that they will prove to be correct. The risks that could cause actual
results to differ materially from current expectations include, but are
not limited to, the risk factors and other disclosures about the Company
and its business included in the Company’s continuous disclosure
materials filed from time to time with U.S. securities and Canadian
regulatory authorities, which are available online under the Company’s
EDGAR profile at www.sec.gov,
under the Company’s SEDAR profile at www.sedar.com
or on the Company’s website at www.maxar.com.
The forward-looking statements contained in this release are expressly
qualified in their entirety by the foregoing cautionary statements. All
such forward-looking statements are based upon data available as of the
date of this presentation or other specified date and speak only as of
such date. The Company disclaims any intention or obligation to update
or revise any forward-looking statements in this presentation as a
result of new information or future events, except as may be required
under applicable securities legislation.