UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported): October 6, 2011 (October 5, 2011)
DigitalGlobe, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-34299 |
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31-1420852 |
| (State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1601 Dry Creek Drive, Suite
260
Longmont, Colorado
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80503 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (303) 684-4000
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Not
Applicable
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| (Former name or former address if changed since last report.) |
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))
1
Item 1.01. Entry into a Material Definitive Agreement.
DigitalGlobe, Inc. (the “Company”) and U.S. Bank National Association, as trustee (the
“Trustee”), have entered into the First Supplemental
Indenture, dated as of October 5, 2011 (the
“Supplemental Indenture”), to the Indenture, dated as of April 28, 2009, among the Company, the
guarantors party thereto and the Trustee (the “Original Indenture”) with respect to the Company’s
10.5% Senior Secured Notes due 2014 (the “Notes”). The amendments in the Supplemental Indenture
will become operative when the Company first accepts Notes for purchase in connection with the
Company’s previously announced cash tender offer to purchase any and all of the outstanding Notes
and related consent solicitation to amend the indenture and security documents governing the Notes.
The following is a summary of the material terms of the Supplemental Indenture. The summary is
qualified in its entirety by reference to the Supplemental Indenture, a copy of which is attached
as an exhibit hereto and is incorporated by reference herein.
The Supplemental Indenture eliminates or modifies substantially all of the restrictive
covenants and certain events of default in the Indenture, including the elimination of the
following covenants: (i) Payment of Taxes and Other Claims; (ii) Maintenance of Properties and
Insurance; (iii) Limitation on Debt and Disqualified or Preferred Stock; (iv) Limitation on
Restricted Payments; (v) Limitation on Liens; (vi) Limitation on Sale and Leaseback Transactions;
(vii) Limitation on Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries;
(viii) Guarantees by Restricted Subsidiaries; (ix) Repurchase of Notes Upon a Change of Control;
(x) Limitation on Asset Sales; (xi) Limitation on Transactions with Affiliates; (xii) Line of
Business; (xiii) Maintenance of Satellite Insurance; Events of Loss; (xiv) Designation of
Restricted and Unrestricted Subsidiaries; (xv) Financial Reports; (xvi) Reports to Trustee; (xvii)
Covenant Suspension; and (xviii) Consolidation, Merger or Sale of Assets by a Guarantor. The
Supplemental Indenture also eliminates certain restrictions on the Company’s ability to merge,
consolidate or sell assets and certain events of default. In addition, U.S. Bank National
Association has been removed as the collateral agent under the related agreements and JPMorgan
Chase Bank, N.A. was appointed as the collateral agent.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. |
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Description |
Exhibit 4.1
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First Supplemental Indenture, dated as of October 5, 2011,
between the Company and U.S. Bank National Association, as
trustee. |
