US private equity firm Advent International has lined up financing from direct lenders to fund its $6.4bn acquisition, alongside co-investor British Columbia Investment Management Corporation, of satellite operator Maxar Technologies.
The financing details are laid out in a Securities and Exchange Commission filing made by Maxar, which is a public company but will be delisted and taken private assuming the deal goes ahead. The identities of the lenders and the size of the debt commitment were not disclosed.
Loans from direct lenders such credit fund managers have accounted for a growing slice of leveraged buy-out financing recently, taking the place of more traditional leveraged loans underwritten and distributed by investment banks.
Besides the debt from the direct lenders, Advent has also secured a preferred equity investment to cover a portion of the acquisition price tag, according to the SEC filing. Again, the identities of the investors are kept secret.
In their role as joint financial advisers to Advent, investment banks Goldman Sachs and Morgan Stanley would have helped to arrange the financing.
Maxar announced that it had struck a deal to be acquired and taken private by Advent and BCI on December 16, having signed the documents the day before.
The agreed price tag is $53 a share, which is a premium of about 129% over Maxar’s closing stock price on December 15, or an even more attractive 135% over the volume-weighted average price in the 60 days running up to the announcement.
The company said that going private would allow it to “accelerate investments” in technology and data and “pursue select, strategic M&A”.
The transaction values Maxar an enterprise value of $6.4bn. Funds advised by Advent have committed $3.1bn of equity to the deal, while BCI, one of the largest institutional investors in Canada, is stumping up $1bn of equity.
The remaining $2.3bn is made up of the preferred equity and debt financing, which will cover any cash needed to repay Maxar’s existing debt.
Besides Goldman Sachs and Morgan Stanley, Advent was advised by law firm Weil, Gotshal & Manges as lead counsel. The private equity firm also brought in the DC-headquartered law firm Covington & Burling to advise on regulatory matters.
Canadian co-investor BCI meanwhile worked with Skadden, Arps, Slate, Meagher & Flom as lead counsel and Freshfields Bruckhaus Deringer for regulatory advice.
On the sell-side, Maxar tapped JP Morgan Securities as financial adviser, Wachtell, Lipton, Rosen & Katz as lead counsel and Milbank to advise on space industry and regulatory matters.
Under the terms of the deal, Maxar and JP Morgan have 60 days to drum up a better proposal from other potential buyers to ensure they are getting the best possible deal for shareholders. This is known as a “go shop” period.
In the meantime, Advent and BCI will work on tying up the regulatory approvals they need for their deal to go ahead. The acquisition is expected to close in mid-2023.