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Maxar Technologies Inc.
1300 West 120th Avenue
Westminster, Colorado 80234
(303) 684-7660

March 16, 2023

Dear Maxar Stockholder:

You are cordially invited to attend a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of stockholders of Maxar Technologies Inc., a Delaware corporation (which we refer to as “Maxar,” the “Company,” “we,” “us,” and “our”), to be held virtually via live webcast on April 19, 2023, beginning at 11:00 a.m. Mountain Time (unless the Special Meeting is adjourned or postponed). Maxar stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/MAXR2023SM, which we refer to as the “Special Meeting website.” For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote on (a) a proposal to adopt the Agreement and Plan of Merger, dated as of December 15, 2022 (as it may be amended from time to time, which we refer to as the “Merger Agreement”), by and among Maxar, Galileo Parent, Inc., a Delaware corporation (which we refer to as “Parent”), Galileo Bidco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (which we refer to as “Merger Sub”), and solely for the purposes set forth therein, Galileo Topco, Inc., a Delaware corporation and an indirect parent of Parent (which we refer to as “Preferred Equity Issuer”) (such proposal, which we refer to as the “Merger Agreement Proposal”), (b) a proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Maxar’s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (which we refer to as the “Compensation Proposal”) and (c) a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (which we refer to as the “Adjournment Proposal”). Parent, Merger Sub and Preferred Equity Issuer are affiliates of funds advised by Advent International Corporation. British Columbia Investment Management Corporation or one or more of its affiliates will also be a minority investor in Preferred Equity Issuer. Pursuant to the terms of the Merger Agreement, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Maxar (which we refer to as the “Merger”), with Maxar continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent.

The Merger Agreement provides that, subject to certain exceptions, each share of common stock, par value $0.0001 per share, of Maxar (which we refer to as “Maxar common stock”) issued and outstanding immediately prior to the effective time of the Merger (which we refer to as the “Effective Time”) will, at the Effective Time, automatically be converted into the right to receive $53.00 in cash, without interest (which we refer to as the “Merger Consideration”), subject to any required tax withholding.

If the Merger is completed, you will be entitled to receive the Merger Consideration, less any applicable withholding taxes, for each share of Maxar common stock that you own immediately prior to the Effective Time (unless you have properly and validly exercised and do not withdraw your appraisal rights under Section 262 of the General Corporation Law of the State of Delaware).

The Board of Directors of Maxar, after considering the factors more fully described in the enclosed proxy statement, has unanimously: (a) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Maxar and its stockholders; (b) approved the Merger Agreement and the transactions contemplated thereby, including the execution, delivery and performance of the Merger Agreement; (c) recommended that Maxar stockholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Maxar stockholders at the Special Meeting. The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

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The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Agreement Proposal, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the Merger Agreement Proposal is approved by the affirmative vote of the holders of at least a majority of the outstanding shares of Maxar common stock entitled to vote thereon at the Special Meeting. If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

GEORGESON LLC

1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Toll-Free: 888-613-9817
Email: Maxar@Georgeson.com

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of these matters.

Sincerely,

General Howell M. Estes III

Chair of the Board of Directors
Maxar Technologies Inc.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated March 16, 2023, and, together with the enclosed form of proxy card, is first being mailed to Maxar stockholders on or about March 16, 2023.

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Maxar Technologies Inc.
1300 West 120th Avenue
Westminster, Colorado 80234
(303) 684-7660

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 19, 2023

Notice is hereby given that a special meeting (including any adjournments or postponements thereof, which we refer to as the “Special Meeting”) of stockholders of Maxar Technologies Inc., a Delaware corporation (which we refer to as “Maxar,” the “Company,” “we,” “us,” and “our”), will be held virtually via live webcast on April 19, 2023, beginning at 11:00 a.m. Mountain Time (unless the Special Meeting is adjourned or postponed). Maxar stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/MAXR2023SM, which we refer to as the “Special Meeting website.” For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement to “present” shall mean virtually present at the Special Meeting. The Special Meeting is being held for the following purposes:

To consider and vote on the proposal to adopt the Agreement and Plan of Merger, dated as of December 15, 2022 (as it may be amended from time to time, which we refer to as the “Merger Agreement”), by and among Maxar, Galileo Parent, Inc., a Delaware corporation (which we refer to as “Parent”), Galileo Bidco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (which we refer to as “Merger Sub”), and solely for the purposes set forth therein, Galileo Topco, Inc., a Delaware corporation and an indirect parent of Parent (which we refer to as “Preferred Equity Issuer”). Pursuant to the terms of the Merger Agreement, subject to the terms and conditions set forth therein, Merger Sub will merge with and into Maxar (which we refer to as the “Merger”), with Maxar continuing as the surviving corporation in the Merger and as a wholly owned subsidiary of Parent (which we refer to as the “Merger Agreement Proposal”);

To consider and vote on the proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Maxar’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (which we refer to as the “Compensation Proposal”); and

To consider and vote on any proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (which we refer to as the “Adjournment Proposal”).

Only Maxar stockholders of record as of the close of business on March 15, 2023, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

Whether or not you plan to attend the virtual Special Meeting, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”). If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals,

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YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) OVER THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote before the Special Meeting in the manner described in the enclosed proxy statement.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) attend the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal.

You should carefully read and consider the entire accompanying proxy statement and its annexes, including the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Maxar common stock, please contact our proxy solicitor:

GEORGESON LLC

1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Toll-Free: 888-613-9817
Email: Maxar@Georgeson.com

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SUMMARY

This summary highlights selected information from this proxy statement related to the Merger and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including the Merger Agreement (as defined below), along with all of the documents to which we refer in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement entitled “Where You Can Find More Information.” A copy of the Merger Agreement is attached as Annex A to this proxy statement. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger.

Except as otherwise specifically noted in this proxy statement, “Maxar,” “we,” “our,” “us,” the “Company” and similar words refer to Maxar Technologies Inc. Throughout this proxy statement, we refer to Galileo Parent, Inc. as “Parent,” Galileo Bidco, Inc. as “Merger Sub,” Galileo Topco, Inc. as “Preferred Equity Issuer” and Maxar, Parent, Merger Sub and Preferred Equity Issuer each as a “party” and together as the “parties.” In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated as of December 15, 2022 (as it may be amended from time to time), by and among Maxar, Parent, Merger Sub and solely for the purposes set forth therein, Preferred Equity Issuer as the “Merger Agreement”; our common stock, par value $0.0001 per share, as “Maxar common stock”; and the holders of shares of Maxar common stock as “Maxar stockholders.” Unless indicated otherwise, any other capitalized term used herein but not otherwise defined herein has the meaning assigned to such term in the Merger Agreement.

Parties Involved in the Merger (see page 27)

Maxar Technologies Inc.

Maxar is a provider of comprehensive space solutions and secure, precise, geospatial intelligence. Maxar delivers disruptive value to government and commercial customers to help them monitor, understand and navigate our changing planet; deliver global broadband communications; and explore and advance the use of space. Maxar’s unique approach combines decades of deep mission understanding and a proven commercial and defense foundation to deploy solutions and deliver insights with unrivaled speed, scale and cost effectiveness. Maxar’s 4,400 team members in over 20 global locations are inspired to harness the potential of space to help Maxar’s customers create a better world. Maxar’s principal executive offices are located at 1300 West 120th Avenue, Westminster, Colorado 80234, and its telephone number is (303) 684-7660. Maxar common stock is listed on the New York Stock Exchange (which we refer to as the “NYSE”) and the Toronto Stock Exchange (which we refer to as the “TSX”) under the symbol “MAXR.”

Galileo Parent, Inc.

Parent was incorporated on December 12, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any activities other than in connection with or as contemplated by the Merger Agreement.

Galileo Bidco, Inc.

Merger Sub is a wholly owned subsidiary of Parent and was incorporated on December 12, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any activities other than in connection with or as contemplated by the Merger Agreement.

Galileo Topco, Inc.

Preferred Equity Issuer is an indirect parent of Parent and was incorporated on December 8, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, and has not engaged in any activities other than in connection with or as contemplated by the Merger Agreement.

Parent, Merger Sub and Preferred Equity Issuer are each affiliated with Advent International Corporation (which we refer to as “Advent”). British Columbia Investment Management Corporation

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(which we refer to as “BCI,” and, collectively with Advent, as the “Sponsors”) or one or more of its affiliates will also be a minority investor in Preferred Equity Issuer. Advent, based in Boston, MA, is a leading global private equity firm focused on partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies in five core sectors, including business and financial services; health care; industrial; retail, consumer and leisure; and technology (including investments in defense, security and cybersecurity as well as critical national infrastructure). BCI is amongst the largest institutional investors in Canada and is invested in fixed income and private debt, public and private equity, infrastructure and renewable resources, as well as real estate equity and real estate debt. BCI’s private equity program actively manages a global portfolio of privately-held companies in the business services, consumer, financial services, healthcare, industrials, and technology, media and telecommunications sectors. At the Effective Time (as defined in the section of this proxy statement entitled “— The Merger”), the Surviving Corporation (as defined in the section of this proxy statement entitled “— The Merger”) will be indirectly owned by the Sponsors and certain of their affiliates.

The Merger (see page 73)

On the terms and subject to the conditions of the Merger Agreement, and in accordance with the General Corporation Law of the State of Delaware (which we refer to as the “DGCL”), Merger Sub will merge with and into Maxar (which we refer to as the “Merger”), the separate corporate existence of Merger Sub will cease and Maxar will continue its corporate existence under the DGCL as the surviving corporation in the Merger (which we refer to as the “Surviving Corporation”). As a result of the Merger, Maxar common stock will no longer be publicly traded and will be delisted from the NYSE and the TSX. In addition, Maxar common stock will be deregistered under the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”), and Maxar will no longer file periodic or other reports with the United States Securities and Exchange Commission (which we refer to as the “SEC”) or applicable Canadian securities regulators. If the Merger is completed, you will not own any shares of capital stock of the Surviving Corporation, subject to your appraisal rights (see the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — Appraisal Rights”). The Merger will become effective at such time as the certificate of merger with respect to the Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be mutually agreed by Maxar and Merger Sub and specified in the certificate of merger in accordance with the DGCL (which we refer to as the “Effective Time”).

Merger Consideration (see page 28)

Maxar Common Stock

At the Effective Time, by virtue of the Merger and without any action on the part of Maxar, Parent, Merger Sub, Preferred Equity Issuer or the holders of any securities of Maxar or Merger Sub, each share of Maxar common stock issued and outstanding immediately prior to the Effective Time (other than (a) certain shares of Maxar common stock held in the Maxar treasury or owned, directly or indirectly, by Parent, Merger Sub, or any wholly owned subsidiaries of Maxar (in each case, other than any such shares of Maxar common stock held in a fiduciary, representative or other capacity on behalf of third parties), in each case immediately prior to the Effective Time and (b) shares of Maxar common stock that are issued and outstanding immediately prior to the Effective Time and that are held by holders who have not voted in favor of the adoption of the Merger Agreement and who have properly and validly exercised (and not withdrawn) appraisal rights in accordance with, and who have complied with, Section 262 of the DGCL (which we refer to, collectively, as the “Unconverted Shares”)) will be converted automatically into the right to receive $53.00 in cash, without interest (which we refer to as the “Merger Consideration”), subject to any required tax withholding.

At or prior to the Effective Time, Parent will deposit (or cause to be deposited) with a designated paying agent a cash amount that is sufficient to pay the aggregate Merger Consideration in exchange for all shares of Maxar common stock outstanding immediately prior to the Effective Time (other than the Unconverted Shares). For more information, please see the section of this proxy statement entitled “The Merger Agreement — Exchange and Payment Procedures.”

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After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of Maxar common stock that you own (other than any Unconverted Shares) immediately prior to the Effective Time (subject to any required tax withholding), but you will no longer have any rights as a Maxar stockholder (except that Maxar stockholders who properly and validly exercise and do not withdraw their appraisal rights will not be entitled to receive the Merger Consideration and instead shall have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by the DGCL). For more information, please see the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — Appraisal Rights.”

Treatment of Maxar Equity Awards

The Merger Agreement provides that, at the Effective Time: each restricted stock unit award (which we refer to, each, as an “RSU” including any RSU granted in 2023 to any individual who is not a non-employee Maxar director (each such RSU, a “2023 Employee RSU”)), performance stock unit award (which we refer to, each, as a “PSU”), deferred stock unit award (which we refer to, each, as a “DSU”), and stock appreciation right (which we refer to, each, as a “SAR”) that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive an amount in cash equal to the product of (x) the total number of shares of Maxar common stock subject to such award and (y) the Merger Consideration (and for SARs, less the exercise price per share of Maxar common stock subject to such SAR) (which we refer to as the “Cash Amount”), less any required tax withholding and deductions. For purposes of clause (x) in the immediately preceding sentence, the number of shares of common stock subject to a Maxar PSU will equal (i) for a PSU granted in 2020, 175% of the target number of shares of Maxar common stock covered by such PSU, (ii) for a PSU granted in 2021, 176% of the target number of shares of Maxar common stock covered by such PSU, and (iii) for a PSU granted in 2022, 184% of the target number of shares of Maxar common stock covered by such PSU. Such payment of the Cash Amount in consideration of 33% of the number of shares of Maxar common stock covered by a 2023 Employee RSU will be paid no later than 10 business days following the Closing Date. Such payment of the Cash Amount in consideration of 67% of the number of shares of Maxar common stock covered by a 2023 Employee RSU will be paid in two substantially equal installments on each of January 1, 2024, and January 1, 2025, subject to the holder’s continued employment with Maxar, the Surviving Corporation, or a subsidiary through the applicable payment date; provided that, if such holder experiences a qualifying termination, any unpaid amount will be paid to the holder within 30 days of such termination. For more information, please see the section of this proxy statement entitled “The Merger Agreement — Merger Consideration — Treatment of Maxar Equity Awards.”

Material U.S. Federal Income Tax Consequences of the Merger (see page 68)

The exchange of Maxar common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — Material U.S. Federal Income Tax Consequences of the Merger”) who exchanges shares of Maxar common stock for cash in the Merger generally will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of Maxar common stock surrendered pursuant to the Merger by such U.S. Holder.

This proxy statement contains a general discussion of certain U.S. federal income tax consequences of the Merger. This description does not address any non-income tax consequences, nor does it address state, local, non-U.S. or other tax consequences or the consequences to holders who are subject to special treatment under U.S. federal tax law. Consequently, you should consult your tax advisor to determine the particular tax consequences to you of the Merger.

Appraisal Rights (see page 62)

If the Merger is consummated and certain conditions are met, Maxar stockholders who continuously hold shares of Maxar common stock through the Effective Time, do not vote in favor of the adoption of the Merger Agreement and properly demand appraisal of their shares and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection

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with the Merger under Section 262 of the DGCL. This means that Maxar stockholders may be entitled to have their shares of Maxar common stock appraised by the Delaware Court of Chancery and receive payment in cash of the “fair value” of their shares of Maxar common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the Delaware Court of Chancery (or in certain circumstances described in further detail in the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each Maxar stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, Maxar stockholders who wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights.

Maxar stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration that they would receive pursuant to the Merger Agreement if they did not seek appraisal of their shares of Maxar common stock.

To exercise appraisal rights, Maxar stockholders must: (a) submit a written demand for appraisal to Maxar before the vote of Maxar stockholders is taken on the proposal to adopt the Merger Agreement; (b) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (c) continue to hold shares of Maxar common stock of record through the Effective Time; and (d) strictly comply with all other procedures for exercising appraisal rights under the DGCL. Failure to follow exactly the procedures specified under the DGCL may result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of Maxar unless certain stock ownership conditions are satisfied by the Maxar stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced in Annex C to this proxy statement. If you hold your shares of Maxar common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee to determine the appropriate procedures for the making of a demand for appraisal on your behalf by your bank, broker or other nominee. For more information, please see the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — Appraisal Rights.”

Litigation Related to the Merger (see page 67)

In connection with the Merger Agreement, several complaints have been filed in federal court as individual actions. The complaints are captioned as follows: (1) O’Dell v. Maxar Technologies Inc., et al., 23-cv-00929 (filed February 3, 2023 in the Southern District of New York); (2) Johnson v. Maxar Technologies Inc., et al., 23-cv-00383 (filed February 9, 2023 in the District of Colorado); (3) Zaczkiewicz v. Maxar Technologies Inc., et al., 23-cv-00401 (filed February 10, 2023 in the District of Colorado); and (4) Jeweltex Manufacturing Retirement Plan v. Maxar Technologies Inc., et al., 23-cv-00873 (filed February 27, 2023 in the Northern District of California) (which we refer to collectively as the “Complaints”).

The Complaints generally allege that the preliminary proxy statement filed by Maxar on January 31, 2023 in connection with Merger Agreement (the “Preliminary Proxy”) misrepresents and/or omits certain purportedly material information. The Complaints assert violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder against Maxar and the members of the Board of Directors. The Complaints seek, among other things: (i) an injunction enjoining the consummation of the Merger and the other transactions contemplated by the Merger Agreement; (ii) rescission or rescissory damages in the event the Merger and the other transactions contemplated by the Merger Agreement are consummated; (iii) direction that the defendants comply with the Exchange Act and disseminate a revised Preliminary Proxy; (iv) direction that defendants account for all damages suffered as a result of any misconduct; (v) costs of the action, including plaintiffs’ attorneys’ fees and experts’ fees; and (vi) other relief the court may deem just and proper. In addition to the Complaints, starting on February 6, 2023, purported stockholders of Maxar sent demand letters (which we refer to as the “Demands,” and together with the Complaints, as the “Matters”) alleging similar deficiencies regarding the disclosures made in the Preliminary

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Proxy. One such letter additionally seeks corporate books and records in order to investigate alleged wrongdoing by Maxar’s Board of Directors, Maxar’s executive officers and/or Maxar’s financial advisors in connection with the Merger Agreement.

Maxar cannot predict the outcomes of the Matters. Maxar management believes that the Matters are without merit and intends to vigorously defend against the Matters and any subsequent demands or filed actions. If additional similar complaints are filed or demands sent, absent new or significantly different allegations, Maxar will not necessarily disclose such additional filings or demands.

Regulatory Approvals Required for the Merger (see page 70)

U.S. Regulatory Clearances

Under the Merger Agreement, the Merger cannot be completed until the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (which we refer to as the “HSR Act”), has expired or been terminated. Maxar and Parent made the filings required under the HSR Act on December 30, 2022, and the initial 30-day waiting period expired at 11:59 p.m. Eastern Time on January 30, 2023.

Under the Merger Agreement, the Merger cannot be completed until the parties have received from the interagency Committee on Foreign Investment in the United States (which we refer to as “CFIUS”): (a) a written determination from CFIUS to the effect that the transactions contemplated by the Merger Agreement do not constitute a “covered transaction” pursuant to 31 C.F.R. § 800.213, (b) a written determination from CFIUS to the effect that review or investigation of the transactions contemplated by the Merger Agreement has been concluded and that a determination has been made that there are no unresolved national security concerns and all action under the CFIUS laws has been concluded, or (c) following an investigation conducted by CFIUS pursuant to 31 C.F.R. § 800.507, CFIUS has reported the transactions contemplated by the Merger Agreement to the President of the United States and either (i) the President of the United States has made a decision not to suspend or prohibit such transactions pursuant to his authorities under Section 721 of the Defense Production Act of 1950, or (ii) the President of the United States has not taken any action within 15 days from the date he received the report from CFIUS (which we refer to as the “CFIUS Approval”). Maxar, Preferred Equity Issuer and BCI submitted a joint voluntary notice to CFIUS with respect to the Merger and the other transactions contemplated by the Merger Agreement on February 14, 2023, and CFIUS commenced its review of the joint voluntary notice on February 22, 2023.

In addition, the Merger cannot be completed until the parties have received from the Defense Counterintelligence and Security Agency (which we refer to as “DCSA”) a written acknowledgement by DCSA that it has accepted a proposed plan to mitigate any foreign ownership, control or influence with respect to how Parent intends to govern and operate Maxar in accordance with the National Industrial Security Program Operating Manual, as codified at 32 C.F.R. Part 117 (which we refer to as the “DCSA Approval”). The Merger cannot be completed until at least 60 days have elapsed since Maxar submitted a notification to the U.S. Department of State’s Directorate of Defense Trade Controls (which we refer to as “DDTC”) (pursuant to Section 122.4 of the U.S. International Traffic in Arms Regulations (which we refer to as the “ITAR”)). Such notification was submitted on January 16, 2023. The Merger is also subject to approval from the U.S. Federal Communications Commission (pursuant to the Communications Act) and the National Oceanic and Atmospheric Administration of the U.S. Department of Commerce (pursuant to the Land Remote Sensing Policy Act).

Other Regulatory Clearances

The Merger is also subject to receipt of regulatory approvals in certain other jurisdictions. For more information, please see the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — Regulatory Approvals Required for the Merger.” In each case, the Merger cannot be completed until the parties obtain clearance or approval to consummate the Merger or the applicable waiting periods have expired or been terminated. Subject to the terms and conditions of the Merger Agreement, the parties have agreed to cooperate with each other and use their reasonable best efforts to make these filings as promptly as practicable.

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Closing Conditions (see page 99)

The obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of customary conditions, including (among other conditions), the following:

•

the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Maxar common stock;

•

(a) the expiration or termination of the waiting period applicable to the consummation of the Merger and other transactions contemplated by the Merger Agreement and related transaction documents under the HSR Act; (b) the obtainment of the CFIUS Approval; (c) the obtainment of the DCSA Approval; (d) at least 60 days have elapsed since Maxar submitted the notification to DDTC pursuant to Section 122.4(b) of the ITAR; and (e) the obtainment of all required consents and expirations or terminations of waiting periods (as applicable) with respect to certain other required regulatory filings;

•

the absence of any temporary restraining order, preliminary or permanent injunction or other order, writ, injunction, judgment or decree preventing the consummation of the Merger and other transactions contemplated by the Merger Agreement and related transaction documents issued by any court of competent jurisdiction or other governmental authority that remains in effect; and the absence of any statute, rule, regulation or other order, writ, injunction, judgment or decree enacted, entered, enforced or deemed applicable to the Merger that makes consummation of the Merger illegal;

•

the accuracy of the representations and warranties contained in the Merger Agreement (subject to certain materiality qualifiers);

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in the case of Parent and Merger Sub, the absence, since December 15, 2022, of a Company Material Adverse Effect (as defined in the section of this proxy statement entitled “The Merger Agreement — Representations and Warranties”) that is continuing, and no effect having occurred or existing that, in combination with any other effects in existence, would reasonably be expected to have or result in a Company Material Adverse Effect; and

•

the compliance and performance by the parties, in all material respects, of their respective covenants and obligations required by the Merger Agreement to be complied with or performed by such party at or prior to the Closing.

Financing of the Merger (see page 60)

We anticipate that the total amount of funds necessary to complete the transactions contemplated by the Merger Agreement, and to pay related fees and expenses, will be approximately $6.4 billion. This amount includes funds needed to: (a) pay the aggregate Merger Consideration in respect of the Maxar common stock (other than the Unconverted Shares), (b) make payments in respect of certain vested and outstanding Maxar equity awards payable in connection with the Closing, and (c) make payments (i) in connection with the redemption or, in certain circumstances, the satisfaction and discharge, of all of the outstanding aggregate principal amount of (x) the 7.750% Senior Secured Notes due 2027 issued by Maxar pursuant to the Indenture, dated as of June 14, 2022, by and between Maxar and Wilmington Trust, National Association, as trustee and notes collateral agent, and (y) the 7.54% Senior Secured Notes due 2027 issued by Maxar pursuant to the Indenture, dated as of June 25, 2020, by and between Maxar and Wilmington Trust, National Association, as trustee and notes collateral agent (which we refer to collectively as the “Notes”), in the manner and on the timeframes set forth in the applicable Indenture and (ii) in connection with repayment of all indebtedness outstanding under that certain Amended and Restated Credit Agreement, dated as of June 14, 2022, among Maxar, as borrower, Royal Bank of Canada, as administrative agent and as collateral agent, and the lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) (we refer to such amounts in (a), (b) and (c), collectively, as the “Required Amounts”).

Parent and Merger Sub have obtained committed financing (which we refer to as the “Financing”) consisting of (a) equity financing (which we refer to as the “Equity Financing”) to be provided by certain funds affiliated with the Sponsors and certain limited partner co-investors of funds advised by the Sponsors

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(which we refer to as the “Equity Financing Sources”) pursuant to the terms and conditions of the equity commitment letters, each dated as of December 15, 2022 (as amended, restated, amended and restated, supplemented and/or otherwise modified and/or replaced from time to time in accordance with the Merger Agreement, which we refer to collectively as the “Equity Commitment Letters”), (b) debt financing (which we refer to as the “Debt Financing”) to be provided by the lender parties (which we refer to as the “Lender Parties”) to the debt commitment letter, dated December 15, 2022 (as amended, restated, amended and restated, supplemented and/or otherwise modified and/or replaced from time to time in accordance with the Merger Agreement, which we refer to as the “Debt Commitment Letter”) pursuant to the terms and conditions of the Debt Commitment Letter and (c) preferred equity financing (which refer to as the “Preferred Equity Financing”) to be provided by the preferred equity investor parties (which we refer to as the “Preferred Equity Investor Parties”) to the preferred equity commitment letter, dated December 15, 2022 (as amended, restated, amended and restated, supplemented and/or otherwise modified and/or replaced from time to time in accordance with the Merger Agreement, which we refer to as the “Preferred Equity Commitment Letter” and, together with the Equity Commitment Letters and the Debt Commitment Letter, which we refer to as the “Financing Commitments”) pursuant to the terms and conditions of the Preferred Equity Commitment Letter. In connection with the Merger Agreement, Parent and Merger Sub have delivered to Maxar copies of the Debt Commitment Letter and the Equity Commitment Letters, and Preferred Equity Issuer has delivered to Maxar a copy of the Preferred Equity Commitment Letter. Such amounts will be used to fund the aggregate purchase price required to be paid at the Closing (as defined in the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — Closing and Effective Time”), and to also fund certain other payments (including the Required Amounts), subject to the terms and conditions of the Merger Agreement.

The Equity Financing Sources have committed to capitalize Parent at the Closing with an aggregate equity contribution equal to approximately $4.1 billion for the purpose of funding the Required Amounts (which we refer to as the “Equity Contribution”). Maxar is an express third-party beneficiary of the Equity Commitment Letters solely with respect to (i) requiring Maxar’s consent to any amendment or modification of the Equity Commitment Letters and (ii) the rights granted to Parent under the Equity Commitment Letters, such that Maxar is entitled to specifically enforce the obligations of each Equity Financing Source (and any of their respective successors or assigns) under the applicable Equity Commitment Letter through an action for specific performance, in each case without a requirement that such enforcement be at the direction of Parent and subject to (a) the limitations and conditions set forth in each Equity Commitment Letter and (b) the terms and conditions of the Merger Agreement.

The Equity Financing Sources have entered into that certain Limited Guarantee, dated as of December 15, 2022 (which we refer to as the “Guarantee”), whereby they have agreed to severally (but not jointly, or jointly and severally) guarantee the due, punctual and complete payment, performance and discharge of either of the following mutually exclusive obligations: (a) the obligation of Parent to pay, or to provide adequate funds for the payment to Maxar of, (1) certain indemnification and reimbursement obligations solely if and when payable by Parent to Maxar and its representatives in connection with arrangement of the Debt Financing and certain other fees and expenses payable by Parent pursuant to the Merger Agreement, plus (2) an amount equal to the Parent Termination Fee (plus certain enforcement expenses payable by Parent), solely if and when any of the Parent Termination Fee is payable pursuant to the Merger Agreement; or (b) the obligation of Parent to fund an amount equal to the Equity Contribution in the event, and only in the event, that specific performance with respect to Parent’s obligation to cause the Equity Financing to be funded by Parent and to consummate the Closing is awarded against Parent pursuant to the Merger Agreement, subject in all respects to the terms of the Merger Agreement. We refer to the obligations set forth in the preceding sentence as the “Guaranteed Obligations.” Notwithstanding anything in the Guarantee, the Merger Agreement or any other agreement to the contrary, Maxar has agreed that in no event is any Equity Financing Source required to pay any amount to Maxar or any affiliate thereof under, in respect of, or in connection with the Guarantee, the Merger Agreement or any other agreement, in excess of, in the case of amounts paid with respect to clause (a) of the Guaranteed Obligations, the pro rata portion of such Equity Financing Source with respect to such amounts and with respect to clause (b) of the Guaranteed Obligations, the pro rata portion of such Equity Financing Source of the Equity Contribution.

In addition, in connection with the Merger Agreement, (a) the Lender Parties have committed to provide Parent with Debt Financing, and (b) Parent has obtained commitments for Preferred Equity

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Financing, together in an aggregate principal amount that is sufficient, when taken together with the Equity Financing, to pay the Required Amounts. The obligations of the Lender Parties to provide Debt Financing under the Debt Commitment Letter, and the obligations of the Preferred Equity Investor Parties to provide Preferred Equity Financing under the Preferred Equity Commitment Letter, in each case, are subject to a number of customary conditions, including the substantially concurrent consummation of the Merger. For more information, please see the section of this proxy statement entitled “The Merger Agreement — Debt Financing and Preferred Equity Financing.”

Required Stockholder Approval (see page 22)

The affirmative vote of the holders of a majority of the outstanding shares of Maxar common stock entitled to vote thereon is required to adopt the Merger Agreement (which we refer to as the “Merger Agreement Proposal”). As of March 15, 2023 (which we refer to as the “Record Date”), 37,774,669 votes constitute a majority of the outstanding shares of Maxar common stock entitled to vote thereon. Approval of the proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Maxar’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (which we refer to as the “Compensation Proposal”) requires the affirmative vote of the holders of the shares of Maxar common stock representing a majority of the voting power present in person, or by remote communication, or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal. Approval of the proposal to adjourn the special meeting of Maxar stockholders (such meeting, the “Special Meeting” and such proposal, which we refer to as the “Adjournment Proposal”) requires the affirmative vote of the holders of the shares of Maxar common stock representing a majority of the voting power present in person, or by remote communication, or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal. The approval of the Compensation Proposal is advisory (nonbinding) and is not a condition to the completion of the Merger.

As of the Record Date, our directors and executive officers beneficially owned and were entitled to vote, in the aggregate, 1,932,583 shares of Maxar common stock, representing approximately 2.56% of the shares of Maxar common stock outstanding as of the Record Date.

We currently expect that our directors and executive officers will vote all of their respective shares of Maxar common stock: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The Special Meeting (see page 22)

Date, Time and Location

The Special Meeting to consider and vote on the proposal to adopt the Merger Agreement will be held virtually via live webcast on April 19, 2023, beginning at 11:00 a.m. Mountain Time (unless the Special Meeting is adjourned or postponed). Maxar stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/MAXR2023SM, which we refer to as the “Special Meeting website.” For purposes of attendance at the Special Meeting, all references in this proxy statement to “present” shall mean virtually present at the Special Meeting.

Record Date; Shares Entitled to Vote

You are entitled to vote at the Special Meeting if you owned shares of Maxar common stock at the close of business on March 15, 2023, which we refer to as the “Record Date.” Each Maxar stockholder shall be entitled to one vote for each such share owned at the close of business on the Record Date.

Quorum

As of the Record Date, there were 75,549,337 shares of Maxar common stock outstanding and entitled to vote at the Special Meeting. The presence, in person, or by remote communication, or represented by proxy, of the holders of a majority of the shares of Maxar common stock entitled to vote on the Record Date will constitute a quorum at the Special Meeting.

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Recommendation of the Maxar Board of Directors (see page 40)

The Board of Directors of Maxar (which we refer to as the “Board of Directors”) has unanimously: (a) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Maxar and its stockholders; (b) approved the Merger Agreement and the transactions contemplated thereby, including the execution, delivery and performance of the Merger Agreement; (c) recommended that Maxar stockholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Maxar stockholders at the Special Meeting.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

Opinion of J.P. Morgan Securities LLC (see page 44)

Pursuant to an engagement letter dated August 26, 2022, Maxar retained J.P. Morgan Securities LLC (which we refer to as “J.P. Morgan”) as its financial advisor in connection with the proposed Merger.

At the meeting of the Board of Directors on December 15, 2022, J.P. Morgan rendered its oral opinion to the Board of Directors that, as of such date and based upon and subject to the factors and assumptions set forth in its written opinion, the Merger Consideration to be paid to the holders of Maxar common stock in the proposed Merger was fair, from a financial point of view, to such holders. J.P. Morgan has confirmed its December 15, 2022 oral opinion by delivering its written opinion to the Board of Directors, dated December 15, 2022, that, as of such date, the Merger Consideration to be paid to the holders of Maxar common stock in the proposed Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan dated December 15, 2022, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Maxar stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Board of Directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was directed only to the consideration to be paid in the Merger and did not address any other aspect of the Merger. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any other class of securities, creditors or other constituencies of Maxar or as to the underlying decision by Maxar to engage in the proposed Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any Maxar stockholder as to how such stockholder should vote with respect to the proposed Merger or any other matter.

For more information, see the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — Opinion of J.P. Morgan Securities LLC.”

Interests of Maxar’s Executive Officers and Directors in the Merger (see page 55)

Maxar’s executive officers and directors have certain interests in the Merger that are different from, or in addition to those of Maxar stockholders. See “Proposal 1: Adoption of the Merger Agreement — Interests of Maxar’s Executive Officers and Directors in the Merger” for additional information about interests that Maxar’s executive officers and directors have in the Merger that are different than yours.

Go-Shop and No Shop Periods (see pages 83 and 84)

Commencing on December 15, 2022 and continuing until 11:59 p.m. New York City time on February 14, 2023 (which we refer to as the “Go-Shop Period”), Maxar and its directors, officers, employees and other representatives had the right to, directly or indirectly, and subject to certain limitations: solicit or initiate Acquisition Proposals (as defined in the section of this proxy statement entitled “The Merger Agreement — Go-Shop Period”); provide non-public information relating to Maxar and its subsidiaries to third parties, solely pursuant to an Acceptable Confidentiality Agreement (as defined in the section of this proxy statement entitled “The Merger Agreement — Go-Shop Period”) and so long as Parent was given

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access to the same information; and otherwise cooperate with or assist any Acquisition Proposal, including by granting a waiver under any “standstill provision” or similar obligation of third parties to allow such parties to submit or amend an Acquisition Proposal on a confidential basis to the Board of Directors.

After the end of the Go-Shop Period (or, in the case of an Excluded Party, as defined in the section of this proxy statement entitled “The Merger Agreement — No Shop Period,” once such party is no longer an Excluded Party), Maxar has agreed to, and to cause its officers to, and to instruct and use reasonable efforts to cause its directors and other representatives to, promptly cease and cause to be terminated any solicitation, discussions or negotiations with any third party or its representatives with respect to any Acquisition Proposal (or any proposal that could reasonably be expected to lead to an Acquisition Proposal) and to promptly terminate all physical and electronic data room access previously granted to any such person, cease providing any further non-public information of Maxar or its subsidiaries to any such person and request the return or destruction of any non-public information of Maxar or its subsidiaries theretofore furnished to any such person (with whom a confidentiality agreement with respect to an Acquisition Proposal or any other proposal that could reasonably be expected to lead to an Acquisition Proposal was entered into at any time within the immediately preceding 12-month period).

Also after the end of the Go-Shop Period, other than with respect to Excluded Parties so long as they remain Excluded Parties, Maxar has agreed not to, and to cause its officers not to, and to instruct and use reasonable efforts to cause its directors and other representatives not to, directly or indirectly, among other things: solicit or initiate Acquisition Proposals; provide non-public information relating to Maxar and its subsidiaries to third parties in furtherance of Acquisition Proposals; enter into discussions or negotiations with third parties regarding Acquisition Proposals; adopt or recommend any Acquisition Proposal or approve any person or “group” (as defined in the Exchange Act) becoming an “interested stockholder” under Section 203 of the DGCL; and, except for Acceptable Confidentiality Agreements, enter into any agreements that provide for an Acquisition Proposal or Acquisition Transaction (as defined in the section of this proxy statement entitled “The Merger Agreement — Go-Shop Period”).

During the No Shop Period (which is the period of time following the Go-Shop Period), Maxar has also agreed to enforce, and will not be permitted to waive, terminate, fail to enforce or otherwise modify any provision of any standstill, confidentiality or other similar agreement that prohibits or purports to prohibit a proposal being made to the Board of Directors (or any committee thereof), unless the Board of Directors determines in good faith, after consultation with its outside counsel, that failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable laws and Maxar provides notice to Parent of such determination within 24 hours.

Notwithstanding the foregoing restrictions, under certain specified circumstances, until the adoption of the Merger Agreement by Maxar stockholders, Maxar may, among other things, provide information to, and engage in discussions or negotiations with, a person in respect of an unsolicited Acquisition Proposal if, subject to complying with certain procedures, the Board of Directors determines in good faith (after consultation with its independent financial advisor and outside legal counsel) that such Acquisition Proposal constitutes (or could reasonably be expected to lead to) a Superior Proposal (as defined in the section of this proxy statement entitled “The Merger Agreement — No Shop Period”).

Additionally, following the Go-Shop Period Maxar has agreed to, subject to certain requirements and procedures, promptly notify Parent of any Acquisition Proposal received by Maxar before or after the end of the Go-Shop Period, including identifying the material terms and conditions of such proposals and the parties making such proposals and providing copies of material documents and other material written materials submitted with such proposals. Maxar has also agreed to provide updates on the status of such proposals when requested by Parent, subject to certain conditions.

For more information, please see the sections of this proxy statement entitled “The Merger Agreement — Go-Shop Period” and “The Merger Agreement — No Shop Period.”

Prior to the adoption of the Merger Agreement by Maxar stockholders, the Board of Directors is entitled to change its recommendation regarding adoption of the Merger Agreement and/or to terminate the Merger Agreement, as applicable, for the purpose of entering into an agreement in respect of a Superior Proposal or in light of an Intervening Event (as defined in the section of this proxy statement entitled

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“The Merger Agreement — The Board of Directors’ Recommendation; Change of Recommendation”) if it complies with certain procedures in the Merger Agreement, including giving Parent appropriate notice of such intention and negotiating further with Parent at Parent’s option before the Board of Directors determines in good faith, after having consulted with its independent financial advisor and outside legal counsel, that, in light of such Superior Proposal or Intervening Event, the failure to make an Adverse Recommendation Change or terminate the Merger Agreement, as applicable, would be inconsistent with the directors’ fiduciary duties under applicable law. For more information, please see the section of this proxy statement entitled “The Merger Agreement — The Board of Directors’ Recommendation; Change of Recommendation.”

The termination of the Merger Agreement by Maxar in connection with the Board of Directors’ authorization for Maxar to enter into a definitive agreement to consummate an alternative transaction contemplated by a Superior Proposal will result in the payment by Maxar of a termination fee of $124.5 million if done after the Go-Shop Period ends (and it would have resulted in the payment of a termination fee of $51.9 million if done before the Go-Shop Period ended at 11:59 p.m. New York City time on February 14, 2023). For more information, please see the section of this proxy statement entitled “The Merger Agreement — Termination Fees.”

Termination of the Merger Agreement (see page 101)

In addition to the circumstances described above, Parent and Maxar have certain rights to terminate the Merger Agreement under customary circumstances, including (i) by mutual agreement, (ii) the imposition of a final and nonappealable statute, rule, regulation or other order, writ, injunction, judgment or decree enacted, entered, enforced or deemed applicable to the Merger that makes consummation of the Merger illegal, (iii) an uncured breach of the Merger Agreement by the other party, (iv) if the Merger has not been consummated on or before September 15, 2023 (which we refer to as the “End Date,” and which may be extended to December 15, 2023 under certain circumstances) or (v) if Maxar stockholders fail to adopt the Merger Agreement at the Special Meeting (or any adjournment or postponement thereof). Under certain circumstances, (a) Maxar is required to pay Parent a termination fee equal to $124.5 million; and (b) Parent is required to pay Maxar a termination fee equal to $249 million. For more information, please see the sections of this proxy statement entitled “The Merger Agreement — Termination of the Merger Agreement” and “The Merger Agreement — Termination Fees.”

Effect on Maxar If the Merger Is Not Completed (see page 28)

If the Merger Agreement is not adopted by Maxar stockholders, or if the Merger is not completed for any other reason:

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Maxar stockholders will not be entitled to, nor will they receive, any payment for their respective shares of Maxar common stock pursuant to the Merger Agreement;

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(a) Maxar will remain an independent public company; (b) Maxar common stock will continue to be listed and traded on the NYSE and the TSX and registered under the Exchange Act; and (c) Maxar will continue to file periodic and other reports with the SEC and applicable Canadian securities regulators; and

•

under certain specified circumstances described in the section of this proxy statement entitled “The Merger Agreement — Termination Fees,” Maxar will be required to pay Parent a termination fee of $124.5 million.

For more information, please see the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — Effect on Maxar If the Merger Is Not Completed.”

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement entitled “Where You Can Find More Information.”

Why am I receiving these materials?

The Board of Directors is furnishing this proxy statement and form of proxy card to the Maxar stockholders in connection with the solicitation of proxies to be voted at the Special Meeting.

When and where is the Special Meeting?

The Special Meeting is scheduled to be held virtually via live webcast on April 19, 2023, at 11:00 a.m. Mountain Time (unless the Special Meeting is adjourned or postponed). There will not be a physical meeting location. We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully, equally and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size, resources or physical location and enables us to protect the health and safety of all attendees.

Maxar stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/MAXR2023SM, which we refer to as the “Special Meeting website.” On the day of the Special Meeting, you can log in to the Special Meeting with the control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials (“Notice”), as applicable. We recommend that you log in to our virtual meeting platform at least 15 minutes before the scheduled start time of the Special Meeting to ensure that you can access the meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the phone number displayed on the virtual meeting platform on the meeting date. If you encounter any technical difficulties with the virtual meeting during the log in or meeting time, please call the technical support number that will be posted on the virtual meeting log in page. Rules governing the conduct of the Special Meeting will be posted on the virtual meeting platform along with an agenda.

What am I being asked to vote on at the Special Meeting?

You are being asked to vote on the following proposals:

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to adopt the Merger Agreement Proposal;

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to approve, on an advisory (nonbinding) basis, the Compensation Proposal; and

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to approve the Adjournment Proposal.

Who is entitled to vote at the Special Meeting?

Maxar stockholders as of the Record Date of March 15, 2023 are entitled to notice of the Special Meeting and to vote at the Special Meeting. Each holder of shares of Maxar common stock shall be entitled to cast one vote on each matter properly brought before the Special Meeting for each such share owned at the close of business on the Record Date. Virtual attendance at the Special Meeting via the Special Meeting website is not required to vote.

How does the Merger Consideration compare to the market price of Maxar common stock prior to the announcement of the Merger Agreement?

The Merger Consideration of $53.00 per share represents a premium of approximately 129% over the

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closing price of Maxar common stock on December 15, 2022, the last full trading day prior to the announcement of the Merger Agreement, an approximately 135% premium to the 60-day volume-weighted average closing price of Maxar common stock prior to the announcement of the Merger Agreement, and a premium of approximately 34% over the highest price of Maxar common stock during the 52-week period ending on December 15, 2022, the last full trading day prior to the announcement of the Merger Agreement. The closing price of Maxar common stock on the NYSE on March 15, 2023, the most recent practicable date prior to the date of this proxy statement, was $50.82. You are encouraged to obtain current market prices of Maxar common stock in connection with voting your shares of Maxar common stock.

May I attend and vote at the Special Meeting?

All Maxar stockholders as of the Record Date may attend and vote at the Special Meeting.

Shares held directly in your name as a Maxar stockholder of record may be voted at the Special Meeting via the Special Meeting website. Shares held in “street name” may be voted at the Special Meeting via the Special Meeting website only if you obtain a legal proxy from your bank, broker or other nominee.

Even if you plan to attend the virtual Special Meeting, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”) so that your vote will be counted if you later decide not to or become unable to virtually attend the Special Meeting. If you attend the Special Meeting and vote thereat, your vote will revoke any proxy previously submitted.

What will I receive if the Merger is completed?

Upon completion of the Merger, you will be entitled to receive the Merger Consideration of $53.00 in cash, without interest, subject to any required tax withholding, for each share of Maxar common stock that you own (other than any Unconverted Shares) immediately prior to the Effective Time, unless you have properly and validly exercised (and do not withdraw) your appraisal rights in accordance with, and complied with, Section 262 of the DGCL. For example, if you own 100 shares of Maxar common stock, you will receive $5,300 in cash in exchange for your shares of Maxar common stock (other than any Unconverted Shares), without interest and less any applicable withholding taxes. Unconverted Shares means (a) certain shares of Maxar common stock held in the treasury of Maxar or owned, directly or indirectly, by Parent, Merger Sub or any wholly owned subsidiaries of Maxar (in each case, other than any such shares of Maxar common stock held in a fiduciary, representative or other capacity on behalf of third parties), in each case immediately prior to the Effective Time and (b) shares of Maxar common stock that are issued and outstanding immediately prior to the Effective Time and that are held by holders who have not voted in favor of the adoption of the Merger Agreement and who have properly and validly exercised (and not withdrawn) appraisal rights in accordance with, and who have complied with, Section 262 of the DGCL. If you are the holder of any outstanding Maxar RSUs, 2023 Employee RSUs, PSUs, DSUs or SARs immediately prior to the Effective Time, whether the award is vested or unvested, your award will be cancelled and exchanged for the right to receive a cash amount equal to the product of (x) the total number of shares of Maxar common stock subject to the award and (y) the Merger Consideration (and for SARs, less the exercise price per share of Maxar common stock subject to such SAR) (which we refer to as the “Cash Amount”), less any required tax withholding and deductions. For purposes of clause (x) in the immediately preceding sentence, the number of shares of common stock subject to a Maxar PSU will equal (i) for a PSU granted in 2020, 175% of the target number of shares of Maxar common stock covered by such PSU, (ii) for a PSU granted in 2021, 176% of the target number of shares of Maxar common stock covered by such PSU, and (iii) for a PSU granted in 2022, 184% of the target number of shares of Maxar common stock covered by such PSU. The payment of the Cash Amount in consideration of 33% of the number of shares of Maxar common stock covered by a 2023 Employee RSU will be made no later than 10 business days following the Closing Date, and the payment of the Cash Amount in consideration of 67% of the number of shares of Maxar common stock covered by a 2023 Employee RSU will be paid in two substantially equal installments on each of January 1, 2024, and January 1, 2025, subject to the holder’s continued

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employment with Maxar, the Surviving Corporation, or a subsidiary through the applicable payment date; provided that, if such holder experiences a termination without cause or for good reason, any unpaid amount will be paid to the holder within 30 days of such termination.

What are the material U.S. federal income tax consequences of the Merger?

The exchange of Maxar common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder who exchanges shares of Maxar common stock for cash in the Merger generally will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash that such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of Maxar common stock surrendered pursuant to the Merger by such U.S. Holder.

What will I receive for my SARs, RSUs, PSUs, or DSUs, as applicable, in the Merger?

The Merger Agreement provides that, at the Effective Time:

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RSUs, 2023 Employee RSUs, PSUs, DSUs and SARs that are outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive the Cash Amount equal to the product of (x) the total number of shares of Maxar common stock subject to such award and (y) the Merger Consideration (and for SARs, less the exercise price per share of Maxar common stock subject to such SAR), less any required tax withholding and deductions. For purposes of clause (x) in the immediately preceding sentence, the number of shares of common stock subject to a PSU will equal (i) for a PSU granted in 2020, 175% of the target number of shares of Maxar common stock covered by such PSU, (ii) for a PSU granted in 2021, 176% of the target number of shares of Maxar common stock covered by such PSU, and (iii) for a PSU granted in 2022, 184% of the target number of shares of Maxar common stock covered by such PSU.

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Payment of the Cash Amount in consideration of 67% of the number of shares of Maxar common stock covered by a 2023 Employee RSU will be paid in two substantially equal installments on each of January 1, 2024, and January 1, 2025, subject to the holder’s continued employment with Maxar, the Surviving Corporation, or a subsidiary through the applicable payment date (or earlier termination of employment without cause or for good reason), and payment of the Cash Amount in consideration of 33% of the number of shares of Maxar common stock covered by a 2023 Employee RSU will be paid no later than 10 business days following the Closing Date.

What vote is required to approve the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal?

The affirmative vote of the holders of a majority of the outstanding shares of Maxar common stock entitled to vote thereon is required to adopt the Merger Agreement. The affirmative vote of the holders of the shares of Maxar common stock representing a majority of the voting power present in person, or by remote communication, or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal is required to approve the Compensation Proposal. The affirmative vote of the holders of the shares of Maxar common stock representing a majority of the voting power present in person, or by remote communication, or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal is required for approval of the Adjournment Proposal.

If a quorum is present at the Special Meeting, the failure of any Maxar stockholder of record to: (a) submit a signed proxy card; (b) grant a proxy over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”); or (c) attend the Special Meeting will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal. If you hold your shares in “street name” and a

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quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares (resulting in “broker non-votes”) will have the same effect as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal. If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

What constitutes a quorum?

The holders of a majority of the shares of our common stock outstanding and entitled to vote present in person, or by remote communication, or represented by proxy will constitute a quorum at the Special Meeting. Because there were 75,549,337 shares of Maxar common stock outstanding and entitled to vote as of the Record Date, we will need holders of at least 37,774,669 shares present in person, or by remote communication, or represented by proxy at the Special Meeting to achieve a quorum.

What happens if the Merger is not completed?

If the Merger Agreement is not adopted by Maxar stockholders or if the Merger is not completed for any other reason, Maxar stockholders will not receive any payment for their shares of Maxar common stock. Instead, Maxar will remain an independent public company, Maxar common stock will continue to be listed and traded on the NYSE and the TSX and registered under the Exchange Act, and Maxar will continue to file periodic and other reports with the SEC and applicable Canadian securities regulators.

Under specified circumstances, Maxar will be required to pay Parent a termination fee of $124.5 million, upon the termination of the Merger Agreement, as described in the section of this proxy statement entitled “The Merger Agreement — Termination Fees.”

Why are Maxar stockholders being asked to cast an advisory (nonbinding) vote to approve the Compensation Proposal?

The Exchange Act and applicable SEC rules thereunder require Maxar to seek an advisory (nonbinding) vote with respect to certain payments that could become payable to its named executive officers in connection with the Merger.

What will happen if Maxar stockholders do not approve the Compensation Proposal at the Special Meeting?

Approval of the Compensation Proposal is not a condition to the completion of the Merger. The vote with respect to the Compensation Proposal is an advisory vote and will not be binding on Maxar. Therefore, if the approval of the Merger Agreement Proposal is obtained and the Merger is completed, the amounts payable under the Compensation Proposal will continue to be payable to Maxar’s named executive officers in accordance with the terms and conditions of the applicable agreements.

What do I need to do now?

You should carefully read and consider this entire proxy statement and the annexes to this proxy statement, including the Merger Agreement, along with all of the documents that we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. Then sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”), so that your shares can be voted at the Special Meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee to vote your shares.

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Should I surrender my certificates or book-entry shares now?

No. After the Merger is completed, the Paying Agent (as defined in the section of this proxy statement entitled “The Merger Agreement — Exchange and Payment Procedures”) will send each holder of record of an outstanding certificate a letter of transmittal and instructions that explain how to exchange shares of Maxar common stock represented by such holder’s certificates for the Merger Consideration. Also after the Merger is completed, the Paying Agent will send each holder of uncertificated shares represented by book entry the Merger Consideration for each such book-entry share upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request).

What happens if I sell or otherwise transfer my shares of Maxar common stock after the Record Date but before the Special Meeting?

The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the date the Merger is expected to be completed. If you sell or transfer your shares of Maxar common stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies Maxar in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is completed, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or otherwise transfer your shares of Maxar common stock after the Record Date, we encourage you to sign, date and return the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting”).

What is the difference between holding shares as a Maxar stockholder of record and holding shares in “street name” as a beneficial owner?

If your shares are registered directly in your name with our transfer agent, Computershare, you are considered to be the “stockholder of record” with respect to those shares. In this case, this proxy statement and your proxy card have been sent directly to you by Maxar.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Maxar common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the Maxar stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the virtual Special Meeting.

How may I vote?

If you are a Maxar stockholder of record (that is, if your shares of Maxar common stock are registered in your name with Computershare, our transfer agent), there are four ways to vote:

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Internet: Vote at www.proxyvote.com in advance of the Special Meeting. The Internet voting system is available 24 hours a day until 11:59 p.m. Eastern Time on April 18, 2023. Once you enter the Internet voting system, you can record and confirm (or change) your voting instructions.

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Telephone: Use the telephone number shown on your proxy card. The telephone voting system is available 24 hours a day in the United States until 11:59 p.m. Eastern Time on April 18, 2023. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.

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Mail: Mark your voting instructions on the card and sign, date and return it in the postage-paid envelope provided. For your mailed proxy card to be counted, we must receive it before 11:59 p.m. on April 18, 2023.

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At the Special Meeting: Shares held directly in your name as a Maxar stockholder of record may be voted at the Special Meeting via the Special Meeting website. Shares held in “street name” may be

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voted at the Special Meeting via the Special Meeting website only if you obtain a legal proxy from your bank, broker or other nominee.

If your shares of Maxar common stock are held “in street name” by a bank, broker or other nominee, the holder of your shares will provide you with a copy of this proxy statement, a voting instruction form and directions on how to provide voting instructions. These directions may allow you to vote over the Internet or by telephone.

Whether or not you plan to attend the virtual Special Meeting, we urge you to vote in advance by proxy to ensure your vote is counted. We encourage you to submit your proxy over the Internet or by telephone, both of which are convenient, cost-effective and reliable alternatives to returning a proxy card by mail. You may still attend the Special Meeting and vote thereat if you have already voted by proxy.

Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet by visiting the address on your proxy card or by telephone by calling the phone number on your proxy card, in each case, you may incur costs such as Internet access and telephone charges for which you will be responsible.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone.

What is a proxy?

A proxy is a Maxar stockholder’s legal designation of another person to vote shares owned by such Maxar stockholder on their behalf. If you are a Maxar stockholder of record, you can vote by proxy over the Internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. If you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

If a Maxar stockholder gives a proxy, how are the shares voted?

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the Internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

If my broker holds my shares in “street name,” will my broker vote my shares for me?

No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares. Without instructions, your shares will not be voted on such proposals, which will have the same effect as if you voted against the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal.

May I change my vote after I have mailed my signed and dated proxy card?

Yes. You can change or revoke your proxy before the Special Meeting in the manner described in this proxy statement. If you are the record holder of your shares, you may change or revoke your proxy by any of the following actions:

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Notifying our Corporate Secretary in writing at 1300 West 120th Avenue, Westminster, Colorado 80234;

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Signing and returning a later dated proxy card;

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Submitting a new proxy electronically via the Internet or by telephone; or

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Voting virtually at the Special Meeting. Please note that virtual attendance at the Special Meeting will not by itself constitute revocation of a proxy.

Any change to your proxy that is provided by telephone or the Internet must be submitted by 11:59 p.m. Eastern Time on April 18, 2023.

If you have any questions about how to vote or change your vote, you should contact our proxy solicitor:

GEORGESON LLC

1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Toll-Free: 888-613-9817
Email: Maxar@Georgeson.com

What should I do if I receive more than one set of voting materials?

This means you own shares of Maxar common stock that are registered under different names or are in more than one account. For example, you may own some shares directly as a Maxar stockholder of record and other shares through a broker, or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must vote, sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards that you receive in order to vote all of the shares you own. Each proxy card you receive comes with its own prepaid return envelope. If you submit your proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.

How many copies of this proxy statement and related voting materials should I receive if I share an address with another Maxar stockholder?

The SEC’s proxy rules permit companies and intermediaries, such as brokers, to satisfy delivery requirements for proxy statements with respect to two or more Maxar stockholders sharing the same address by delivering a single proxy statement to those Maxar stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for Maxar stockholders and cost savings for companies.

Maxar and some brokers may be householding our proxy materials by delivering a single set of proxy materials to multiple Maxar stockholders who request a copy and share an address, unless contrary instructions have been received from the affected Maxar stockholders. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker if your shares are held in a brokerage account or Maxar if you are a Maxar stockholder of record by making a request to our Corporate Secretary at 1300 West 120th Avenue, Westminster, Colorado 80234 or by calling our proxy solicitor, Georgeson LLC, at (888) 613-9817. In addition, Maxar will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement.

Where can I find the voting results of the Special Meeting?

The preliminary voting results for the Special Meeting are expected to be announced at the Special Meeting. In addition, within four business days following certification of the final voting results, Maxar will file the final voting results of the Special Meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.

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Who will solicit and pay the cost of soliciting proxies?

Maxar has engaged Georgeson LLC, which we refer to as “Georgeson,” 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. Maxar has agreed to indemnify Georgeson against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Maxar also may reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Maxar common stock. Maxar directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

When do you expect the Merger to be completed?

We currently expect to complete the Merger in mid-2023. However, the exact timing of completion of the Merger cannot be predicted because the Merger is subject to the closing conditions specified in the Merger Agreement and summarized in this proxy statement, many of which are outside of our control.

How can I obtain additional information about Maxar?

Maxar will provide copies of this proxy statement and any documents incorporated by reference herein (not including exhibits to the documents that are incorporated by reference unless such exhibits are specifically incorporated by reference into such documents) without charge to any Maxar stockholder who makes a request to our Corporate Secretary in writing at 1300 West 120th Avenue, Westminster, Colorado 80234 or by telephone at (303) 684-7660. The requested documents will be provided by first class mail or other similarly prompt means. Maxar’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and other SEC filings may also be accessed at https://sec.gov or on Maxar’s Investor website at http://investor.maxar.com. Maxar’s website address is provided as an inactive textual reference only. The information provided on or accessible through our website is not part of this proxy statement and is not incorporated in this proxy statement by this or any other reference to our website provided in this proxy statement.

Who can help answer my questions?

If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of Maxar common stock, please contact our proxy solicitor:

GEORGESON LLC

1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Toll-Free: 888-613-9817
Email: Maxar@Georgeson.com

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FORWARD-LOOKING STATEMENTS

This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Statements concerning general economic conditions, our financial condition, including our anticipated revenues, earnings, cash flows or other aspects of our operations or operating results, and our expectations or beliefs concerning future events, and any statements using words such as “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” or similar expressions, including the negative thereof, are forward-looking statements that involve certain factors, risks and uncertainties that could cause Maxar’s actual results to differ materially from those anticipated. Such factors, risks and uncertainties include:

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the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement between the parties to the proposed transaction;

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the failure to obtain approval of the proposed transaction from Maxar stockholders;

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the failure to obtain certain required regulatory approvals or the failure to satisfy any of the other closing conditions to the completion of the proposed transaction within the expected timeframes or at all;

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risks related to disruption of management’s attention from Maxar’s ongoing business operations due to the proposed transaction;

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the effect of the announcement of the proposed transaction on the ability of Maxar to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally;

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the ability of Maxar to meet expectations regarding the timing and completion of the transaction;

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the impacts resulting from the conflict in Ukraine or related geopolitical tensions;

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the impacts of the global COVID-19 pandemic or any other pandemics, epidemics or infectious disease outbreaks;

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Maxar’s ability to generate a sustainable order rate for the satellite and space manufacturing operations and develop new technologies to meet the needs of its customers or potential new customers;

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the impacts of any changes to the policies, priorities, regulations, mandates and funding levels of governmental entities;

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the impacts if Maxar’s programs fail to meet contractual requirements or its products contain defects or fail to operate in the expected manner;

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any significant disruption in or unauthorized access to Maxar’s computer systems or those of third parties that it utilizes in its operations, including those relating to cybersecurity or arising from cyber-attacks, and security threats could result in a loss or degradation of service, unauthorized disclosure of data, or theft or tampering of intellectual property;

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satellites are subject to construction and launch delays, launch failures, damage or destruction during launch;

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if Maxar satellites fail to operate as intended;

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the impacts of any loss of, or damage to, a satellite and any failure to obtain data or alternate sources of data for Maxar’s products;

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any interruption or failure of Maxar’s infrastructure or national infrastructure;

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Maxar’s business with various governmental entities is concentrated in a small number of primary contracts;

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Maxar operates in highly competitive industries and in various jurisdictions across the world;

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uncertain global macro-economic and political conditions;

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Maxar is a party to legal proceedings, investigations and other claims or disputes, which are costly to defend and, if determined adversely to it, could require it to pay fines or damages, undertake remedial measures or prevent it from taking certain actions;

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Maxar’s ability to attract, train and retain employees;

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any disruptions in U.S. government operations and funding;

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any changes in U.S. government policy regarding use of commercial data or space infrastructure providers, or material delay or cancellation of certain U.S. government programs;

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Maxar’s business involves significant risks and uncertainties that may not be covered by insurance;

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Maxar often relies on a single vendor or a limited number of vendors to provide certain key products or services;

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any disruptions in the supply of key raw materials or components and any difficulties in the supplier qualification process, as well as any increases in prices of raw materials;

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any changes in Maxar’s accounting estimates and assumptions;

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Maxar may be required to recognize impairment charges;

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Maxar’s business is capital intensive, and it may not be able to raise adequate capital to finance its business strategies, including funding future satellites, or to refinance or renew its debt financing arrangements, or it may be able to do so only on terms that significantly restrict its ability to operate its business;

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Maxar’s ability to obtain additional debt or equity financing or government grants to finance operating working capital requirements and growth initiatives may be limited or difficult to obtain;

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Maxar’s indebtedness and other contractual obligations;

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Maxar’s current financing arrangements contain certain restrictive covenants that impact its future operating and financial flexibility;

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Maxar’s actual operating results may differ significantly from its guidance;

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Maxar could be adversely impacted by actions of activist stockholders;

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the price of Maxar’s common stock has been volatile and may fluctuate substantially;

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Maxar’s operations in the U.S. government market are subject to significant regulatory risk;

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failure to comply with the requirements of the National Industrial Security Program Operating Manual could result in interruption, delay or suspension of Maxar’s ability to provide its products and services, and could result in loss of current and future business with the U.S. government;

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Maxar’s business is subject to various regulatory risks;

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any changes in tax law, in Maxar’s tax rates or in exposure to additional income tax liabilities or assessments;

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Maxar’s ability to use its U.S. federal and state net operating loss carryforwards and certain other tax attributes may be limited;

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Maxar’s operations are subject to governmental law and regulations relating to environmental matters, which may expose it to significant costs and liabilities; and

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the other risks listed from time to time in Maxar’s filings with the SEC.

For additional information concerning factors that could cause actual results and events to differ materially from those projected herein, please refer to Maxar’s Annual Report on Form 10-K for the year ended December 31, 2022 and to other documents filed by Maxar with the SEC, including recent Current Reports on Form 8-K and Quarterly Reports on Form 10-Q. Maxar is providing the information in this communication as of this date and assumes no obligation to update or revise the forward-looking statements in this communication because of new information, future events, or otherwise.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

The Special Meeting will held virtually via live webcast on April 19, 2023, beginning at 11:00 a.m. Mountain Time (unless the Special Meeting is adjourned or postponed). Maxar stockholders will be able to virtually attend and vote at the Special Meeting by visiting www.virtualshareholdermeeting.com/MAXR2023SM, which we refer to as the “Special Meeting website.”

Purpose of the Special Meeting

At the Special Meeting, we will ask Maxar stockholders to vote on proposals to: (a) adopt the Merger Agreement Proposal; (b) approve, on an advisory (nonbinding) basis, the Compensation Proposal; and (c) approve the Adjournment Proposal.

Record Date; Shares Entitled to Vote; Quorum

Only Maxar stockholders as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of Maxar stockholders entitled to vote at the Special Meeting will be available at our principal executive offices located at 1300 West 120th Avenue, Westminster, Colorado 80234, during regular business hours for a period of no less than 10 days before the Special Meeting, as well as on the Special Meeting website. If Maxar’s headquarters are closed during such period for health and safety reasons related to the COVID-19 pandemic, the list of Maxar stockholders will be made available for inspection upon request to our Corporate Secretary at 1300 West 120th Avenue, Westminster, Colorado 80234, subject to the satisfactory verification of Maxar stockholder status. The list will also be available electronically during the Special Meeting on the Special Meeting website. As of the Record Date, there were 75,549,337 shares of Maxar common stock outstanding and entitled to vote at the Special Meeting.

The presence, in person, or by remote communication, or represented by proxy, of the holders of a majority of the shares of Maxar common stock entitled to vote on the Record Date will constitute a quorum at the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned to solicit additional proxies.

Vote Required; Abstentions and Broker Non-Votes

Each Maxar stockholder shall be entitled to one vote for each share of Maxar common stock owned at the close of business on the Record Date.

The affirmative vote of the holders of a majority of the outstanding shares of Maxar common stock entitled to vote thereon is required to approve the Merger Agreement Proposal. As of the Record Date, 37,774,669 votes constitute a majority of the outstanding shares of Maxar common stock. Adoption of the Merger Agreement by Maxar stockholders is a condition to the consummation of the Merger.

The affirmative vote of the holders of the shares of Maxar common stock representing a majority of the voting power present in person, or by remote communication, or represented by proxy at the Special Meeting and entitled to vote on the Compensation Proposal is required to approve, on an advisory (nonbinding) basis, the Compensation Proposal.

The affirmative vote of the holders of the shares of Maxar common stock representing a majority of the voting power present in person, or by remote communication, or represented by proxy at the Special Meeting and entitled to vote on the Adjournment Proposal is required for approval of the Adjournment Proposal.

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Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal. If a quorum is present at the Special Meeting, for Maxar stockholders who attend the Special Meeting or are represented by proxy and abstain from voting, the abstention will have the same effect as if the Maxar stockholder voted “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal.

Each “broker non-vote” will also count as a vote “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will have no effect on the Compensation Proposal or the Adjournment Proposal. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. Maxar does not expect any broker non-votes at the Special Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered “routine,” whereas each of the proposals to be presented at the Special Meeting is considered “non-routine.” As a result, no broker will be permitted to vote your shares of Maxar common stock at the Special Meeting without receiving instructions. Failure to instruct your broker on how to vote your shares will have the same effect as a vote “AGAINST” the Merger Agreement Proposal.

Maxar is a reporting issuer in Canada. Multilateral Instrument 61-101 is not applicable to the Merger or other transactions contemplated by the Merger Agreement and related transaction documents as a result of Section 4.14 of National Instrument 71-102.

Stock Ownership and Interests of Certain Persons

Shares Held by Maxar’s Directors and Executive Officers

As of the Record Date, our executive officers and directors beneficially owned and were entitled to vote, in the aggregate, 1,932,583 shares of Maxar common stock, representing approximately 2.56% of the shares of Maxar common stock outstanding on the Record Date.

We currently expect that our executive officers and directors will vote all of their respective shares of Maxar common stock (1) “FOR” the Merger Agreement Proposal, (2) “FOR” the Compensation Proposal and (3) “FOR” the Adjournment Proposal.

Voting at the Special Meeting

You can vote at the virtual Special Meeting, which will be held on April 19, 2023, at 11:00 a.m. Mountain Time at www.virtualshareholdermeeting.com/MAXR2023SM (unless the Special Meeting is adjourned or postponed).

You may also authorize the persons named as proxies on the proxy card to vote your shares by returning the proxy card in advance by mail, over the Internet or by telephone. Although Maxar offers multiple voting methods, Maxar encourages you to vote over the Internet or by phone as Maxar believes they are the most cost-effective methods. We also recommend that you vote as soon as possible, even if you are planning to attend the Special Meeting, so that the vote count will not be delayed. Both the Internet and the telephone provide convenient, cost-effective and reliable alternatives to returning your proxy card by mail. If you choose to vote your shares over the Internet or by telephone, there is no need for you to submit your proxy card by mail.

To Vote Over the Internet:

Vote at www.proxyvote.com in advance of the Special Meeting. The Internet voting system is available 24 hours per day until 11:59 p.m. Eastern Time on April 18, 2023. Once you enter the Internet voting system, you can record and confirm (or change) your voting instructions.

To Vote by Telephone:

Use the telephone number shown on your proxy card. The telephone voting system is available 24 hours per day in the United States until 11:59 p.m. Eastern Time on April 18, 2023. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions.

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To Vote by Proxy Card:

If you received a proxy card, mark your voting instructions on the card and sign, date and return it in the postage-paid envelope provided. For your mailed proxy card to be counted, we must receive it before 11:59 p.m. Eastern Time on April 18, 2023.

All shares represented by properly signed and dated proxies received by the deadline indicated above will be voted at the Special Meeting in accordance with the instructions of the Maxar stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal. If you indicate on your proxy card that you wish to vote in favor of the Merger Agreement Proposal but do not indicate a choice on the Adjournment Proposal or the Compensation Proposal on a nonbinding advisory basis, your shares of Maxar common stock will be voted “FOR” each such proposal. Proxy cards that are returned without a signature will not be counted as present at the Special Meeting and cannot be voted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting using your control number, or, if you did not obtain a control number, contacting your bank, broker or other nominee to obtain a control number so that you may vote. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return your bank’s, broker’s or other nominee’s voting form, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote thereat, it will have the same effect as if you voted “AGAINST” the Merger Agreement Proposal but, assuming a quorum is present, will not have any effect on the Compensation Proposal or the Adjournment Proposal (so long as you do not attend the Special Meeting and abstain from voting on any given proposal, which would have the same effect as voting “AGAINST” the Merger Agreement Proposal, the Compensation Proposal and/or the Adjournment Proposal, as applicable).

Revocability of Proxies

Any proxy given by a Maxar stockholder may be revoked before the Special Meeting by doing any of the following:

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if a proxy was submitted by telephone or over the Internet, by submitting another proxy by telephone or over the Internet, in accordance with the instructions detailed in the section of this proxy statement entitled “The Special Meeting — Voting at the Special Meeting” at any time before the closing of the voting facilities at 11:59 p.m. Eastern Time on April 18, 2023;

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by submitting a properly signed and dated proxy card with a date later than the date of the previously submitted proxy relating to the same shares of Maxar common stock, provided such proxy card is received no later than 11:59 p.m. Eastern Time on April 18, 2023;

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by delivering a signed written notice of revocation bearing a date later than the date of the proxy to Maxar’s Corporate Secretary at 1300 West 120th Avenue, Westminster, Colorado 80234, stating that the proxy is revoked, provided such written notice is received no later than the close of business on April 18, 2023; or

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by attending the virtual Special Meeting and voting thereat (your attendance at the virtual Special Meeting will not, by itself, revoke your proxy).

If you hold your shares of Maxar common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the virtual Special Meeting with your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow Maxar stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

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Board of Directors’ Recommendation

The Board of Directors has unanimously: (a) determined that the Merger Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of Maxar and its stockholders; (b) approved the Merger Agreement and the transactions contemplated thereby, including the execution, delivery and performance of the Merger Agreement; (c) recommended that Maxar stockholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Maxar stockholders at the Special Meeting.

The Board of Directors unanimously recommends that you vote: (1) “FOR” the Merger Agreement Proposal; (2) “FOR” the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

Solicitation of Proxies

The Board of Directors is soliciting your proxy, and Maxar will bear the cost of soliciting proxies. Georgeson has been retained to assist with the solicitation of proxies. Georgeson will be paid approximately $20,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the Special Meeting. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of shares of Maxar common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses in accordance with SEC and NYSE regulations. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by Georgeson or, without additional compensation, by Maxar or Maxar’s directors, officers and employees.

Anticipated Date of Completion of the Merger

Assuming timely satisfaction of necessary closing conditions, including the approval by Maxar stockholders of the Merger Agreement Proposal, we currently anticipate that the Merger will be consummated in mid-2023.

Appraisal Rights

If the Merger is consummated, Maxar stockholders who continuously hold shares of Maxar common stock through the Effective Time, do not vote in favor of the adoption of the Merger Agreement and properly demand appraisal of their shares and do not withdraw their demands or otherwise lose their rights to seek appraisal will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. This means that Maxar stockholders who perfect their appraisal rights, do not thereafter withdraw their demand for appraisal, and follow the procedures in the manner prescribed by Section 262 of the DGCL may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of their shares of Maxar common stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest to be paid on the amount determined to be fair value, if any (or in certain circumstances described in further detail in the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — Appraisal Rights,” on the difference between the amount determined to be the fair value and the amount paid by the Surviving Corporation in the Merger to each Maxar stockholder entitled to appraisal prior to the entry of judgment in any appraisal proceeding). Due to the complexity of the appraisal process, Maxar stockholders who wish to seek appraisal of their shares are encouraged to review Section 262 of the DGCL carefully and to seek the advice of legal counsel with respect to the exercise of appraisal rights.

To exercise your appraisal rights, you must: (a) submit a written demand for appraisal to Maxar before the vote is taken on the adoption of the Merger Agreement; (b) not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement; (c) continue to hold your shares of Maxar common stock

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of record through the Effective Time; and (d) strictly comply with all other procedures for exercising appraisal rights under Section 262 of the DGCL. Your failure to follow exactly the procedures specified under Section 262 of the DGCL may result in the loss of your appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Merger unless certain stock ownership conditions are satisfied by the Maxar stockholders seeking appraisal. The DGCL requirements for exercising appraisal rights are described in further detail in the section of this proxy statement entitled “Proposal 1: Adoption of the Merger Agreement — Appraisal Rights,” which is qualified in its entirety by Section 262 of the DGCL, the relevant section of the DGCL regarding appraisal rights. A copy of Section 262 of the DGCL is reproduced and attached as Annex C to this proxy statement and incorporated herein by reference. If you hold your shares of Maxar common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee.

Delisting and Deregistration of Maxar Common Stock

If the Merger is completed, the shares of Maxar common stock will be delisted from the NYSE and the TSX and deregistered under the Exchange Act, and shares of Maxar common stock will no longer be publicly traded. We also expect Maxar will cease to be a reporting issuer in all of the provinces of Canada.

Other Matters

Pursuant to the DGCL and Maxar’s bylaws, only the matters set forth in the Notice of Special Meeting may be brought before the Special Meeting.

Householding of Special Meeting Materials

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more Maxar stockholders reside if we believe the stockholders are members of the same family. Each Maxar stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

If you would like to receive your own set of our disclosure documents, please contact us using the instructions set forth below. Similarly, if you share an address with another Maxar stockholder and together both of you would like to receive only a single set of our disclosure documents, please contact us using the instructions set forth below.

If you are a Maxar stockholder of record, you may contact us by writing to our Corporate Secretary at 1300 West 120th Avenue, Westminster, Colorado 80234 or by calling our proxy solicitor, Georgeson LLC, at (888) 613-9817. Eligible stockholders of record receiving multiple copies of this proxy statement can request householding by contacting us in the same manner. If a bank, broker or other nominee holds your shares, please contact your bank, broker or other nominee directly.

Questions and Additional Information

If you have any questions concerning the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of Maxar common stock, please contact our proxy solicitor:

GEORGESON LLC

1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Toll-Free: 888-613-9817
Email: Maxar@Georgeson.com

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because it contains important information about the Merger and how it affects you.

Parties Involved in the Merger

Maxar Technologies Inc.
1300 West 120th Avenue
Westminster, Colorado 80234

Galileo Parent, Inc.
c/o Advent International Corporation
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199

Galileo Bidco, Inc.
c/o Advent International Corporation
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199

Galileo Topco, Inc.
c/o Advent International Corporation
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199

Parent, Merger Sub and Preferred Equity Issuer are each affiliated with the Sponsors. Advent, based in Boston, MA, is a leading global private equity firm, focused on partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies in five core sectors, including business and financial services; health care; industrial; retail, consumer and leisure; and technology (including investments in defense, security and cybersecurity as well as critical national infrastructure). BCI is amongst

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the largest institutional investors in Canada and is invested in fixed income and private debt, public and private equity, infrastructure and renewable resources, as well as real estate equity and real estate debt. BCI’s private equity program actively manages a global portfolio of privately-held companies in the business services, consumer, financial services, healthcare, industrials, and technology, media and telecommunications sectors. At the Effective Time, the Surviving Corporation will be indirectly owned by the Sponsors and certain of their affiliates.

Effect of the Merger

On the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub will merge with and into Maxar, the separate corporate existence of Merger Sub will cease and Maxar will continue its corporate existence under the DGCL as the Surviving Corporation. As a result of the Merger, Maxar will become a wholly owned subsidiary of Parent, and Maxar common stock will no longer be publicly traded and will be delisted from the NYSE and the TSX. In addition, Maxar common stock will be deregistered under the Exchange Act, and Maxar will no longer file periodic or other reports with the SEC or applicable Canadian securities regulators. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation, subject to your appraisal rights (see the section of this proxy statement entitled “— Appraisal Rights”).

The Effective Time will occur at such time as the certificate of merger with respect to the Merger has been duly filed with the Secretary of State of the State of Delaware or at such later date or time as may be mutually agreed by Maxar and Merger Sub and specified in the certificate of merger in accordance with the DGCL.

Effect on Maxar If the Merger Is Not Completed

If the Merger Agreement is not adopted by Maxar stockholders, or if the Merger is not completed for any other reason:

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Maxar stockholders will not be entitled to, nor will they receive, any payment for their respective shares of Maxar common stock pursuant to the Merger Agreement;

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under specified circumstances, Maxar will be required to pay Parent a termination fee of $124.5 million, upon the termination of the Merger Agreement, as described in the section of this proxy statement entitled “The Merger Agreement — Termination Fees.”

Merger Consideration

Maxar Common Stock

At the Effective Time, by virtue of the Merger and without any action on the part of Maxar, Parent, Merger Sub, Preferred Equity Issuer or the holders of any securities of Maxar or Merger Sub, each share of Maxar common stock (other than the Unconverted Shares) issued and outstanding immediately prior to the Effective Time will be converted automatically into the right to receive the Merger Consideration of $53.00 in cash, without interest, subject to any required tax withholding.

After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of Maxar common stock that you own (other than any Unconverted Shares) immediately prior to the Effective Time (subject to any required tax withholding), but you will no longer have any rights as a Maxar stockholder (except that Maxar stockholders who properly and validly exercise and do not withdraw their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by the DGCL). For more information, please see the section of this proxy statement entitled “— Appraisal Rights.”

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Treatment of Maxar Equity Awards

Maxar SARs

Each Maxar SAR that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive a cash payment equal to the product of (1) the total number of shares of Maxar common stock subject to such Maxar SAR as of immediately prior to the Effective Time and (2) the excess, if any, of the Merger Consideration over the applicable exercise price per share of Maxar common stock subject to such Maxar SAR as of the Effective Time.

Maxar PSU and RSUs

Each Maxar RSU, PSU and DSU that is outstanding as of immediately prior to the Effective Time, excluding any 2023 Employee RSUs, whether vested or unvested, will be cancelled and converted into the right to receive a cash payment equal to the product of (1) the number of shares of Maxar common stock subject to the respective award as of immediately prior to the Effective Time and (2) the Merger Consideration. For purposes of clause (1) of the immediately preceding sentence, the number of shares of common stock subject to a Maxar PSU will equal (i) for a Maxar PSU granted in 2020, 175% of the target number of shares of Maxar common stock covered by such Maxar PSU, (ii) for a Maxar PSU granted in 2021, 176% of the target number of shares of Maxar common stock covered by such Maxar PSU, and (iii) for a Maxar PSU granted in 2022, 184% of the target number of shares of Maxar common stock covered by such Maxar PSU.

2023 Employee RSUs

For each 2023 Employee RSU, 33% of the number of shares covered by such 2023 Employee RSU that are outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive a cash payment equal to the product of (1) 33% of the number of shares of Maxar common stock subject to such 2023 Employee RSU as of immediately prior to the Effective Time and (2) the Merger Consideration, with such payment to be made no later than 10 business days following the Closing Date. The remaining portion of shares covered by such 2023 Employee RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive a cash payment equal to the product of (1) the remaining portion of shares of Maxar common stock subject to such 2023 Employee RSU as of immediately prior to the Effective Time and (2) the Merger Consideration, with such payment to be made in two substantially equal installments on each of January 1, 2024, and January 1, 2025, subject to the holder’s continued employment with Maxar, the Surviving Corporation, or a subsidiary through the applicable payment date; provided that, if such holder experiences a termination of employment without cause or for good reason, any unpaid amount will be paid to the holder within 30 days of such termination.

Employee Stock Purchase Plan

No new offering period will commence following December 15, 2022, under the 2019 Employee Share Purchase Plan (the “ESPP”). The ESPP will terminate immediately prior to the Effective Time. With respect to any contributions accumulated under the ESPP pursuant to an offering period in effect as of December 15, 2022, participant’s options to purchase Maxar common stock will be exercised automatically on the earlier to the occur of (i) the last day of the offering period and (ii) three business days prior to the Effective Time, unless participant earlier withdraws from the offering period. Following December 15, 2022, individuals may not increase their contributions to the ESPP or make separate non-payroll contributions to the ESPP. Shares purchased under the ESPP that remain outstanding immediately prior to the Effective Time will be eligible to receive the Merger Consideration provided to holders of Maxar common stock.

Background of the Merger

As part of Maxar’s ongoing consideration and evaluation of its long-term strategic goals and plans, the Board of Directors and Maxar’s management periodically review, consider and assess Maxar’s operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. This review includes, among other matters, the consideration of potential opportunities for business

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combinations, acquisitions and other financial and strategic alternatives, as compared to the benefits and risks of continued operation as a standalone company, and have sometimes included outside financial and legal advisors.

On May 16, 2022, a representative of Advent contacted General Howell M. Estes, III, Chairman of the Board of Directors, regarding Advent’s potential interest in Maxar. Later that day, representatives of Advent emailed Daniel L. Jablonsky, Maxar’s Chief Executive Officer and indicated that representatives of Advent would be in Colorado later that month and that they would like to meet with Mr. Jablonsky and other members of Maxar’s management to discuss their view of Maxar’s future business prospects and other potential opportunities. Following such communication, Maxar’s then-Chief Strategy Officer (the “CSO”) agreed to meet by videoconference with representatives of Advent to discuss such matters.

On May 26, 2022, representatives of Advent met with the CSO by videoconference and provided background information with respect to Advent and defense and aerospace companies in which Advent had invested or that Advent had acquired, including Cobham Limited and Ultra Electronics. Representatives of Advent explained that they believed that Maxar was well positioned for future success and that Advent was confident in Maxar’s future business prospects. The substance of this meeting was relayed by the CSO to Mr. Jablonsky and other members of Maxar’s management team.

On May 27, 2022, representatives of Advent sent an email to Mr. Jablonsky stating that they had enjoyed their meeting with Maxar, and that they would like to open up a dialogue between Advent and Maxar about ways in which Advent might be helpful to Maxar in the future. They also requested a follow up meeting with Maxar in which Mr. Jablonsky would participate. In this email, representatives of Advent did not provide a specific agenda or proposal with respect to which they intended to discuss or propose during such a meeting, and Mr. Jablonsky did not schedule a meeting with Advent following the May 27, 2022 email.

On June 15, 2022, representatives of Advent emailed Mr. Jablonsky a letter (the “June 15 Letter”), addressed to Mr. Jablonsky and General Estes. The June 15 Letter contained a nonbinding indication of interest for Advent to acquire all of the outstanding shares of Maxar common stock at a value of $48 per share in cash. The June 15 Letter noted, among other things, that Advent’s proposal was subject to the satisfactory completion of confirmatory due diligence (supplementary to Advent’s already-completed outside-in diligence) as well as the negotiation and execution of a merger agreement and other related documentation, and attached as an exhibit a due diligence request list. The June 15 Letter also noted that the transaction would not be subject to a financing condition. Promptly following receipt of the June 15 Letter, Mr. Jablonsky shared it with the Board of Directors.

On June 17, 2022, Mr. Jablonsky emailed representatives of Advent a letter confirming receipt of the June 15 Letter, stating that the June 15 Letter had been shared with the Board of Directors, and that the Board of Directors would review the proposal contained in the June 15 Letter carefully, with the assistance of Maxar’s financial and legal advisors. Mr. Jablonsky’s letter stated that he would respond to the proposal in the June 15 Letter after the Board of Directors had the opportunity to review and consider the proposal.

Following receipt of the June 15 Letter, based upon discussions with General Estes and other independent directors, Mr. Jablonsky and Maxar’s management determined that it would be advisable for Maxar to retain a financial advisor to aid Maxar’s management and the Board of Directors in evaluating the proposal contained in the June 15 Letter. Between June 15, 2022 and July 28, 2022, members of Maxar’s management met with several candidates, and determined to explore retaining J.P. Morgan as financial advisor to Maxar in connection with its consideration of the June 15 Letter. J.P. Morgan was selected based on its qualifications, expertise and reputation in the aerospace and defense sectors, and its knowledge of the business and affairs of Maxar.

On July 6, 2022, representatives of Advent contacted members of Maxar’s management team to inquire about a response to the June 15 Letter. On July 8, 2022, members of Maxar’s management team reiterated the sentiments expressed in Mr. Jablonsky’s June 17, 2022 letter: that Maxar would respond to the June 15 Letter once the Board of Directors had carefully reviewed and considered the proposal contained therein.

On July 28, 2022, the Board of Directors held a regularly scheduled, in-person meeting in Westminster, Colorado, during which members of Maxar’s management, representatives of Maxar’s financial advisor,

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J.P. Morgan, and representatives of Maxar’s legal counsel, Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”) participated. Additionally, representatives of Milbank LLP (“Milbank”), regulatory counsel to Maxar, participated in the meeting telephonically. At the meeting, Mr. Jablonsky described Maxar’s contacts with Advent, including the May 26, 2022 meeting and the June 15 Letter and the proposal contained therein. A representative of Wachtell Lipton provided an overview of the Board of Directors’ fiduciary duties under Delaware law in the context of the consideration of a proposal to acquire Maxar. Representatives of J.P. Morgan provided an overview of the current market landscape based on publicly available information and Maxar’s historical performance based on publicly available information and information provided by Maxar’s management. Additionally, representatives of J.P. Morgan reviewed with the Board of Directors J.P. Morgan’s preliminary financial analysis of the proposal contained in the June 15 Letter, based on the July 2022 Base Case Forecast. The representatives of J.P. Morgan also discussed various precedent transactions, including recent leveraged buyout transactions by private equity sponsors, the state of the U.S. leveraged financing market and the difficulties facing that market at that time, and addressed the potential impact such difficulties could have on Advent’s ability to obtain financing in connection with a potential transaction, and other public market considerations. Additionally, representatives of Wachtell Lipton and Milbank reviewed the likely regulatory approvals that would be required to consummate a transaction with Advent, as well as the feasibility and likely timing of such approvals.

Following the presentations by Maxar’s advisors, the Board of Directors discussed the June 15 Letter and how best to proceed with respect to the proposal contained therein. In particular, the Board of Directors discussed (i) the possibility that undertaking any potential transaction could result in significant distraction and diversion of management’s time and efforts away from the execution of Maxar’s strategic priorities, including the successful deployment of the WorldView Legion program, (ii) the state of the U.S. leveraged financing market and whether the proposal contained in the June 15 Letter was likely to be actionable in light of the then-current market conditions, (iii) the likelihood that Advent and its potential financing sources would agree to be required to complete any potential transaction in the event that the WorldView Legion program was not successful, and the significant negative impact on Maxar and its stockholders that would likely arise from a failed transaction, and (iv) the valuation of Maxar that could be achieved upon the successful execution of Maxar’s business plan relative to the consideration proposed in the June 15 Letter, including risks related to Maxar’s ability to execute successfully on its business plan and the likely impact that certain adverse changes to the business plan would have. In light of these and other considerations discussed among members of the Board of Directors and Maxar’s management, the Board of Directors unanimously determined that further engagement with Advent with respect to Advent’s June 15 Letter was not warranted at the time. The Board of Directors directed members of Maxar’s management to inform Advent of the Board of Directors’ decision.

Additionally, following the July 28, 2022 meeting, the Board of Directors determined that Maxar should retain J.P. Morgan as Maxar’s financial advisor in connection with Maxar’s consideration of Advent’s proposal and related matters.

On August 1, 2022, Mr. Jablonsky emailed a letter (the “August 1 Letter”) to representatives of Advent that responded to the June 15 Letter. The August 1 Letter stated that the Board of Directors had carefully reviewed and considered the June 15 Letter, with the assistance of Maxar’s financial and legal advisors, and had unanimously determined that the proposal contained in the June 15 Letter did not provide a basis for further discussions at that time, and that the Board of Directors believed that it was in the best interest of Maxar and its stockholders for the company to remain focused on the execution of its business plan and, in particular, the successful deployment of the WorldView Legion program.

On August 22, 2022, representatives of Advent emailed Mr. Jablonsky a letter (the “August 22 Letter”) addressed to Mr. Jablonsky and General Estes. The August 22 Letter contained an updated nonbinding proposal for Advent to acquire all of the outstanding shares of Maxar common stock at a value of $50 per share in cash. Additionally, the August 22 Letter reiterated Advent’s request for additional confirmatory due diligence information, stating if Advent were allowed access to certain due diligence information, Advent could be in a position to either reaffirm or increase the value of its proposal. Promptly following receipt of the August 22 Letter, Mr. Jablonsky shared it with the Board of Directors. Mr. Jablonsky also confirmed to representatives of Advent that he had received the August 22 Letter.

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On August 29, 2022, representatives of Advent sent an email to Mr. Jablonsky to inquire as to the status of Maxar’s response to the August 22 Letter and request an in person meeting in the coming weeks with Mr. Jablonsky.

Mr. Jablonsky discussed the August 22 Letter and Advent’s August 29, 2022 email with General Estes and other members of the Board of Directors, as well as members of Maxar management and representatives of J.P. Morgan and Wachtell Lipton. These conversations included discussions of the reasons why the Board of Directors had instructed Mr. Jablonsky to inform Advent following the Board of Directors’ July 28, 2022 meeting that the June 15 Letter did not warrant further discussion, including, in particular, the possibility that undertaking any potential transaction process could result in significant distraction and diversion of management’s time and efforts away from the execution of Maxar’s strategic priorities, including the successful deployment of the WorldView Legion program and the likelihood that Advent and its potential financing sources would agree to complete any potential transaction in the event that the WorldView Legion program was not successful, and the significant negative impact on Maxar and its stockholders that would likely arise from a failed transaction. During these conversations and others, it was noted that Advent’s new proposal did not address whether a proposed transaction and any committed financing in connection therewith would be subject to the successful deployment of the WorldView Legion program, and members of the Board of Directors expressed the view that Maxar’s response to the August 22 Letter and Advent’s August 29, 2022 email did not warrant a different response than the June 15 Letter.

Following these conversations, on September 6, 2022, Mr. Jablonsky emailed a letter (the “September 6 Letter”) to representatives of Advent, which stated that the Board of Directors had determined that the proposal contained in the August 22 Letter did not provide a basis for further discussion. The September 6 Letter also noted that, consistent with its fiduciary duties, the Board of Directors continually assesses opportunities to enhance Maxar stockholder value, and that following the deployment of the WorldView Legion program, engagement with respect to a potential transaction might be fruitful.

Additionally, following Mr. Jablonsky’s transmission of the September 6 Letter, members of Maxar’s management instructed J.P. Morgan to inform Advent that J.P. Morgan was acting as Maxar’s financial advisor, and to explain to Advent that the September 6 Letter had advised that continued engagement following the deployment of Maxar’s WorldView Legion program might be more fruitful because of the possibility that undertaking any potential transaction at the current time could result in significant distraction and diversion of management’s time and efforts away from the execution of Maxar’s strategic priorities, including the successful deployment of the WorldView Legion program, and the Board of Directors’ concern that Advent and its potential financing sources would not agree to be required to complete any potential transaction in the event that the WorldView Legion program was not successful. During these discussions, representatives of Advent explained to representatives of J.P. Morgan that Advent’s proposal was not conditioned upon the successful deployment of the WorldView Legion program. Acting at the instruction of members of Maxar management, J.P. Morgan asked Advent to provide greater clarity in writing regarding its commitment to accept the risk that the WorldView Legion program would not be successful in a potential transaction.

On September 12, 2022, during the course of a conversation at an international trade conference, the Chief Executive Officer of Party A informed Mr. Jablonsky that Party A had long admired Maxar, and that Party A might be interested in pursuing a strategic transaction with Maxar, but would not be prepared to discuss any such transaction for a period of six to nine months. Mr. Jablonsky informed the Chief Executive Officer of Party A that Party A should contact Mr. Jablonsky if Party A had a proposal or strategic transaction that Party A wished to discuss with Maxar. Mr. Jablonsky promptly informed the Board of Directors of his conversation with the Chief Executive Officer of Party A. Since the September 12, 2022 conversation, representatives of Party A have not made any such proposal.

On September 19, 2022, representatives of Advent emailed Mr. Jablonsky a letter (the “September 19 Letter”) addressed to Mr. Jablonsky and General Estes. The September 19 Letter stated that its purpose was to clarify that Advent’s proposal was not conditioned upon the successful deployment of the WorldView Legion program. Mr. Jablonsky promptly shared the September 19 Letter with the Board of Directors following its receipt.

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Following receipt of the September 19 Letter, Mr. Jablonsky engaged in discussions with General Estes, other members of Maxar’s management and representatives of each of J.P. Morgan and Wachtell Lipton. Among other things, these discussions focused on (i) the need for greater clarity with respect to the extent of Advent’s commitment regarding its proposal not being conditioned on the successful deployment of the WorldView Legion satellite program, including how such assurances would be documented in the definitive documentation for a potential transaction, (ii) the challenging state of the U.S. leveraged financing market, and the concern that potential financing sources might not agree to provide a potential purchaser with committed financing in a transaction where the purchaser had assumed the risk related to the successful deployment of the WorldView Legion satellite program, and (iii) the other matters considered by the Board of Directors at its July 28, 2022 meeting. Following such discussions, members of Maxar’s management instructed J.P. Morgan to communicate to Advent the need for greater specificity with respect to the matters addressed in the September 19 Letter, as well as the need for Advent to reaffirm its $50 per share price. Representatives of J.P. Morgan promptly communicated these messages to Advent.

On September 30, 2022, representatives of Advent emailed to Mr. Jablonsky a letter (the “September 30 Letter”). The September 30 Letter stated that Advent appreciated the feedback it had received from representatives of J.P. Morgan with respect to the September 19 Letter, and sought to clarify the meaning of Advent’s statement that Advent’s proposal was not conditioned upon the successful deployment of the WorldView Legion program. Specifically, the September 30 Letter stated that: (i) any transaction agreement would be structured such that Advent would bear 100% of the risk related to any potential failure of the WorldView Legion program to perform (launch, deployment, post-launch functionality, etc.), such that the failure of the WorldView Legion program to perform would have no bearing on Advent’s obligation to consummate the proposed transaction, or affect the purchase price, (ii) such transaction agreement would expressly exclude WorldView Legion-related risks impacting the future performance of the WorldView Legion program from any “material adverse effect” definition and closing conditions in such agreement, and would also not include bring-down tests linked to WorldView Legion program-related representations and warranties, and (iii) Advent’s potential financing sources had agreed to the framework identified in clauses (i) and (ii) of this paragraph. Additionally, the September 30 Letter included the $50 price per share that Advent had included in the August 22 Letter. Mr. Jablonsky promptly shared the September 30 Letter with the Board of Directors following its receipt.

On October 12, 2022, the Board of Directors held a meeting by videoconference, during which members of Maxar’s senior management, representatives of J.P. Morgan and representatives of Wachtell Lipton were present. Mr. Jablonsky explained that the purpose of the meeting was for the Board of Directors to discuss the updated proposal from Advent to acquire Maxar for $50 per share in cash contained in the August 22 Letter, as supplemented by the September 19 Letter and the September 30 Letter. A representative of Wachtell Lipton discussed legal matters, including the Board of Directors’ fiduciary duties under Delaware law in the context of the consideration of Advent’s proposal. Additionally, members of Maxar’s management and of J.P. Morgan reviewed with the Board of Directors the July 2022 Base Case Forecast, as well as the October 2022 Satellite Loss Case Forecast, which had been prepared by Maxar’s management to analyze the long-term financial impact of the potential loss or failure of satellites, including satellites that are to be part of the WorldView Legion satellite program, as more fully described in the section of this proxy statement entitled “— Certain Financial Projections.” Representatives of J.P. Morgan then reviewed with the Board of Directors their preliminary financial analysis of the proposal contained in the August 22 Letter. The representatives of J.P. Morgan also discussed various precedent transactions, including recent leveraged buyout transactions by private equity sponsors, the state of the U.S. leveraged financing market and the difficulties facing that market at present, including the potential impact such difficulties could have on Advent’s ability to obtain financing in connection with a potential transaction, and other public market considerations.

Following this discussion, members of the Board of Directors further discussed the proposal and potential responses, including in the context of Maxar’s standalone plan, as well as potential short- and long-term execution and strategic risks to Maxar’s long-range financial plan on a standalone basis. In particular, members of the Board of Directors discussed (i) that Advent’s $50 per share proposal represented approximately a 96% premium to the closing price of Maxar common stock on August 19, 2022, as well as an approximately 173% premium to the closing price of Maxar common stock on September 29, 2022, the day prior to the September 30 Letter, (ii) the statements contained in the September 19 Letter and the

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September 30 Letter with respect to Advent’s acceptance of risks related to the WorldView Legion program in a potential transaction, (iii) the intensive efforts required of Maxar and its management to successfully execute on Maxar’s strategic priorities, including making the WorldView Legion program a success, and the distraction that could result from engaging with Advent or other potential acquirers with respect to a potential transaction, along with the fact that there would be no guarantee that Maxar would reach final agreement with respect to such a transaction, even one that shifted the risk related to the deployment of the WorldView Legion program to the purchaser, and (iv) the challenging state of the U.S. leveraged financing market, and the Board of Directors’ assessment that it might be challenging for Advent to secure committed financing for a potential transaction. The Board of Directors also discussed, including with representatives of Wachtell Lipton and J.P. Morgan, whether it would be advisable to contact other potential bidders, including in the context of an auction, before engaging discussions with Advent. As part of such discussions, the Board of Directors also considered concerns that such a process could result in additional distraction and diversion of management’s time and efforts away from the execution of Maxar’s strategic priorities, including the successful deployment of the Worldview Legion program, and that such a process could also result in market leaks and rumors regarding a potential transaction, which could disrupt Maxar’s business relationships and risk employee turnover, as well as lead to turnover in Maxar’s stockholder base and potential stock price volatility. Additionally, the members of the Board of Directors discussed whether it would be in the best interest of Maxar and its stockholders to permit Advent to perform a limited amount of confirmatory commercial due diligence, in order to evaluate whether Advent’s proposal to acquire Maxar and to obtain the committed financing required in connection therewith, was executable, while also minimizing the distraction to members of management as they continued to execute on Maxar’s strategic priorities, including preparing for the deployment of the WorldView Legion program. Following discussion of these and other considerations among members of the Board of Directors, Maxar’s management and Maxar’s financial and legal advisors, the Board of Directors did not reach a conclusion with respect to any further engagement with Advent, but determined to meet again to continue its discussion.

On October 16, 2022, the Board of Directors held a meeting by videoconference, during which members of Maxar’s senior management, representatives of J.P. Morgan and representatives of Wachtell Lipton were present. Mr. Jablonsky explained that the purpose of the meeting was for the Board of Directors to continue its discussion of Advent’s proposal to acquire Maxar for $50 per share in cash contained in the August 22 Letter, as supplemented by the September 19 Letter and the September 30 Letter. A representative of Wachtell Lipton discussed certain legal matters, including the Board of Directors’ fiduciary duties under Delaware law in the context of the consideration of Advent’s proposal. Additionally, representatives of J.P. Morgan discussed in greater detail the state of the U.S. leveraged finance market, including that some transactions continued to be completed notwithstanding the generally challenging financing environment, noting that direct lenders had played a more prominent role in acquisition financings in recent months, and that Advent had expressed an interest in working with direct lenders in connection with the financing of a proposed transaction with Maxar.

Following this discussion, members of the Board of Directors discussed whether or not the proposal from Advent was credible, including based on Advent’s prior diligence evaluation that Advent noted in its prior letters that it had completed, Advent’s efforts to engage with potential financing sources and its willingness to bear the risk with respect to the WorldView Legion program between the signing and closing of any transaction. Members of Maxar’s senior management then discussed with the Board of Directors their views with respect to the possibility of a transaction with Advent, and their opinion on the views of Maxar’s stockholders with respect to such a transaction. The Board of Directors discussed a framework for potential limited engagement with Advent with respect to a potential transaction, noting that at any time Maxar would have the opportunity to immediately terminate discussions with Advent should it become clear that Advent would not be able to provide a fully financed transaction with a customary degree of transaction certainty, or if the Board of Directors determined that it was in the best interests of Maxar and its stockholders to do so. Members of the Board of Directors discussed this framework and, after considering the factors discussed at both of the October 12, 2022 and October 16, 2022 meetings of the Board of Directors, instructed management to proceed with providing a limited amount of business diligence to Advent, with instructions to Advent that, prior to the Thanksgiving holiday on November 24, 2022, Advent would be required to deliver a revised proposal to Maxar including, in particular, documentation and other assurance to support the availability of committed financing to Advent for a proposed transaction at a price of at least $50 per share.

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Following this determination, representatives of J.P. Morgan contacted representatives of Advent to explain the proposed framework. Additionally, between October 17, 2022 and October 19, 2022, Maxar and Advent negotiated the terms of a confidentiality agreement, with representatives of Wachtell Lipton and Advent’s legal counsel, Weil, Gotshal & Manges LLP (“Weil”), participating in such negotiations. On October 19, 2022, Maxar and Advent entered into the confidentiality agreement, which included a customary standstill provision and a list of permitted financing sources, including BCI. In connection with the entry of the confidentiality agreement, representatives of Advent shared with Maxar and its advisors a due diligence request list containing items that Advent stated it required in order to submit the proposal contemplated by Maxar’s proposed framework.

On October 25 and 26, 2022, the Board of Directors held regularly scheduled, in-person meetings in Westminster, Colorado. During these meetings, Mr. Jablonsky provided an update of the discussions with Advent, including that Mr. Jablonsky and other members of Maxar’s senior management had scheduled a meeting with representatives of Advent in Colorado for October 28, 2022. Additionally, on October 26, 2022, members of Maxar’s senior management reviewed with the Board of Directors the October 2022 Base Case Forecast, which had been prepared by Maxar’s management in the ordinary course to (i) reflect, among other updates, Maxar’s actual financial results for the period since the July 2022 Base Case Forecast had been prepared, and (ii) incorporate management’s projected results for the fiscal year ending December 31, 2027, as more fully described in the section of this proxy statement entitled “— Certain Financial Projections.”

On October 27, 2022, Maxar began uploading due diligence materials to a confidential data room hosted by Intralinks (the “Data Room”). Representatives of Advent received access to the Data Room shortly thereafter.

On October 28, 2022, members of Maxar’s management met in person with representatives of Advent and of certain potential financing sources with whom Maxar had given its prior written consent for Advent to share Maxar’s confidential information in Colorado, including BCI. At this meeting, management of Maxar provided representatives of Advent with additional information regarding Maxar’s business, potential areas of value and Maxar’s management’s view of Maxar’s future prospects as a standalone company. Additionally, Maxar’s management and representatives of Advent and of the potential financing sources held multiple business diligence meetings by videoconference during the weeks of November 7, 2022 and November 14, 2022. Additionally, during this time, Maxar made available additional confidential business diligence information to Advent and its representatives, as well as to the potential financing sources.

On November 2, 2022, representatives of Advent emailed Mr. Jablonsky a letter (the “November 2 Letter”) addressed to Mr. Jablonsky stating that they appreciated the opportunity to meet with Mr. Jablonsky and members of Maxar’s management in Colorado during the management presentation on October 28, 2022. The November 2 Letter also stated that Advent continued to be very interested in pursuing an acquisition of Maxar at $50 per share, and would look to improve on the $50 per share price, as outlined in Advent’s August 22 Letter. Additionally, the November 2 Letter stated that Advent and the potential financing sources anticipated submitting an updated proposal with draft documentation related to the committed financing prior to the Thanksgiving holiday as contemplated by the framework proposed by Maxar. The November 2 Letter also requested that Maxar consent to provide confidential information to a limited number of additional potential financing sources, including additional direct lenders, in order to increase the certainty of any committed financing, and potentially improve its terms. Mr. Jablonsky promptly shared the November 2 Letter with the Board of Directors following its receipt. Additionally, Maxar provided its consent for Advent to share confidential information with a limited number of additional potential financing sources.

On November 11, 2022, a representative of a global investment bank placed a telephone call to Mr. Jablonsky. The representative of the global investment bank informed Mr. Jablonsky that he was calling on behalf of a client that might be interested in a potential strategic transaction with Maxar, and that he was calling to gauge Maxar’s interest in such a transaction. The representative of the global investment bank, however, declined to identify his client to Mr. Jablonsky. Mr. Jablonsky informed the representative that Maxar continually assesses opportunities to enhance Maxar stockholder value, and that if the representative’s client had a proposal for Maxar and the Board of Directors to consider, then the representative’s client should contact Mr. Jablonsky. Mr. Jablonsky promptly informed the Board of Directors of his conversation with the representative of the global investment bank.

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On November 22, 2022, Maxar filed a Current Report on Form 8-K (the “EchoStar 8-K”) disclosing that Maxar had entered into an amendment to its contract (such amendment, the “EchoStar Amendment” and such contract, the “EchoStar Contract”) with an affiliate of EchoStar Corporation (“EchoStar”) related to the delay of the shipment of the JUPITER 3 satellite, following EchoStar having communicated its intention to Maxar to terminate its contract with Maxar as a result of the delay and demand return of all monies paid by EchoStar to Maxar. Additionally, the EchoStar 8-K also disclosed the anticipated financial impact of the amendment on Maxar’s guidance, including that (i) there will be no change to Maxar’s 2022 free cash flow guidance, (ii) there will be a $65 million reduction in revenue and Adjusted EBITDA in 2022, (iii) there will be an approximately $20 million reduction in free cash flow in 2023 related primarily to the forgone payments from EchoStar, and (iv) there would be up to an estimated $30 to $40 million reduction in free cash flow in 2023 attributable to the purchase of goods and/or services pursuant to a certain separate commercial agreement entered into between Maxar and EchoStar, as amended. In response to these events, Maxar’s management made adjustments to its long-term strategic plan as a result of the EchoStar Amendment, which adjustments were incorporated into the November 2022 Base Case Forecast and the November 2022 Satellite Loss Case Forecast, in each case as defined and described in the section of this proxy statement entitled “— Certain Financial Projections.”

On November 23, 2022, representatives of Advent emailed a letter to Mr. Jablonsky containing a proposal to acquire all of the outstanding shares of Maxar common stock for $50 per share in cash (the “November 23 Proposal”). Consistent with the framework proposed by Maxar following its Board of Directors’ October 16, 2022 meeting, the November 23 Proposal also (i) stated that Advent had completed its commercial and financial due diligence, (ii) confirmed that Advent and its potential financing sources had completed its diligence with respect to the WorldView Legion program and reaffirmed their position that the transaction would not be conditioned on the successful deployment of the WorldView Legion program and (iii) provided additional detail with respect to the equity and debt financing plan for the proposed transaction. Advent included with the November 23 Proposal drafts of each of the Commitment Letters, which were subject to the completion of confirmatory due diligence and the negotiation of definitive transaction documentation. The November 23 Proposal also reaffirmed that the successful deployment of the WorldView Legion program would not be a condition to the consummation of the financing in connection with the proposed transaction, and stated that Advent was in a position to negotiate definitive documentation with Maxar and announce a transaction by December 16, 2022. As a next step, the November 23 Proposal suggested that the parties and their advisors engage immediately, including with respect to customary confirmatory due diligence to supplement the materials provided to date. Mr. Jablonsky promptly shared the November 23 Proposal with the Board of Directors following its receipt.

On November 23, 2022, the Board of Directors held a meeting by videoconference, during which members of Maxar’s senior management, representatives of J.P. Morgan and representatives of Wachtell Lipton were present. Mr. Jablonsky explained that the purpose of the meeting was for the Board of Directors to discuss the November 23 Proposal, and the Board of Directors’ response to such proposal. Mr. Jablonsky summarized Maxar’s interactions with Advent and its representatives since the October 16, 2022 meeting of the Board of Directors, including the October 28, 2022 management presentation. The representatives of J.P. Morgan then reviewed current market conditions, Maxar’s historical stock price and financial profile and the perspectives of financial analysts that cover Maxar. Additionally, the representatives of J.P. Morgan reviewed the financial market’s reaction to the recently announced amendment to the EchoStar Contract, and members of the Board of Directors and their financial and legal advisors discussed the risks inherent in Maxar’s business and the potential for the proposed transaction to “de-risk” for stockholders Maxar’s execution with respect to its WorldView Legion program and the other aspects of its long-term plan. The representatives of J.P. Morgan and Wachtell Lipton then reviewed the terms of the November 23 Proposal, including the draft debt and equity commitment letters provided with the proposal, which were intended to address the Board of Directors’ questions at prior meetings regarding Advent’s commitment to the proposal and its ability to obtain committed financing in a challenging acquisition financing market. Representatives of J.P. Morgan and Wachtell Lipton also discussed Advent’s proposed timeline, which included a target announcement date of December 16, 2022. The representatives of J.P. Morgan then presented to the Board of Directors its preliminary financial analyses of the November 23 Proposal, based on the November 2022 Base Case Forecast and the November 2022 Satellite Loss Case Forecast.

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Additionally, members of Maxar’s management and representatives of Wachtell Lipton discussed with the Board of Directors the inclusion of BCI as a minority equity investor as part of the November 23 Proposal, and the fact that Milbank had informed members of Maxar’s management that the proposed transaction outlined in the November 23 Proposal would be subject to CFIUS’s jurisdiction.

Following this discussion, members of the Board of Directors, Maxar’s management and representatives of J.P. Morgan and Wachtell Lipton discussed the November 23 Proposal, including whether the proposal provided a basis with which to engage with Advent and whether it represented an improvement over Advent’s prior proposals. In particular, members of the Board of Directors discussed (i) Advent’s continued willingness to accept the risk related to the WorldView Legion program, such that Maxar would not be subject to risk of non-consummation of a transaction based on the success of that program, (ii) the fact that the $50 price per share represented a 116% premium to the closing price of Maxar common stock on November 23, 2022 and (iii) the likely regulatory approvals in connection with a proposed transaction and the potential timeline associated in connection therewith.

Members of the Board of Directors, Maxar’s management and representatives of J.P. Morgan and Wachtell Lipton discussed the benefits and risks of potential next steps available to Maxar, including (i) ceasing engagement with Advent and continuing as a standalone company, (ii) engaging with Advent on its proposed timeline of a December 16, 2022 announcement, without proactively seeking other potential bidders, and requiring as a condition of such engagement with Advent that any definitive agreement with Advent include a “go-shop” provision or other mechanism that would permit Maxar to solicit and entertain potentially superior proposals from other bidders while having a binding contract with Advent, or (iii) engaging with Advent, either on its proposed timeline or on a longer timeline, while also reaching out to other potential bidders before entering into a transaction with Advent. In particular, the Board of Directors, Maxar’s management and representatives of J.P. Morgan and Wachtell Lipton discussed the risks of contacting other bidders before engaging in continued discussions with Advent, including concerns that market leaks and rumors regarding a potential transaction would disrupt Maxar’s business relationships and risk employee turnover, as well as lead to turnover in Maxar’s stockholder base and potential stock price volatility, and the limited number of potential purchasers with the financial ability to acquire Maxar given its size and the challenging U.S. market for acquisition financing. Members of the Board of Directors also discussed the fact that, given that the first anticipated launch of the Worldview Legion satellite program was planned for early 2023, announcing a proposed transaction with Advent by December 16, 2022 would “de-risk” the effect of that launch for Maxar stockholders. Additionally, members of the Board of Directors directed J.P. Morgan and Maxar’s management to seek to increase the $50 per share price set forth in the November 23 Proposal.

Following this discussion, Mr. Jablonsky, the other members of Maxar’s management and the representatives of J.P. Morgan left the meeting, and the independent members of the Board of Directors met in executive session with Wachtell Lipton. General Estes explained that the purpose of the executive session was for the independent members of the Board of Directors to discuss whether to continue engagement with Advent, and if so, under what terms. A representative of Wachtell Lipton then advised the independent members of the Board of Directors of their fiduciary duties under Delaware law in the context of their consideration of Advent’s proposal. The independent members of the Board of Directors then discussed the November 23 Proposal, and the best path available to maximize value for Maxar and its stockholders, during which the directors discussed each of the factors and considerations previously mentioned, along with the impact of the recent EchoStar settlement described in the EchoStar 8-K, the directors’ high level of confidence in Maxar’s management team, the risks inherent in Maxar’s business and the potential for the proposed transaction to “de-risk” for stockholders Maxar’s execution with respect to its WorldView Legion program and the other aspects of its long-term plan.

Following this discussion, Mr. Jablonsky and members of Maxar’s management rejoined the meeting. Members of the Board of Directors then discussed Maxar’s potential as a standalone company with members of management and the risks inherent in Maxar’s business, as well as the valuation of Advent’s November 23 Proposal, and the committed financing that Advent appeared likely to secure if a proposed transaction could be agreed. As a result, the Board of Directors unanimously determined that it was in the best interest of Maxar and its stockholders to proceed to negotiate the terms and documentation of an acquisition of Maxar by affiliates of Advent, for cash, including to determine if the $50 price per share proposed by Advent

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in the November 23 Proposal could be improved, and seek from Advent assurances of satisfactory arrangements with respect to both financing and other matters related to transaction certainty, and to inform Advent that any merger agreement must include a “go-shop” or other similar mechanism to provide a market check, subject in all cases to final approval by the Board of Directors.

Following the Thanksgiving holiday, on November 25, 2022, after discussions with Mr. Jablonsky and members of Maxar’s management, representatives of J.P. Morgan met telephonically with representatives of Advent. During this telephone call, representatives of J.P. Morgan discussed with Advent changes to the November 23 Proposal that could make it more attractive to Maxar, including: (i) meaningfully improving the $50 price per share in the November 23 Proposal; (ii) providing for a robust go-shop period during which Maxar and its representatives would be permitted to solicit bids from third parties; (iii) providing a termination fee equal to 2.5% of the equity value of the transaction, payable by Maxar to Advent in the event that Maxar terminated its agreement with Advent to enter into a definitive agreement with a topping bidder, provided that such termination fee would be equal to 1.25% of the equity value of the transaction if Maxar terminated its agreement with Advent to enter into an agreement with a bidder during the go-shop period; and (iv) providing a high degree of transaction certainty, including with respect to obtaining any required regulatory approvals.

On November 25, 2022 and November 26, 2022, representatives of Advent and J.P. Morgan engaged in multiple conversations with respect to the items raised by J.P. Morgan on November 25. Representatives of J.P. Morgan kept Mr. Jablonsky updated as to the status of these conversations. On November 26, 2022, representatives of Advent met by videoconference with representatives of J.P. Morgan and orally provided an updated proposal (the “November 26 Proposal”). The November 26 Proposal contained the same terms as the November 23 Proposal, except that (i) the price per share in cash paid to Maxar stockholders would be $53, (ii) the merger agreement would provide Maxar with a 60-day go-shop period, and (iii) the merger agreement would provide for a termination fee equal to 3.0% of the equity value of the transaction, payable by Maxar to Advent in the event that Maxar terminated its agreement with Advent to enter into a definitive agreement with a topping bidder, provided that such termination fee would be equal to 1.25% of the equity value of the transaction if Maxar terminated its agreement with Advent to enter into an agreement with a bidder during the 60-day go-shop period. Additionally, Advent stated that the parties were willing to provide a high degree of transaction certainty, including with respect to obtaining the CFIUS Approval and any other required regulatory approvals. Advent suggested that representatives of Wachtell Lipton, Milbank and J.P. Morgan discuss questions they might have with respect to the CFIUS Approval and other required regulatory approvals with representatives of Weil and Covington & Burling LLP (“Covington”), regulatory counsel to Advent. Representatives of J.P. Morgan promptly summarized the terms of the November 26 Proposal to Mr. Jablonsky, members of Maxar’s management and representatives of Wachtell Lipton. Mr. Jablonsky promptly shared the details of the November 26 Proposal with the Board of Directors following its receipt.

On November 27, 2022, representatives of Weil, Covington, Wachtell Lipton and Milbank met by videoconference. During this meeting, representatives of Covington provided an overview of BCI and described the regulatory efforts commitments to which Advent was willing to agree in the definitive transaction documentation, which would provide a high degree of transaction certainty, including with respect to obtaining any required regulatory approvals. Following the November 27, 2022 meeting, representatives of Wachtell Lipton and Milbank described the information provided during the meeting, including Advent’s proposed regulatory efforts commitments, to Maxar’s management. For more information, see the section of this proxy statement entitled “The Merger Agreement — Regulatory Approvals and Related Matters.”

Consistent with the views expressed by the Board of Directors at its November 23, 2022 meeting, on November 28, 2022, representatives of J.P. Morgan informed representatives of Advent that Maxar was prepared to proceed to negotiate a transaction on the terms of the November 26 Proposal, but that any such proposed transaction was subject to the negotiation of definitive documentation and the approval of the Board of Directors.

In addition, beginning on November 28, 2022, Maxar made certain additional due diligence materials available to Advent and its representatives in the Data Room. Thereafter, from November 28, 2022 through December 15, 2022, Advent, with the assistance of its advisors, conducted confirmatory due diligence on

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Maxar, including through the additional materials made available in the Data Room and telephone and videoconference calls with members of Maxar’s management. Also, during that period representatives of Wachtell Lipton and Milbank participated in telephone and videoconference calls with Advent, BCI and their respective regulatory counsel with respect to regulatory due diligence.

On November 29, 2022, the representative of the global investment bank that had contacted Mr. Jablonsky on November 11, 2022 placed a telephone call to Mr. Jablonsky. During this telephone call, the representative identified his client as Party B, and asked that Mr. Jablonsky speak with the Chief Executive Officer of Party B to discuss Party B’s thoughts on a potential strategic transaction. On November 30, 2022, Mr. Jablonsky and his executive assistant contacted the Chief Executive Officer of Party B to schedule a telephone call, which was scheduled for December 8, 2022. During the December 8, 2022 telephone conversation, the Chief Executive Officer of Party B informed Mr. Jablonsky that if Maxar ever determined to engage in a strategic transaction, that Party B would potentially be interested in such a transaction. Mr. Jablonsky informed the Chief Executive Officer of Party B that if Party B wished to make a proposal providing for a strategic transaction with Maxar, then it should do so promptly, in writing. Mr. Jablonsky promptly informed the Board of Directors of his conversation with the Chief Executive Officer of Party B.

On November 30, 2022, Weil provided initial drafts to Wachtell Lipton of the proposed merger agreement and the other transaction documents. Between November 30, 2022 and December 15, 2022, the parties’ respective management teams and legal and financial advisors engaged in extensive negotiations regarding the terms of the proposed merger agreement and other transaction documentation. During the course of these negotiations, areas of discussion and negotiation between the parties included, among other things, the specific terms of the go-shop provisions, the size and triggers of the Parent Termination Fee, Maxar’s obligations with respect to the operation of its business during the period between the signing of the Merger Agreement and the consummation of the Merger, the scope of the restrictions applicable to actions taken by Maxar during the period between the signing of the Merger Agreement and the consummation of the Merger, the termination provisions and the triggers of the Company Termination Fee payable by Maxar, the representations and warranties to be made by the parties, and the provisions regarding Maxar’s equity awards, employee benefit plans, retention, severance and other compensation matters.

On December 11, 2022, the Board of Directors held a meeting by videoconference, during which members of Maxar’s management and representatives of J.P. Morgan, Wachtell Lipton and Milbank were present. Mr. Jablonsky explained that the purpose of the meeting was to provide an update on the status of discussions with Advent with respect to a proposed transaction. Mr. Jablonsky and representatives of J.P. Morgan then provided an overview of the discussions with Advent since the Board of Directors’ November 23, 2022 meeting, including the terms of the November 26 Proposal. Additionally, Mr. Jablonsky and Maxar’s financial and legal advisors provided an overview of the status of negotiations, the principal terms of the transaction documentation, the confirmatory due diligence review and the timing for a potential transaction announcement, which was anticipated to be December 16, 2022. Additionally, representatives of Milbank provided an update on the regulatory approvals required in connection with the proposed transaction and the likely time to completion. Following this discussion, representatives of J.P. Morgan provided an overview of the potential go-shop process if the parties reached a proposed transaction. After this discussion, representatives of J.P. Morgan departed the meeting. Members of the Board of Directors then reviewed disclosures from J.P. Morgan regarding material relationships with Maxar, Advent and certain of their respective affiliates. The Board of Directors reviewed the disclosures and determined that none of the disclosed relationships would impact J.P. Morgan’s ability to act as financial advisor to Maxar in connection with the potential transaction. The Board of Directors reiterated to members of Maxar’s management the directive it had provided at its November 23, 2022 meeting, and instructed Maxar’s management and its advisors to attempt to negotiate a transaction on the terms described in the November 26 Proposal, subject to final approval by the Board of Directors.

On December 15, 2022, the Board of Directors held a meeting by videoconference, which was attended by members of Maxar’s management and representatives of J.P. Morgan, Wachtell Lipton and Milbank. During this meeting, members of Maxar’s management and its financial and legal advisors reviewed the history of negotiations with Advent. Representatives of J.P. Morgan then reviewed J.P. Morgan’s financial analyses of the Merger Consideration provided for in the proposed Merger Agreement with Advent, based on

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the projections set forth in the November 2022 Base Case Forecast and the November 2022 Satellite Loss Case Forecast. Representatives of Wachtell Lipton then reviewed with the Board of Directors their fiduciary duties under Delaware law in the context of their consideration of the potential transaction, and the principal terms of the draft Merger Agreement and other transaction documentation, including the terms of the proposed Financing. Following this discussion, members of the Board of Directors then reviewed updated disclosures from J.P. Morgan regarding material relationships with Maxar, Advent and their respective affiliates, and J.P. Morgan’s ownership of common equity of Maxar and its affiliates, which were consistent with the disclosures discussed at the Board of Directors’ December 11, 2022 meeting. Following this discussion, members of Maxar’s management discussed with the Board of Directors the proposed communications strategy in connection with the announcement of the proposed transaction, and representatives of J.P. Morgan led a discussion of the process that would begin once the 60-day go-shop period commenced after the announcement of the transaction, including with respect to planned outreach to potential bidders, including Party A and Party B. Following this discussion, J.P. Morgan rendered its oral opinion, which was subsequently confirmed by delivery of its written opinion, to the Board of Directors on December 15, 2022, that, as of such date and based upon and subject to the factors and assumptions set forth in its written opinion, the Merger Consideration to be paid to the holders of Maxar common stock in the proposed Merger was fair, from a financial point of view, to such holders. For more information, see the section of this proxy statement entitled “— Opinion of J.P. Morgan Securities LLC.”

Following further discussion and deliberation, including taking into account the factors described below in greater detail in the section of this proxy statement entitled “— Recommendation of the Board of Directors and Reasons for the Merger,” the Board of Directors unanimously (i) determined that the Merger Agreement, the other transaction documents, the Merger and the transactions contemplated thereby are advisable, fair to and in the best interests of Maxar and its stockholders, (ii) approved and adopted the Merger Agreement, the other transaction documents, the Merger and the transactions contemplated thereby, including the execution, delivery and performance of the Merger Agreement, (iii) recommended that Maxar stockholders adopt the Merger Agreement, and (iv) directed that the adoption of the Merger Agreement be submitted for consideration by Maxar stockholders at the Special Meeting.

Following the meeting of the Board of Directors, representatives of the parties executed the Merger Agreement and the other transaction documents on the evening of December 15, 2022. Before the opening of financial markets in New York on December 16, 2022, the parties issued a press release announcing the transaction. The press release announcing the transaction also noted that the Merger Agreement included a 60-day go-shop period that would expire on February 14, 2023.

On December 16, 2022, representatives of J.P. Morgan and Maxar, acting at the direction of the Board of Directors, began contacting potential counterparties that might consider making an Acquisition Proposal in connection with the Go-Shop Period, including Party A and Party B. Over the course of the Go-Shop Period, J.P. Morgan and Maxar engaged with or actively solicited Acquisition Proposals from 36 potentially interested third parties, including Party A and Party B. Maxar executed Acceptable Confidentiality Agreements with two of those 36 parties (including Party B) and subsequently provided non-public information relating to Maxar and its subsidiaries to those two parties.

The Go-Shop Period expired at 11:59 p.m. New York City time on February 14, 2023. To date, no party has made an Acquisition Proposal following the execution of the Merger Agreement.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously: (a) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Maxar and its stockholders; (b) approved and adopted the Merger Agreement and the transactions contemplated thereby, including the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger; (c) recommended that Maxar stockholders adopt the Merger Agreement; and (d) directed that the adoption of the Merger Agreement be submitted for consideration by Maxar stockholders at the Special Meeting.

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The Board of Directors unanimously recommends that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the Compensation Proposal; and (3) “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Reasons for the Merger

In reaching its decision to approve and adopt the Merger Agreement, declare the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, to be advisable, fair to and in the best interests of Maxar and its stockholders, and recommend that Maxar stockholders adopt the Merger Agreement, the Board of Directors consulted with Maxar’s senior management team, as well as our financial and legal advisors, and considered a number of factors, including the following material factors that the Board of Directors viewed as supporting its decision:

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the current and historical trading prices of shares of Maxar common stock, and the fact that the Merger Consideration of $53.00 per share in cash represents a premium of approximately 129% to the closing price of Maxar common stock as of December 15, 2022, the last trading day prior to the public announcement of the Merger Agreement, a premium of approximately 135% to the volume weighted average price of Maxar common stock over the 60 days prior to the announcement of the Merger Agreement and a premium of approximately 34% to the highest price of Maxar common stock over the 52 weeks prior to the announcement of the Merger Agreement;

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the risks and uncertainties of remaining as an independent public company, including risks related to Maxar’s execution with respect to its WorldView Legion program, Maxar’s need to frequently raise or expend capital due to the capital intensive nature of Maxar’s business, and the difficulty and cost of obtaining capital, the risks associated with execution of Maxar’s growth into existing and new markets, and the difficulty of accurately forecasting customer demand in connection therewith, the fact that Maxar conducts a significant amount of its business with governmental entities, and such business is concentrated in a small number of primary contracts, and Maxar’s reliance on systems and satellites that are subject to the risks of operating in space and in support of government missions;

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that the Merger Agreement provides that no effect relating to or arising from Maxar’s WorldView Legion satellite program can constitute or contribute to a Company Material Adverse Effect, and the consummation of the Merger is not conditioned on the absence of any such effect or the success of the WorldView Legion program;

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the fact that the Merger Consideration is a fixed cash amount, providing our stockholders with certainty of value and liquidity immediately upon the closing of the Merger, in comparison to the risks, uncertainties, and longer potential timeline for realizing equivalent value from Maxar’s standalone business plan or possible strategic alternatives involving transactions in which all or a portion of the consideration would be payable in equity or involving sales of one or more of our lines of business;

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the Board of Directors’ knowledge of the business, assets, operations, financial condition, earnings and prospects of Maxar, as well as its knowledge of the current and prospective environment in which Maxar and each of its businesses operate, including economic, market and capital raising conditions;

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the Board of Directors’ belief that the Merger is more favorable to Maxar stockholders than the other strategic alternatives available to Maxar, including remaining as an independent public company, the feasibility of such alternatives and the significant risks and uncertainties associated with pursuing such alternatives;

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the fact that the Merger Consideration was the result of arm’s-length negotiations and that we negotiated an increase by Advent from its June 15, 2022 proposed price of $48.00 per share, and the fact that representatives of Advent informed representatives of the Company and its financial advisor that the Merger Consideration was the maximum price that Advent was willing to pay;

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Advent’s experience investing in and operating companies in the defense, space and information services industries, including companies critical to U.S. national security, and track record as a responsible owner of defense and security businesses;

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the fact that Advent is headquartered in the United States and that Maxar will remain a U.S.-controlled and operated company following the consummation of the Merger;

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the limited number of potential purchasers with the financial ability to acquire Maxar in light of its size and unique line of business, as well as the ability to obtain committed acquisition financing in the current economic climate and interest rate environment;

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the fact that Parent has obtained committed debt and preferred equity financing from reputable financial institutions and committed equity financing from the Sponsors in an aggregate amount, together with the available cash and cash equivalents (in each case, if any) of Maxar, sufficient to fund the Required Amounts under the Merger Agreement;

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Parent’s obligation under the Merger Agreement to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things proper, advisable or necessary to consummate and obtain the Financing on terms (subject to certain exceptions) and conditions described in the applicable Financing Commitments;

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the Board of Directors’ belief that contacting other potential bidders prior to signing a definitive agreement with Advent would result in significant risks to Maxar and its business, including concerns that market leaks and rumors regarding a potential transaction would disrupt the launch and deployment of satellites as part of Maxar’s WorldView Legion satellite program, Maxar’s business relationships and risk employee turnover, as well as lead to turnover in our stockholder base and potential stock price volatility;

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the Board of Directors’ belief, based on interactions of representatives of Maxar with representatives of Advent, that soliciting other potential buyers prior to signing a definitive agreement with Advent could delay or jeopardize the availability of Advent’s proposal;

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Maxar’s right under the Merger Agreement to a 60-day “go-shop” period, during which Maxar may actively solicit Acquisition Proposals (as defined in the section of this proxy statement entitled “The Merger Agreement — Go-Shop Period”) from, and furnish information to and conduct negotiations with, third parties, providing an opportunity to determine if a third party is willing to pay a higher value per share than Advent;

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Maxar’s right under the Merger Agreement, in response to unsolicited acquisition proposals, to furnish information to and conduct negotiations with third parties in certain circumstances (in accordance with the terms of the Merger Agreement);

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the Board of Directors’ right, under the Merger Agreement, to fail to make, withdraw, qualify, amend or modify its recommendation that our stockholders vote to adopt the Merger Agreement under certain circumstances, subject to the terms of the Merger Agreement, including Maxar’s payment of the Company Termination Fee if Parent elects to terminate the Merger Agreement in such circumstances;

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Maxar’s right to terminate the Merger Agreement, under certain circumstances and subject to the terms of the Merger Agreement, to enter into a definitive agreement providing for the implementation of a Superior Proposal, upon Maxar’s payment of the Company Termination Fee;

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the fact that in certain circumstances a lower Company Termination Fee of $51.9 million (representing approximately 1.25% of Maxar’s equity value) would be payable by Maxar, and that the lower termination fee of $51.9 million and the Company Termination Fee of $124.5 million (representing approximately 3% of Maxar’s equity value) were viewed by the Board of Directors, after consultation with our outside legal counsel and financial advisors, as reasonable under the circumstances and not likely to preclude or discourage any other party from making a competing acquisition proposal, particularly with respect to those parties that make an acquisition proposal during the Go-Shop Period;

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the absence of a financing condition in the Merger Agreement;

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the risks and uncertainties that continue to be created by the ongoing conflict between the Russian Federation and Ukraine, including disruptions and dislocations to the equity and debt capital markets, as well as the impact of the increase in interest rates, and the stated intention of members of the Federal Open Market Committee to continue to increase interest rates in 2023;

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the high probability that the Merger would be completed based on, among other things, Advent’s proven ability to complete large acquisition transactions, the absence of a financing condition, and the $249 million Parent Termination Fee (representing approximately 6% of Maxar’s equity value) payable to Maxar if the Merger Agreement is terminated in certain circumstances, which payment is guaranteed by the Guarantors;

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the financial analyses presented to the Board of Directors by J.P. Morgan and the fact that J.P. Morgan rendered its oral opinion, which was subsequently confirmed by delivery of its written opinion, to the Board of Directors on December 15, 2022, that, as of such date and based upon and subject to the factors and assumptions set forth in its written opinion, the Merger Consideration to be paid to the holders of Maxar common stock in the proposed Merger was fair, from a financial point of view, to such holders. For more information, see the section of this proxy statement entitled “— Opinion of J.P. Morgan Securities LLC” (the full text of the written opinion of J.P. Morgan, dated December 15, 2022, which sets forth, among other things, the assumptions made, procedures followed, matters considered, and limitations on the review undertaken by J.P. Morgan in preparing its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference);

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the terms and conditions of the Merger Agreement, which were reviewed by the Board of Directors with our financial and legal advisors, and the fact that such terms were the product of robust arm’s-length negotiations between the parties;

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Maxar’s ability, under certain circumstances specified in the Merger Agreement, to seek specific performance of Parent’s and Merger Sub’s obligation to cause the Merger to occur and to prevent other breaches of the Merger Agreement;

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the availability of appraisal rights under Delaware law to holders of shares of Maxar common stock who do not vote in favor of the adoption of the Merger Agreement and comply with all of the required procedures under Delaware law, which provides those eligible stockholders with an opportunity to have a Delaware court determine the fair value of their shares, which may be more than, less than, or the same as the amount such stockholders would have received under the Merger Agreement; and

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the fact that the Merger would be subject to the adoption of the Merger Agreement by Maxar stockholders, and Maxar stockholders would be free to reject the proposed transactions by voting against the adoption of the Merger Agreement for any reason, including if a higher offer were to be made prior to the Special Meeting (which would, in certain cases, be subject to payment by Maxar in certain circumstances of a $124.5 million Company Termination Fee if Maxar subsequently were to enter into a definitive agreement relating to, or to consummate, an Acquisition Proposal).

The Board of Directors also considered a variety of risk and other potential negative factors in its consideration of the Merger Agreement and the Merger, including the following material potentially negative factors:

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our inability, after 11:59 p.m. (New York City time) on February 14, 2023, to solicit competing acquisition proposals and the possibility that the $124.5 million Company Termination Fee (or $51.9 million Company Termination Fee under certain circumstances) payable by us upon the termination of the Merger Agreement under certain circumstances could discourage other potential bidders from making a competing bid to acquire us;

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the fact that, following the Merger, Maxar will no longer exist as an independent public company and our existing stockholders will not participate in any future earnings or growth;

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the fact that the Merger might not be consummated in a timely manner, or at all, due to a failure of certain conditions to the closing of the Merger;

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the fact that there can be no assurance that all conditions to the parties’ obligations to consummate the Merger will be satisfied even if the Merger Agreement is adopted by Maxar stockholders, as well as the risk that the Financing contemplated by the Financing Commitments will not be obtained, resulting in Parent, Merger Sub and Preferred Equity Issuer not having sufficient funds to complete the Merger, or that Parent, Merger Sub and Preferred Equity Issuer may otherwise not obtain sufficient funds to complete the Merger;

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the fact that Parent and Merger Sub are newly formed entities with essentially no assets and the Guarantee, provided by the Equity Financing Sources, guarantees Parent’s and Merger Sub’s obligations under the Merger Agreement only with respect to payment of the Parent Termination Fee of $249 million payable by Parent, certain associated enforcement costs and certain other indemnification and reimbursement obligations;

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the restrictions on the conduct of our business prior to the completion of the Merger, which could delay or prevent us from undertaking business opportunities that may arise pending completion of the Merger;

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the fact that an all-cash merger would be taxable to our stockholders for U.S. federal income tax purposes;

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the significant costs involved in connection with entering into the Merger Agreement and completing the Merger and the substantial time and effort of management required to consummate the Merger and related disruptions to the operation of our business;

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the fact that Maxar’s remedies in the event that the Merger Agreement is terminated may be limited to the Parent Termination Fee of $249 million, payable by Parent under certain circumstances and certain associated enforcement costs and certain other reimbursement obligations, which may be inadequate to compensate Maxar for any damage caused, and that such termination fee may not be available in all instances where the Merger is not consummated and, even if available, rights and remedies may be expensive and difficult to enforce, and the success of any such action may be uncertain;

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the fact that the announcement and pendency of the transactions contemplated by the Merger Agreement, the failure to complete the Merger, and/or actions that Maxar may be required, or Parent may be permitted, to take under the Merger Agreement could have an adverse impact on our existing and prospective business relationships with customers and other third parties and on our employees, including the risk that certain key members of Maxar’s management might choose not to remain employed with Maxar prior to the completion of the Merger, regardless of whether or not the Merger is completed; and

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the fact that some of our directors and executive officers have interests in the Merger that are different from, or in addition to, our stockholders generally (see the section of this proxy statement entitled “— Interests of Maxar’s Executive Officers and Directors in the Merger”).

The foregoing discussion of the factors considered by the Board of Directors is not intended to be exhaustive, but rather includes the material factors considered by the Board of Directors. In reaching its decision to approve the Merger Agreement, declare the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, to be advisable, fair to and in the best interests of Maxar and its stockholders, and recommend adoption of the Merger Agreement by our stockholders, the Board of Directors did not quantify, rank or otherwise assign any relative weights to, and did not make specific assessments of, the factors considered, and individual directors may have given different weights to different factors. The Board of Directors did not reach any specific conclusion with respect to any of the factors or reasons considered, but determined, in its business judgment, that, in the aggregate, the potential benefits considered outweighed the potential risks or possible negative consequences of approving the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement.

The above factors are not presented in any order of priority. The explanation of the factors and reasoning set forth above contain forward-looking statements and should be read in conjunction with the section of this proxy statement entitled “Forward-Looking Statements.”

Opinion of J.P. Morgan Securities LLC

Pursuant to an engagement letter dated August 26, 2022, Maxar retained J.P. Morgan as its financial advisor in connection with the proposed Merger and to deliver a fairness opinion in connection with the proposed Merger.

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set forth in its written opinion, the Merger Consideration to be paid to the holders of Maxar common stock in the proposed Merger was fair, from a financial point of view, to such holders. J.P. Morgan has confirmed its December 15, 2022 oral opinion by delivering its written opinion to the Board of Directors, dated December 15, 2022, that, as of such date, the Merger Consideration to be paid to the holders of Maxar common stock in the proposed Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of J.P. Morgan dated December 15, 2022, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Maxar stockholders are urged to read the opinion in its entirety. J.P. Morgan’s written opinion was addressed to the Board of Directors (in its capacity as such) in connection with and for the purposes of its evaluation of the proposed Merger, was directed only to the consideration to be paid in the Merger and did not address any other aspect of the Merger. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any other class of securities, creditors or other constituencies of Maxar or as to the underlying decision by Maxar to engage in the proposed Merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of Maxar as to how such stockholder should vote with respect to the proposed Merger or any other matter.

In connection with preparing its opinions, J.P. Morgan, among other things:

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reviewed a draft dated December 15, 2022 of the Merger Agreement;

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reviewed certain publicly available business and financial information concerning Maxar and the industries in which it operates;

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compared the proposed financial terms of the Merger with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration paid for such companies;

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compared the financial and operating performance of Maxar with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of the Maxar common stock and certain publicly traded securities of such other companies;

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reviewed certain internal financial analyses and forecasts prepared by Maxar’s management relating to its business; and

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performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

In addition, J.P. Morgan held discussions with certain members of Maxar’s management with respect to certain aspects of the Merger, and the past and current business operations of Maxar, the financial condition and future prospects and operations of Maxar and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Maxar or otherwise reviewed by or for J.P. Morgan, and J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to its engagement letter with Maxar, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Maxar, Parent, Preferred Equity Issuer or Merger Sub under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Maxar to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the Merger and the other transactions contemplated by the Merger

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Agreement will be consummated as described in the Merger Agreement, and that the definitive Merger Agreement would not differ in any material respect from the draft thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by Maxar, Parent, Preferred Equity Issuer and Merger Sub in the Merger Agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Maxar with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on Maxar or on the contemplated benefits of the Merger.

The projections furnished to J.P. Morgan were prepared by Maxar’s management. Maxar does not publicly disclose internal management projections of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the proposed Merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Maxar’s management, including, without limitation, factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the section of this proxy statement entitled “— Certain Financial Projections.”

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion, and that J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the Merger Consideration to be paid to the holders of Maxar common stock in the proposed Merger, and J.P. Morgan has expressed no opinion as to the fairness of any consideration paid in connection with the proposed Merger to the holders of any other class of securities, creditors or other constituencies of Maxar or as to the underlying decision by Maxar to engage in the Merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the proposed Merger, or any class of such persons relative to the Merger Consideration to be paid to the holders of Maxar common stock in the proposed Merger or with respect to the fairness of any such compensation.

Prior to the date of its opinion, J.P. Morgan was not authorized to and did not solicit any expressions of interest from any other parties with respect to the sale of all or any part of Maxar or any other alternative transaction.

The terms of the Merger Agreement, including the Merger Consideration, were determined through arm’s-length negotiations between Maxar, Advent and Parent, and the decision to enter into the Merger Agreement was solely that of the Board of Directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Board of Directors in its evaluation of the proposed Merger and should not be viewed as determinative of the views of the Board of Directors or management with respect to the proposed Merger or the Merger Consideration.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodologies in rendering its opinion to the Board of Directors on December 15, 2022, and in the financial analysis presented to the Board of Directors in connection with the rendering of such opinion. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with rendering its opinion to the Board of Directors and does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Selected Transactions Multiple Analysis

Using publicly available information, J.P. Morgan reviewed selected transactions since 2013 involving target companies or businesses in the defense and space industry that engaged in businesses that, for purposes

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of J.P. Morgan’s analysis, J.P. Morgan judged to be reasonably analogous to Maxar’s business or aspects thereof. None of the selected transactions reviewed were identical to the Merger contemplated by the Merger Agreement. Certain of these transactions may have characteristics that are materially different from those of the Merger. However, the selected transactions were chosen because certain aspects of the transactions, for purposes of J.P. Morgan’s analysis, may be considered similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transactions differently than they would affect the Merger. Specifically, J.P. Morgan reviewed the following transactions:

Date Announced	Acquiror	Target
Oct-22	L3 Harris Technologies, Inc.	ViaSat, Inc.’s Tactical Data Links product line
Nov-21	ViaSat, Inc.	Inmarsat Group Holdings Limited
Oct-20	Parsons Corporation	Braxton Science & Technology Group, LLC
Dec-19	Leidos Holdings, Inc.	Dynetics, Inc.
Jul-19	Advent International Corporation	Cobham Plc
Mar-19	Apax Partners LLP, Warburg Pincus LLC, Canada Pension Plan Investment Board, Ontario Teachers’ Pension Plan Board	Inmarsat plc
Feb-17	MacDonald, Dettwiler and Associates Ltd.	DigitalGlobe, Inc.
Feb-15	L3 Harris Technologies, Inc. (formerly known as Harris Corporation)	Exelis Inc.
May-14	Cobham Plc	Aeroflex Holding Corp.
Jul-13	Eutelsat Communications S.A.	Satélites Mexicanos, S.A. de C.V.

For each of the selected transactions, using publicly available information, J.P. Morgan calculated the multiple of the target company’s firm value (which we refer to for purposes of this section of this proxy statement as “FV”) implied in the relevant transaction by the consideration paid in such transaction to the target company’s adjusted earnings before interest, taxes, depreciation and amortization pre-stock based compensation (which we refer to for purposes of this section of this proxy statement as “Adj. EBITDA”) for the 12-month period immediately preceding the announcement of the applicable transaction (which we refer to for purposes of this section of this proxy statement as the “FV/LTM Adj. EBITDA”). This analysis indicated a mean FV/LTM Adj. EBITDA of 11.5x and a median FV/LTM Adj. EBITDA of 11.7x.

Based on the results of this analysis and other factors that J.P. Morgan considered appropriate based on their experience and professional judgment, J.P. Morgan selected a FV/LTM Adj. EBITDA multiple reference range of 9.0x to 13.0x. J.P. Morgan then applied that reference range to Maxar’s projected Adj. EBITDA for the year ended December 31, 2022 as reflected in the Company Projections (as defined and summarized in the section of this proxy statement entitled “— Certain Financial Projections”), to produce a range of implied equity values per share of Maxar common stock, rounded to the nearest $0.25, of $24.00 to $47.50.

Public Trading Multiples Analysis

Using publicly available information, J.P. Morgan compared selected financial data of Maxar with similar data for selected publicly traded companies in the defense and space industry with businesses that, for purposes of J.P. Morgan’s analysis, J.P. Morgan judged to be reasonably analogous to Maxar’s business or aspects thereof. The companies selected by J.P. Morgan were:

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Leidos Holdings, Inc.

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Iridium Communications, Inc.

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Science Applications International Corporation

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Parsons Corporation

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ViaSat, Inc.

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Mercury Systems, Inc.

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Kratos Defense & Security Solutions, Inc.

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MDA Ltd.

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Comtech Telecommunications Corp.

The selected companies were chosen, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analyses, may be considered sufficiently similar to those of Maxar based on business sector participation, operational characteristics and financial metrics. However, none of the selected companies reviewed are identical to Maxar and certain of these companies have financial and operating characteristics that are materially different from those of Maxar. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies differently than they would affect Maxar.

Using information obtained from the selected companies’ public filings and FactSet Research Systems as of December 13, 2022, J.P. Morgan calculated, for each selected company, and for Maxar:

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The average ratio of such company’s FV to next-12-month Adj. EBITDA for the 6-month, 1-year, 3-year and 5-year periods prior to December 13, 2022; this analysis indicated Maxar has historically traded at a discount of approximately 30% relative to the selected companies; and

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the ratio of such company’s FV to the consensus equity research analyst estimates for the company’s Adj. EBITDA for the year ending December 31, 2023 (which we refer to for purposes of this section of this proxy statement as “FV/2023E Adj. EBITDA”). This analysis indicated a mean FV/2023E Adj. EBITDA of 12.3x and a median FV/2023E Adj. EBITDA of 12.9x.

Based on the results of the above analyses and on other factors J.P. Morgan considered appropriate based on their experience and professional judgment, J.P. Morgan selected a FV/2023E Adj. EBITDA multiple reference range of 7.7x to 10.9x applying Maxar’s historical trading discount of 30% relative to the selected companies, and a FV/2023E Adj. EBITDA multiple reference range of 11.0x to 15.5x without applying such trading discount. J.P. Morgan then applied those reference ranges to Maxar’s projected Adj. EBITDA for the year ending December 31, 2023 as reflected in the Company Projections under each of the November 2022 Base Case Forecast and the November 2022 Satellite Loss Case Forecast (as such cases are defined and summarized in the section of this proxy statement entitled “— Certain Financial Projections”), deriving the following ranges of implied equity values per share of Maxar common stock, rounded to the nearest $0.25:

Metric / Management Case	5-Year Historical Trading Discount	Implied Equity Values Ranges per Share
2023E Adj. EBITDA (November 2022 Base Case Forecast)	Applied		$	28.00 – $51.50
	Not Applied		$	52.50 – $86.00
2023E Adj. EBITDA (November 2022 Satellite Loss Case Forecast)	Applied		$	25.00 – $47.00
	Not Applied		$	48.00 – $79.50

Discounted Cash Flow Analysis

J.P. Morgan conducted a discounted cash flow analysis of Maxar using the unlevered free cash flows that Maxar was forecasted to generate from fiscal year 2023 through 2027 based on the Company Projections under each of the November 2022 Base Case Forecast and the November 2022 Satellite Loss Case Forecast. For purposes of this analysis, stock-based compensation was treated as a cash expense. J.P. Morgan calculated ranges of terminal values for Maxar at the end of fiscal year 2027 by applying perpetuity growth rates ranging from 2.0% to 3.0% to the unlevered free cash flows of Maxar during the final year of such period under each of the November 2022 Base Case Forecast and the November 2022 Satellite Loss Case Forecast. The unlevered free cash flows and the range of terminal values were then discounted to present values as

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of December 31, 2022 using a range of discount rates from 9.0% to 11.0%, which was chosen by J.P. Morgan based on an analysis of the weighted average cost of capital of Maxar. The ranges of present values were then added together to derive ranges of firm values for Maxar under each of the November 2022 Base Case Forecast and the November 2022 Satellite Loss Case Forecast, which was then adjusted by subtracting Maxar’s net debt, adding the present value, as of December 31, 2022, of certain tax credits expected to be utilized by Maxar through fiscal year 2027 and beyond as provided by the management of Maxar, and dividing the result by the fully diluted number of shares of Maxar common stock outstanding.

Based on the results of this analysis, J.P. Morgan arrived at ranges of implied equity value per share of Maxar common stock, rounded to the nearest $0.25, of $47.25 to $81.75 under the November 2022 Base Case Forecast and $33.75 to $64.50 under the November 2022 Satellite Loss Case Forecast.

Other Information

J.P. Morgan reviewed the share price trading history of Maxar common stock for the 52-week trading range ending on December 13, 2022. During this period, J.P. Morgan noted that shares of Maxar common stock traded as low as $17.51 per share and as high as $40.48 per share, as compared to the closing price of shares of Maxar common stock on December 13, 2022, of $24.49 per share.

J.P. Morgan reviewed the price targets set by published equity research analysts for shares of Maxar common stock prior to December 13, 2022. The price targets ranged from a low of $23.00 per share to a high of $47.00 per share, as compared to the closing price of Maxar’s common stock on December 13, 2022, of $24.49 per share.

However, J.P. Morgan noted that historical stock trading and analyst price targets analyses are not valuation methodologies but presented these analyses for reference purposes only.

Miscellaneous

The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Maxar. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary are identical to Maxar, and none of the selected transactions reviewed were identical to the Merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of Maxar. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the Merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Maxar and the transactions compared to the Merger.

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As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Maxar with respect to the Merger and deliver an opinion to the Board of Directors with respect to the Merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Maxar and the industries in which it operates.

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 $58,000,000, of which $3,000,000 became payable upon delivery of the opinion and the remainder of which is contingent and payable upon the closing of the Merger. In addition, Maxar has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Maxar for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead bookrunner on Maxar’s offering of debt securities in June 2022 and as joint lead bookrunner on Maxar’s credit facility in June 2022. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Advent for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as joint lead bookrunner on Advent’s offering of debt securities in February 2022, lead arranger on Advent’s credit facilities in March 2022 and financial advisor to Advent in connection with its acquisition, together with certain co-investors, of McAfee Corp. in March 2022, as well as providing debt syndication, equity underwriting and financial advisory services to Advent’s portfolio companies. During the two-year period preceding delivery of its opinion ending on December 15, 2022, the aggregate fees recognized by J.P. Morgan from Maxar were approximately $7,000,000 and from Advent and its portfolio companies were approximately $142,000,000. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Advent portfolio companies, for which it receives customary compensation or other financial benefits. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding Maxar common stock. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Maxar or Advent and Advent’s portfolio companies for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.

Certain Financial Projections

While Maxar has from time to time provided limited financial guidance to investors, Maxar has not, as a matter of course, otherwise publicly disclosed internal projections as to future performance, earnings, or other results beyond the then-current annual period due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of underlying assumptions and estimates. However, in the ordinary course, Maxar’s management prepares a long-term strategic plan, which is periodically updated and reviewed with the Board of Directors, that reflects Maxar’s management’s financial and business outlook for Maxar. In connection with the proposed Merger, Maxar is including in this proxy statement a summary of certain limited unaudited prospective financial information of Maxar, on a standalone basis, without giving effect to the Merger, prepared by Maxar’s management, solely because, as described below, certain financial information was given to the Board of Directors in connection with its consideration and evaluation of the Merger and to J.P. Morgan for its use and reliance in connection with the financial analyses presented by J.P. Morgan to the Board of Directors and J.P. Morgan’s opinion as discussed in “— Opinion of J.P. Morgan Securities LLC.”

At a meeting of the Board of Directors on July 28, 2022, Maxar’s management provided to the Board of Directors one set of non-public, unaudited financial projections included in Maxar’s long-term strategic plan, which covered the second half of the fiscal year ending December 31, 2022 through the fiscal year ending December 31, 2026 (referred to herein as the “July 2022 Base Case Forecast”), which forecast was based on and reflected, among other things, the following assumptions: (1) the successful launch by early 2023 of each of the six satellites that make up Maxar’s WorldView Legion satellite program; (2) the successful operation

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of Maxar’s entire existing satellite constellation; and (3) the successful execution of Maxar’s strategy, including its growth strategy, across each of the Maxar’s three business lines. Additionally, Maxar’s management provided a copy of the July 2022 Base Case Forecast to J.P. Morgan for use in its preliminary financial analysis of Maxar that was presented to the Board of Directors at the July 28, 2022 meeting.

From time to time, Maxar’s management has also prepared a “downside” version of its long-term strategic plan that assumed that one or more of Maxar’s satellites would suffer a negative impact. In connection with the Board of Directors’ consideration of Advent’s August 22 Letter, as defined and described in the section of this proxy statement entitled “— Background of the Merger,” Maxar’s management prepared a second set of non-public, unaudited financial projections for the second half of the fiscal year ending December 31, 2022 through the fiscal year ending December 31, 2026 (such forecast is referred to in this proxy statement as the “October Satellite Loss Case Forecast”), which forecast was based on and reflected, among other things, the following assumptions: (1) the permanent loss of two out of the six satellites that make up Maxar’s WorldView Legion satellite program (i.e., the complete failure of one launch in connection with the WorldView Legion satellite program), the financial impact of which was also intended to represent either (A) the potential impact of the permanent loss of two out of the six satellites that make up Maxar’s WorldView Legion satellite program or (B) the potential impact of the permanent loss of WorldView 3 satellite, in each case, which could be more or less, depending on the circumstances; (2) the successful operation otherwise of Maxar’s entire existing satellite constellation; and (3) the successful execution of Maxar’s strategy, including its growth strategy, across each of Maxar’s three business lines. The October 2022 Satellite Loss Case Forecast was prepared by adjusting the July 2022 Base Case Forecast to reflect the assumptions described in the previous sentence. Maxar’s management provided the October Satellite Loss Case Forecast to the Board of Directors at a meeting on October 12, 2022. Additionally, Maxar’s management provided a copy of the October Satellite Loss Case Forecast to J.P. Morgan for use in their preliminary financial analysis of Maxar that was presented to the Board of Directors at the October 12, 2022 meeting.

At a regularly scheduled meeting of the Board of Directors on October 26, 2022, in connection with a review of Maxar’s performance against the financial targets in the long-term strategic plan, Maxar’s management prepared and provided to the Board of Directors certain updates to the July 2022 Base Case Forecast to (i) reflect, among other updates, Maxar’s actual financial results for the period since the July 2022 Base Case Forecast had been prepared, and (ii) incorporate management’s projected results for the fiscal year ending December 31, 2027 (such updated non-public, unaudited financial projections, which covered the fiscal years ending December 31, 2022 through December 31, 2027, the “October 2022 Base Case Forecast”). A copy of the October 2022 Base Case Forecast was provided to Advent during the management presentation that took place in Colorado on October 28, 2022, following execution of a confidentiality agreement with Maxar, as described in the section of this proxy statement entitled “— Background of the Merger.”

Additionally, in November 2022, Maxar’s management made adjustments to its long-term strategic plan in order to incorporate the impact of, among other things, (i) the amendment to the EchoStar Contract, as defined and described in the section of this proxy statement entitled “— Background of the Merger,” and (ii) Maxar’s November 3, 2022 acquisition of Wovenware.

At a meeting of the Board of Directors on November 23, 2022, in connection with the Board of Directors’ consideration of the November 23 Proposal, as defined and described in the section of this proxy statement entitled “— Background of the Merger,” Maxar’s management provided to the Board of Directors (i) an updated version of the October 2022 Base Case Forecast, incorporating the November 2022 changes to the long-term strategic plan (such updated forecast, the “November 2022 Base Case Forecast”) and (ii) an updated version of the October 2022 Satellite Loss Case Forecast, incorporating the November 2022 changes to the long-term strategic plan and including management’s projections for the fiscal year ending December 31, 2027 (such updated forecast, the “November 2022 Satellite Loss Case Forecast,” and, together with the July 2022 Base Case Forecast, the October 2022 Base Case Forecast, the October Satellite Loss Case Forecast and the November 2022 Base Case Forecast, the “Company Projections”). Each of the November 2022 Base Case Forecast and the November 2022 Satellite Loss Case Forecast were provided to J.P. Morgan, and Maxar directed J.P. Morgan to use and rely on the November 2022 Base Case Forecast and the November 2022 Satellite Loss Case Forecast in connection with the financial analyses presented by J.P. Morgan to the Board of Directors and J.P. Morgan’s opinion as discussed in “— Opinion of J.P. Morgan

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Securities LLC,” and such use and reliance was approved by the Board of Directors. Maxar provided certain financial information that was used to make the November 2022 adjustments to the October 2022 Base Case Forecast to Advent, but did not provide Advent with the November 2022 Base Case Forecast, the October Satellite Loss Case Forecast or the November 2022 Satellite Loss Case Forecast.

Maxar advised the recipients of the Company Projections that its internal financial forecasts are subjective in many respects. The inclusion of the Company Projections or of this summary does not constitute an admission or representation by Maxar, J.P. Morgan, or any other person that the information is material, should not be regarded as an indication that the Board of Directors, J.P. Morgan, Maxar or its management, or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and they should not be relied on as such. This information is not fact and should not be relied upon as indicative of actual future results, and readers of this proxy statement are cautioned not to place undue reliance on the Company Projections.

The Company Projections and the underlying assumptions upon which the Company Projections were based are subjective in many respects and subject to multiple interpretations and frequent revisions attributable to the dynamics of Maxar’s industry and based on actual experience and business developments. The Company Projections, while presented with numerical specificity, reflect numerous assumptions with respect to Company performance, industry performance, general business, economic, regulatory, market, and financial conditions, and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties, and beyond Maxar’s control. The Company Projections constitute forward-looking information and are subject to a wide variety of significant risks and uncertainties, including those described in the section of this proxy statement entitled “Forward-Looking Statements,” that could cause the Company Projections or the underlying assumptions to be inaccurate and for actual results to differ materially from the Company Projections. As a result, there can be no assurance that the Company Projections will be realized or that actual results will not be significantly higher or lower than projected, and the Company Projections cannot be considered a guarantee of future operating results and should not be relied upon as such. Because the Company Projections cover multiple years, such information by its nature becomes less reliable with each successive year. The Company Projections do not take into account any circumstances or events occurring after the date on which they were prepared, including the Merger, and some or all of the assumptions that have been made in connection with the preparation of the Company Projections may have changed since the date the Company Projections were prepared. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the Company Projections will be achieved.

In addition, the Company Projections have not been updated or revised to reflect information or results after the date the Company Projections were prepared or as of the date of this proxy statement. None of Maxar, Advent or any of our or their respective affiliates intends to, and each of them disclaims any obligation to, update or otherwise revise the Company Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error (except, in the case of Maxar, as required by applicable securities laws). These considerations should be taken into account in reviewing the Company Projections, which were prepared as of an earlier date.

For the foregoing reasons, and considering that the special meeting will be held more than three months after the Company Projections were prepared, as well as the uncertainties inherent in any forecasting information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Company Projections set forth below. The Company Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information contained in Maxar’s public filings with the SEC. Maxar urges all of its stockholders to review its most recent SEC filings for a description of its reported financial results. See the section of this proxy statement entitled “Where You Can Find More Information.”

The Company Projections were not prepared with the purpose of, or with a view toward, public disclosure or toward compliance with United States generally accepted accounting principles (“GAAP”), published guidelines of the SEC, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither KPMG LLP (“KPMG”), Maxar’s independent registered public accounting firm, nor any other accounting firm, has examined, compiled, or performed any procedures with respect to the Company Projections and, accordingly,

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neither KPMG nor any other accounting firm expresses an opinion or any other form of assurance with respect thereto. The KPMG report incorporated by reference in this proxy statement relates to Maxar’s historical financial information. It does not extend to the prospective financial information contained herein and should not be read to do so.

Maxar has not made and makes no representation to any Maxar stockholder or to Advent, Parent, Merger Sub or Preferred Equity Issuer in the Merger Agreement or otherwise concerning the Company Projections or regarding Maxar’s ultimate performance compared to the information contained in the Company Projections or that the projected results will be achieved.

July 2022 Base Case Forecast

Maxar’s management prepared the July 2022 Base Case Forecast with respect to Maxar’s business, as a standalone company, for the second half of the fiscal year ending December 31, 2022 through the fiscal year ending December 31, 2026, except that unlevered free cash flow was calculated by J.P. Morgan solely using the prospective financial information included in the July 2022 Base Case Forecast, which calculation was reviewed and approved by Maxar’s management for J.P. Morgan’s reliance and use in connection with the preliminary financial analyses presented by J.P. Morgan to the Board of Directors at the July 28, 2022 meeting.

The following is a summary of the July 2022 Base Case Forecast, with dollars in millions:

	H2 2022E			2023E			2024E			2025E			2026E
Total Revenue		$	953		$	2,056		$	2,284		$	2,422		$	2,587
Adj. EBITDA(1)		$	268		$	570		$	699		$	780		$	878
Unlevered Free Cash Flow(2)		$	87		$	360		$	464		$	499		$	580

(1)

Adjusted EBITDA is a non-GAAP measure defined as earnings before interest, taxes, depreciation and amortization, adjusted for certain items affecting the comparability of Maxar’s ongoing operating results, including restructuring, and transaction and integration related expense. Transaction and integration related expense includes costs associated with de-leveraging activities, acquisitions and dispositions and the integration of acquisitions.

(2)

Unlevered Free Cash Flow is a non-GAAP measure defined as Adjusted EBITDA, less depreciation and amortization, the pre-interest tax impact, capital expenditures and changes in net working capital, while adding back depreciation and amortization and other cash flow impacts related to impairments.

October 2022 Satellite Loss Case Forecast

Maxar’s management prepared the October 2022 Satellite Loss Case Forecast with respect to Maxar’s business, as a standalone company, for the second half of the fiscal year ending December 31, 2022 through the fiscal year ending December 31, 2026, except that unlevered free cash flow was calculated by J.P. Morgan solely using the prospective financial information included in the October 2022 Satellite Loss Case Forecast, which calculation was reviewed and approved by Maxar’s management for J.P. Morgan’s reliance and use in connection with the preliminary financial analyses presented by J.P. Morgan to the Board of Directors at the October 12, 2022 meeting.

The following is a summary of the October 2022 Satellite Loss Case Forecast, with dollars in millions:

	H2 2022E			2023E			2024E			2025E			2026E
Total Revenue		$	953		$	2,024		$	2,136		$	2,075		$	2,191
Adj. EBITDA(1)		$	268		$	538		$	551		$	433		$	482
Unlevered Free Cash Flow(2)		$	87		$	505		$	217		$	136		$	258

(1)

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related expense. Transaction and integration related expense includes costs associated with de-leveraging activities, acquisitions and dispositions and the integration of acquisitions.

(2)

October 2022 Base Case Forecast

Maxar’s management prepared the October 2022 Base Case Forecast with respect to Maxar’s business, as a standalone company, for the fiscal years ending December 31, 2022 through December 31, 2027.

The following is a summary of the October 2022 Base Case Forecast, with dollars in millions:

	2022E			2023E			2024E			2025E			2026E			2027E
Total Revenue		$	1,787		$	2,021		$	2,175		$	2,361		$	2,578		$	2,854
Adj. EBITDA(1)		$	462		$	581		$	615		$	693		$	821		$	950

(1)

November 2022 Base Case Forecast

Maxar’s management prepared the November 2022 Base Case Forecast with respect to Maxar’s business, as a standalone company, for the fiscal years ending December 31, 2023 through December 31, 2027, except that unlevered free cash flow was calculated by J.P. Morgan solely using the prospective financial information included in the November 2022 Base Case Forecast, which calculation was reviewed and approved by Maxar’s management for J.P. Morgan’s reliance and use in connection with the financial analyses presented by J.P. Morgan to the Board of Directors and J.P. Morgan’s opinion as discussed in “— Opinion of J.P. Morgan Securities LLC,” and such use and reliance was approved by the Board of Directors.

The following is a summary of the November 2022 Base Case Forecast, with dollars in millions:

	2023E			2024E			2025E			2026E			2027E
Total Revenue		$	1,989		$	2,144		$	2,332		$	2,508		$	2,787
Adj. EBITDA(1)		$	580		$	613		$	689		$	813		$	943
Unlevered Free Cash Flow(2)		$	258		$	353		$	375		$	462		$	543

(1)

(2)

November 2022 Satellite Loss Case Forecast

Maxar’s management prepared the November 2022 Satellite Loss Case Forecast with respect to Maxar’s business, as a standalone company, for the fiscal years ending December 31, 2023 through December 31, 2027, except that unlevered free cash flow was calculated by J.P. Morgan solely using the

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prospective financial information included in the November 2022 Satellite Loss Case Forecast, which calculation was reviewed and approved by Maxar’s management for J.P. Morgan’s reliance and use in connection with the financial analyses presented by J.P. Morgan to the Board of Directors and J.P. Morgan’s opinion as discussed in “— Opinion of J.P. Morgan Securities LLC,” and such use and reliance was approved by the Board of Directors.

The following is a summary of the November 2022 Satellite Loss Case Forecast, with dollars in millions:

	2023E			2024E			2025E			2026E			2027E
Total Revenue		$	1,957		$	2,084		$	1,985		$	2,112		$	2,490
Adj. EBITDA(1)		$	548		$	553		$	342		$	417		$	646
Unlevered Free Cash Flow(2)		$	404		$	176		$	12		$	139		$	304

(1)

Adjusted EBITDA is a non-GAAP measure defined as earnings before interest, taxes, depreciation and amortization, adjusted for certain items affecting the comparability of Maxar’s ongoing operating results, including restructuring, impairments, insurance recoveries, and transaction and integration related expense. Transaction and integration related expense includes costs associated with de-leveraging activities, acquisitions and dispositions and the integration of acquisitions.

(2)

Adjusted EBITDA and Unlevered Free Cash Flow are non-GAAP financial measures within the meaning of the applicable rules and regulations of the SEC, which are financial measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from non-GAAP financial measures used by other companies. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. SEC rules that may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures provided to directors or a financial advisor (like the Company Projections) in connection with a proposed transaction like the Merger when the disclosure is included in a document like this proxy statement. In addition, reconciliations of non-GAAP financial measures to GAAP financial measures were not relied upon by J.P. Morgan for purposes of its financial analysis and opinion or by the Board of Directors in connection with its consideration of the Merger. Accordingly, Maxar has not provided a reconciliation of the non-GAAP financial measures included in the Company Projections to the relevant GAAP financial measures.

The Company Projections do not take into account the possible financial and other effects on Maxar of the Merger and do not attempt to predict or suggest future results following the Merger. The Company Projections do not give effect to the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with completing the Merger, the effect on Maxar of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but that were instead altered, accelerated, postponed, or not taken in anticipation of the Merger. Further, the Company Projections do not take into account the effect on Maxar of any possible failure of the Merger to occur.

Interests of Maxar’s Executive Officers and Directors in the Merger

In considering the recommendation of the Board of Directors that Maxar stockholders approve the transaction and vote in favor of the Merger Agreement Proposal, the Compensation Proposal and the Adjournment Proposal, Maxar stockholders should be aware that the executive officers and directors of Maxar have certain interests in the transactions that are or may be different from, or in addition to, the interests of Maxar stockholders generally. The Board of Directors was aware of these interests and considered

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them, among other matters, in approving the Merger Agreement and the transactions contemplated by it, including the Merger, and in making their recommendation that Maxar stockholders adopt the Merger Agreement.

These interests are described in more detail below, and certain of them, including compensation that may become payable in connection with the Merger to named executive officers, which is the subject of a nonbinding, advisory vote of Maxar stockholders, are quantified in the narrative below. For more information, please see the section of this proxy statement entitled “Proposal 2: The Compensation Proposal.” The dates used below to quantify these interests have been selected for illustrative purposes only and do not necessarily reflect the dates on which certain events will occur.

For purposes of this disclosure,

•

the named executive officers of Maxar are:

•

Daniel L. Jablonsky, Chief Executive Officer

•

Biggs C. Porter, Chief Financial Officer

•

Walter S. Scott, Chief Technology Officer

•

Leon Anthony Frazier, General Manager, Public Sector

•

James C. Lee, General Counsel and Corporate Secretary

•

“qualifying termination” means a termination of employment without cause or for good reason (each term as defined in the relevant agreement)

Treatment of Maxar Equity Awards

Maxar SARs

Maxar PSU and RSUs

Each Maxar PSU and RSU that is outstanding as of immediately prior to the Effective Time, excluding any Maxar RSUs granted in 2023 to any individual who is not a non-employee Maxar director (each such excluded RSU, a “2023 Employee RSU”), whether vested or unvested, will be cancelled and converted into the right to receive a cash payment equal to the product of (1) the number of shares of Maxar common stock subject to the respective award as of immediately prior to the Effective Time and (2) the Merger Consideration. For purposes of clause (1) of the immediately preceding sentence, the number of shares of common stock subject to a Maxar PSU will equal (i) for a Maxar PSU granted in 2020, 175% of the target number of shares of Maxar common stock covered by such Maxar PSU, (ii) for a Maxar PSU granted in 2021, 176% of the target number of shares of Maxar common stock covered by such Maxar PSU, and (iii) for a Maxar PSU granted in 2022, 184% of the target number of shares of Maxar common stock covered by such Maxar PSU.

2023 Employee RSUs

For each 2023 Employee RSU, 33% of the number of shares covered by such 2023 Employee RSU that are outstanding as of immediately prior to the Effective Time (the “single trigger shares”), whether vested or unvested, will be cancelled and converted into the right to receive a cash payment equal to the product of (1) the number of single trigger shares and (2) the Merger Consideration, with such payment to be made no later than 10 business days following the Effective Time. The remaining shares covered by such 2023 Employee RSU (the “double trigger shares”), whether vested or unvested, will be cancelled and converted into the right to receive a cash payment equal to the product of (1) the number of double trigger shares and

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(2) the Merger Consideration, with such payment to be made in two substantially equal installments on each of January 1, 2024, and January 1, 2025, subject to the holder’s continued employment with Maxar, the Surviving Corporation, or a subsidiary through the applicable payment date; provided, that, if such holder experiences a qualifying termination, any unpaid amount will be paid to the holder within 30 days of such termination.

For an estimate of the value of unvested equity awards that would vest assuming that the Merger occurs on March 10, 2023, and each of the named executive officers experiences a qualifying termination on that date, see “— Quantification of Payments and Benefits to Maxar’s Named Executive Officers” below. We estimate that the value of unvested equity awards held by all executive officers, other than the named executive officers, that would vest assuming that the Effective Time occurs on March 10, 2023, and all such executive officers experience qualifying terminations on that date is $12,931,998. We estimate that the aggregate value of unvested equity awards held by all non-employee directors of Maxar that would vest assuming that the Merger occurs on March 10, 2023 is $2,076,540.

Executive Severance Arrangements

Daniel L. Jablonsky

Maxar is party to an amended and restated employment agreement with Daniel L. Jablonsky (the “Jablonsky Agreement”). Pursuant to the Jablonsky Agreement, if Mr. Jablonsky experiences a qualifying termination during the period beginning three months before and ending 12 months following a change in control, he will be entitled to (1) severance equal to 2.99 times the sum of his then-current base salary plus his target annual bonus for the year of termination, generally payable in a lump sum, (2) accelerated vesting of Mr. Jablonsky’s outstanding equity awards, with any performance conditions calculated based upon the higher of actual achievement and prorated target achievement, (3) up to 36 months of continued health coverage for Mr. Jablonsky and his dependents under Maxar’s group health plan, or reimbursement for such costs, and (4) “executive package” outplacement services. The foregoing payments are conditional on Mr. Jablonsky’s executing and not revoking a release of claims agreement with Maxar. Mr. Jablonsky is prohibited for a period of one year following termination of employment from competing with Maxar and soliciting Maxar’s employees.

Messrs. Porter, Scott, Frazier and Lee

Each of Messrs. Porter, Scott, Frazier and Lee is party to a change in control and severance agreement with Maxar. These agreements provide that, in the case of Messrs. Frazier and Lee, in the event of a qualifying termination during the period beginning three months before and ending 24 months following a change in control of Maxar, and, in the case of Messrs. Porter and Scott, in the event of a qualifying termination on or during 24 months following a change in control, the executive officer will be entitled to (1) severance equal to two times the sum of the executive’s then-current base salary plus his target annual bonus for the year of termination, generally payable in a lump sum, (2) a lump sum payment equal to 24 months of continued COBRA premiums, (3) “executive package” outplacement services, and (4) accelerated vesting of the executive’s outstanding equity awards; provided, that, Mr. Porter is only eligible for accelerated vesting if he experiences a qualifying termination within the first 12 months following a change in control. The foregoing payments are conditional on the executive executing and not revoking a release of claims agreement with Maxar. Each of Messrs. Porter, Scott, Frazier and Lee is prohibited for a period of one year following termination of employment from competing with Maxar and soliciting Maxar’s employees.

For an estimate of the value of the severance payments described above that would be payable to Maxar’s named executive officers upon a qualifying termination on March 10, 2023, see “— Quantification of Payments and Benefits to Maxar’s Named Executive Officers” below. We estimate that the aggregate value of severance payments that would be payable to all Maxar executive officers who are not named executive officers, assuming a qualifying termination on March 10, 2023, is $21,702,338.

Retention Awards

In connection with the Merger, Maxar awarded each named executive officer a one-time cash retention bonus. Maxar awarded Mr. Jablonsky a retention bonus of $1,500,000, Mr. Frazier a retention bonus of

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$700,000, Mr. Lee a retention bonus of $650,000, Mr. Porter a retention bonus of $500,000 and Mr. Scott a retention bonus of $300,000. Each retention bonus will vest with respect to one third of the award upon the Effective Time and with respect to the remaining two thirds of the award on the one year anniversary of the Effective Time, subject to the recipient’s continued employment through the applicable vesting date (or such recipient’s earlier qualifying termination). The estimated aggregate amount of retention bonuses that will be payable to all Maxar executive officers who are not named executive officers is $1,390,000.

Indemnification Insurance

Pursuant to the terms of the Merger Agreement, Maxar’s directors and executive officers will be entitled to certain ongoing indemnification and coverage for a period of six years following the effective time under directors’ and officers’ liability insurance policies from the Surviving Corporation. This indemnification and insurance coverage is further described in the section entitled “The Merger Agreement — Indemnification and Insurance.”

New Compensation Arrangements

Any executive officers and directors who become officers, directors or employees or who otherwise are retained to provide services to the Surviving Corporation may enter into new individualized compensation arrangements and may participate in cash or equity incentive or other benefit plans maintained by Parent, any of its affiliates or the Surviving Corporation. As of the date of this proxy statement, no compensation arrangements between such persons and the Surviving Corporation and/or its affiliates have been established or discussed.

Quantification of Payments and Benefits to Maxar’s Named Executive Officers

The table below sets forth the amount of payments and benefits that each of Maxar’s named executive officers would receive in connection with the Merger, assuming (i) that the Merger were consummated and each such named executive officer experienced a qualifying termination on March 10, 2023 (which is the assumed date solely for purposes of this golden parachute compensation disclosure); (ii) a per share price of Maxar ordinary shares of $53; (iii) that each named executive officer’s base salary rate and annual target bonus remain unchanged from those in effect as of the date of this proxy statement; and (iv) equity awards that are outstanding as of March 10, 2023. The calculations in the table below do not include any amounts that the named executive officers were entitled to receive or that were vested as of the date hereof. In addition, these amounts do not attempt to forecast any additional awards, grants or forfeitures that may occur prior to the Effective Time or any awards that, by their terms, vest irrespective of the Merger prior to March 10, 2023. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

Golden Parachute Compensation

Named Executive Officer	Cash ($)(1)			Equity Awards ($)(2)			Benefits ($)(3)			Total ($)
Daniel L. Jablonsky		$	8,571,350		$	21,840,306		$	82,625		$	30,494,281
Biggs C. Porter		$	2,750,000		$	7,239,160		$	60,248		$	9,349,408
Walter S. Scott		$	2,050,000		$	7,140,758		$	55,084		$	10,095,841
Leon Anthony Frazier		$	2,900,000		$	7,551,044		$	37,021		$	10,338,066
James C. Lee		$	2,486,000		$	4,988,458		$	60,607		$	7,535,064

(1)

Cash Payments for Named Executive Officers.

Cash Severance

Each of the named executive officers is party to an agreement that provides for severance in connection with a change in control.

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Mr. Jablonsky’s agreement provides that, in the event of a qualifying termination, Mr. Jablonsky will be entitled to (1) severance equal to 2.99 times the sum of his base salary plus his target annual bonus, generally payable in a lump sum, (2) accelerated vesting of his outstanding equity awards, with any performance conditions calculated based upon the higher of actual achievement and prorated target achievement, (3) up to 36 months of continued health coverage for Mr. Jablonsky and his dependents under Maxar’s group health plan, or reimbursement for such costs, and (4) outplacement services at Maxar’s cost.

Messrs. Porter, Scott, Frazier and Lee’s agreements provide that, in the event of a qualifying termination, the named executive officer will be entitled to (1) severance equal to two times the sum of the named executive officer’s base salary plus target annual bonus, generally payable in a lump sum, (2) accelerated vesting of the executive officer’s outstanding equity awards, (3) lump-sum reimbursement of the COBRA premiums for the executive for the 24 months following the termination and (4) outplacement services at Maxar’s cost.

Each of the named executive officers must sign a release of claims against Maxar, and each of the named executive officers is prohibited for a period of one year following termination of employment from competing with Maxar and soliciting Maxar’s employees.

Cash Retention

In connection with the Merger, each named executive officer received a one-time cash-based retention bonus in the following amounts. Each retention bonus will vest with respect to one third of the award upon the Effective Time and with respect to the remaining two thirds of the award on the one year anniversary of the Effective Time, subject to the recipient’s continued employment through the applicable vesting date (or such recipient’s earlier qualifying termination).

Daniel L. Jablonsky	$	1,500,000
Biggs C. Porter	$	500,000
Walter S. Scott	$	300,000
Leon Anthony Frazier	$	700,000
James C. Lee	$	650,000

(2)

Equity Award Treatment.

Each Maxar SAR that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled and converted into the right to receive a cash payment equal to the product of (a) the number of Maxar common stock shares subject to such Maxar SAR as of immediately prior to the Effective Time and (b) the excess, if any, of the Merger Consideration over the exercise price per Maxar ordinary share subject to such Maxar SAR as of the Effective Time.

Each Maxar RSU and PSU Award that is outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive a cash payment equal to the product of (a) the number of Maxar common stock shares subject to such Maxar RSU or PSU Award as of immediately prior to the Effective Time and (b) the Merger Consideration. For purposes of clause (a) of the immediately preceding sentence, the number of Maxar common stock shares subject to a Maxar PSU Award will be based on 175% achievement of target performance for PSU Awards granted in 2020, 176% achievement of target performance for PSU Awards granted in 2021, and 184% achievement of target performance for PSU Awards granted in 2022.

Two thirds of the cash payment received in exchange for the 2023 Employee RSUs will vest and be payable in roughly equal installments on January 1, 2024, and January 1, 2025, subject to the named executive officer’s continued employment with Maxar, the Surviving Corporation or a subsidiary through the applicable payment date; provided, that, in the event the holder of such 2023 Employee RSUs experiences a qualifying termination, any unvested amount will be paid to the holder within 30 days of such termination. Payment of the remaining third of the cash payment received in exchange for the 2023 Employee RSUs will be made within 10 business days following the Effective Time.

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Named Executive Officer	Value of Maxar SARs ($)			Value of Maxar RSU Awards (excluding 2023 RSUs) ($)			Value of 2023 Employee RSUs ($)			Value of Maxar PSU Awards ($)			Total ($)
Daniel L. Jablonsky			—		$	4,446,117		$	5,466,632		$	11,927,557		$	21,840,306
Biggs C. Porter		$	170,684		$	2,085,020			—		$	5,295,340		$	7,551,044
Walter S. Scott			—		$	1,603,886		$	1,561,910		$	4,073,364		$	7,239,160
Leon Anthony Frazier			—		$	1,492,109		$	1,770,147		$	3,878,502		$	7,140,758
James C. Lee			—		$	987,019		$	1,353,673		$	2,647,766		$	4,988,458

(3)

As described above under “— Interests of Maxar’s Executive Officers and Directors in the Merger — Executive Severance Arrangements,” this amount represents the value of (i) for Mr. Jablonsky, up to 36 months of continued health coverage for the executive and his dependents under Maxar’s group health plan, or reimbursement for such costs, and for Messrs. Porter, Scott, Frazier and Lee, lump-sum reimbursement of the COBRA premiums for the executive and his dependents for the 24 months following termination, and (ii) outplacement services at Maxar’s cost.

Financing of the Merger

Parent and Merger Sub have obtained committed Financing consisting of (a) Equity Financing to be provided by the Equity Financing Sources pursuant to the terms and conditions of the Equity Commitment Letters, (b) Debt Financing to be provided by the Lender Parties pursuant to the terms and conditions of the Debt Commitment Letter and (c) Preferred Equity Financing to be provided by the Preferred Equity Investor Parties pursuant to the terms and conditions of the Preferred Equity Commitment Letter. In connection with the Merger Agreement, Parent and Merger Sub have delivered to Maxar copies of the Debt Commitment Letter and the Equity Commitment Letters, and Preferred Equity Issuer has delivered to Maxar a copy of the Preferred Equity Commitment Letter.

Equity Financing

Pursuant to the Equity Commitment Letters, and subject to the terms and conditions thereof, the Equity Financing Sources have committed to capitalize Parent at the Closing with an aggregate equity contribution equal to approximately $4.1 billion for the purpose of funding the Required Amounts. The obligations of each Equity Financing Source to provide the Equity Financing under the applicable Equity Commitment Letter are subject only to the following conditions: (a) the satisfaction in full, or waiver by Parent, of each of the conditions to the obligations of Parent and Merger Sub to consummate the transactions set forth in the Merger Agreement (other than those conditions that by their terms or nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof), (b) no party having validly terminated the Merger Agreement in accordance with its terms, (c) Maxar’s confirmation in writing that if each of the Equity Financing, the Debt Financing and the Preferred Equity Financing are funded (including any Alternative Debt/Preferred Equity Financing (as defined in the Merger Agreement) that has been obtained in accordance with, and satisfies the conditions of, the Merger Agreement), Maxar will take such actions that are required of it by the Merger Agreement to consummate the Closing, (d) each of the Debt Financing and Preferred Equity Financing have been funded or will be funded, in accordance with the terms of the Debt Commitment Letter and the Preferred Equity Commitment Letter, as applicable, if the

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Equity Financing is funded at the Closing, and (e) the prior or substantially concurrent funding of each Equity Financing Source’s equity commitment under the applicable Equity Commitment Letter.

The obligation of each Equity Financing Source to fund its equity commitment will automatically and immediately terminate upon the earliest to occur of: (a) the Closing, (b) the valid termination of the Merger Agreement in accordance with its terms, (c) the payment in full of the Guaranteed Obligations pursuant to the Guarantee and (d) the commencement by Maxar or any of its controlled affiliates of any lawsuit asserting any claim pursuant to its Equity Commitment Letter (other than certain retained claims).

Maxar is an express third-party beneficiary of the Equity Commitment Letters solely with respect to (i) requiring Maxar’s consent to any amendment or modification of the Equity Commitment Letters and (ii) the rights granted to Parent under the Equity Commitment Letters, such that Maxar is entitled to specifically enforce the obligations of each Equity Financing Source (and any of their respective successors or assigns) under the applicable Equity Commitment Letter through an action for specific performance, in each case without a requirement that such enforcement be at the direction of Parent and subject to (a) the limitations and conditions set forth in each Equity Commitment Letter and (b) the terms and conditions of the Merger Agreement.

Debt Financing and Preferred Equity Financing

In addition, in connection with the Merger Agreement, (a) the Lender Parties have committed to provide Parent with Debt Financing and (b) Parent has obtained commitments for Preferred Equity Financing, together in an aggregate principal amount that is sufficient, when taken together with the Equity Financing, to pay the Required Amounts. The obligations of the Lender Parties to provide Debt Financing under the Debt Commitment Letter, and the obligations of the Preferred Equity Investor Parties to provide Preferred Equity Financing under the Preferred Equity Commitment Letter, in each case, are subject to a number of customary conditions, including the substantially concurrent consummation of the Merger. For more information, please see the section of this proxy statement entitled “The Merger Agreement — Debt Financing and Preferred Equity Financing.”

Guarantee

Pursuant to the Guarantee, the Equity Financing Sources have agreed to severally (but not jointly, or jointly and severally) guarantee the due, punctual and complete payment, performance and discharge of either of the following mutually exclusive obligations: (a) the obligation of Parent to pay, or to provide adequate funds for the payment to Maxar of, (1) certain indemnification and reimbursement obligations solely if and when payable by Parent to Maxar and its representatives in connection with arrangement of the Debt Financing and certain other fees and expenses payable by Parent pursuant to the Merger Agreement, plus (2) an amount equal to the Parent Termination Fee (plus certain enforcement expenses payable by Parent), solely if and when any of the Parent Termination Fee is payable pursuant to the Merger Agreement; or (b) the obligation of Parent to fund an amount equal to the Equity Contribution in the event, and only in the event, that specific performance with respect to Parent’s obligation to cause the Equity Financing to be funded by Parent and to consummate the Closing is awarded against Parent pursuant to the Merger Agreement, subject in all respects to the terms of the Merger Agreement. Notwithstanding anything in the Guarantee, the Merger Agreement, or any other agreement to the contrary, Maxar has agreed that in no event is any Equity Financing Source required to pay any amount to Maxar or any affiliate thereof under, in respect of, or in connection with the Guarantee, the Merger Agreement or any other agreement, in excess of, in the case of amounts paid with respect to clause (a) of the Guaranteed Obligations, the pro rata portion of such Equity Financing Source with respect to such amounts and with respect to clause (b) of the Guaranteed Obligations, the pro rata portion of such Equity Financing Source of the Equity Contribution.

Subject to specified exceptions, the Guarantee will terminate upon the earliest of:

•

the Closing;

•

the date of commencement of any litigation or other proceeding by Maxar or any controlled affiliate thereof claiming by, through or on behalf of Maxar, prohibited by the Guarantee (other than certain retained claims);

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•

completed performance of either of the mutually exclusive Guaranteed Obligations pursuant to the terms of the Guarantee; and

•

the date that is 120 days from the date of the valid termination of the Merger Agreement under circumstances in which any portion of the Guaranteed Obligations could be payable (unless Maxar has made a claim under the Guarantee prior to such date, in which case the relevant date of termination shall be the date that such claim is finally settled or otherwise resolved either in a final judicial determination or by agreement of Maxar and the Equity Financing Sources (or their successors or permitted assignee) and the Guaranteed Obligations finally determined or agreed to be owed by the Equity Financing Sources (or their successors or permitted assignee) are satisfied in full).

Closing and Effective Time

The closing of the Merger (which we refer to as the “Closing”) will take place remotely at 10:00 a.m. New York City time on the date that is three business days after the date on which all conditions to the Closing, which are described below in the section of this proxy statement entitled “The Merger Agreement — Conditions to the Closing of the Merger” (other than the conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at or prior to the Closing), or at such other date, time and place as Parent and Maxar may mutually agree in writing. The date on which the Closing takes place is herein referred to as the “Closing Date.”

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Appraisal Rights

If the Merger is consummated, Maxar stockholders who continuously hold shares of Maxar common stock through the Effective Time, do not vote in favor of the adoption of the Merger Agreement and properly demand appraisal of their shares and otherwise comply with the statutory requirements of Section 262 of the DGCL will be entitled to seek appraisal of their shares in connection with the Merger under Section 262 of the DGCL. The following discussion is not a complete statement of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262, which is attached to this proxy statement as Annex C and incorporated herein by reference. The following summary does not constitute any legal or other advice and does not constitute a recommendation that Maxar stockholders exercise their appraisal rights under Section 262. All references in Section 262 and in this summary to a “stockholder,” “holder of shares of Maxar common stock” or “Maxar stockholder” are to the record holder of shares of Maxar common stock unless otherwise expressly noted herein. Only a holder of record of shares of Maxar common stock is entitled to demand appraisal of the shares registered in that holder’s name. A person having a beneficial interest in shares of Maxar common stock held of record in the name of another person, such as a bank, broker, fiduciary (such as a trustee, guardian or custodian), depository or other nominee, must act promptly to cause the record holder to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. If you hold your shares of Maxar common stock through a bank, broker or other nominee and you wish to exercise appraisal rights, you should consult with your bank, broker or other nominee.

Under Section 262, if the Merger is completed, Maxar stockholders who: (a) submit a written demand for appraisal of their shares; (b) do not vote in favor of the adoption of the Merger Agreement; (c) continuously are the record holders of such shares through the Effective Time; and (d) otherwise exactly follow the procedures set forth in Section 262 may be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” of the shares of Maxar common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, if any, as determined by the Delaware Court of Chancery. However, after an appraisal petition has been filed, the Delaware Court of Chancery will dismiss appraisal proceedings as to all Maxar stockholders who have asserted appraisal rights unless (i) the total number of shares for which appraisal rights have been pursued and perfected exceeds 1% of the outstanding shares of Maxar common stock as measured in accordance with subsection (g) of Section 262;

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or (ii) the value of the aggregate Merger Consideration in respect of the shares of Maxar common stock for which appraisal rights have been pursued and perfected exceeds $1 million (conditions (i) and (ii) which are referred to as the “ownership thresholds”). Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during such period. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may voluntarily pay to each Maxar stockholder entitled to appraisal an amount in cash pursuant to subsection (h) of Section 262, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary cash payment, unless paid at such time. The Surviving Corporation is under no obligation to make such voluntary cash payment prior to such entry of judgment.

Under Section 262, where a merger is to be submitted for approval at a meeting of stockholders, such as the Special Meeting, the corporation, not less than 20 days prior to the meeting, must notify each of its stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights are available and include in the notice a copy of Section 262. This proxy statement constitutes Maxar’s notice to its stockholders that appraisal rights are available in connection with the Merger, and the full text of Section 262 is attached to this proxy statement as Annex C. In connection with the Merger, any Maxar stockholder who wishes to exercise appraisal rights, or who wishes to preserve such holder’s right to do so, should review this discussion and Annex C carefully. Failure to strictly comply with the requirements of Section 262 in a timely and proper manner may result in the loss of appraisal rights under the DGCL. A Maxar stockholder who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration described in the Merger Agreement. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of Maxar common stock, Maxar believes that if a Maxar stockholder considers exercising such rights, that Maxar stockholder should seek the advice of legal counsel.

Maxar stockholders wishing to exercise the right to seek an appraisal of their shares of Maxar common stock must do ALL of the following:

•

the Maxar stockholder must not vote in favor of the Merger Agreement Proposal;

•

the Maxar stockholder must deliver to Maxar a written demand for appraisal before the vote by the Maxar stockholders is taken on the Merger Agreement Proposal at the Special Meeting;

•

the Maxar stockholder must continuously hold the shares of Maxar common stock from the date of making the demand through the Effective Time (a Maxar stockholder will lose appraisal rights if the Maxar stockholder transfers the shares before the Effective Time); and

•

the Maxar stockholder (or any person who is the beneficial owner of shares of Maxar common stock held either in a voting trust or by a nominee on behalf of such person) or the Surviving Corporation must file a petition in the Delaware Court of Chancery requesting a determination of the fair value of the shares within 120 days after the Effective Time. The Surviving Corporation is under no obligation to file any petition and has no intention of doing so.

In addition, one of the ownership thresholds must be met.

Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, a Maxar stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the adoption of the Merger Agreement, abstain or not vote his, her or its shares.

Filing Written Demand

Any Maxar stockholder wishing to exercise appraisal rights must deliver to Maxar, before the vote on the adoption of the Merger Agreement at the Special Meeting at which the proposal to adopt the Merger Agreement will be submitted to Maxar stockholders, a written demand for the appraisal of such Maxar stockholder’s shares, and that Maxar stockholder must not vote or submit a proxy in favor of the adoption of

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the Merger Agreement. A Maxar stockholder exercising appraisal rights must hold of record the shares on the date the written demand for appraisal is made and must continue to hold the shares of record through the Effective Time. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted in favor of the adoption of the Merger Agreement, and it will constitute a waiver of the Maxar stockholder’s appraisal rights. Therefore, a Maxar stockholder who submits a proxy and who wishes to exercise appraisal rights must submit a proxy containing instructions to vote against the adoption of the Merger Agreement or abstain from voting, or otherwise fail to vote, on the adoption of the Merger Agreement. Neither voting against the adoption of the Merger Agreement nor abstaining from voting or failing to vote on the proposal to adopt the Merger Agreement will, in and of itself, constitute a written demand for appraisal satisfying the requirements of Section 262. The written demand for appraisal must be in addition to and separate from any proxy or vote on the adoption of the Merger Agreement. A proxy or vote against the adoption of the Merger Agreement will not constitute a demand. A Maxar stockholder’s failure to make the written demand prior to the taking of the vote on the adoption of the Merger Agreement at the Special Meeting of Maxar stockholders will constitute a waiver of appraisal rights.

Only a holder of record of shares of Maxar common stock is entitled to demand appraisal rights for the shares registered in that holder’s name. A demand for appraisal in respect of shares of Maxar common stock must be executed by or on behalf of the holder of record, and must reasonably inform Maxar of the identity of the holder and state that the person intends thereby to demand appraisal of the holder’s shares in connection with the Merger. If the shares are owned of record in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner, and if the shares are owned of record by more than one person, as in a joint tenancy and tenancy in common, the demand must be executed by or on behalf of all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute a demand for appraisal on behalf of a holder of record; however, the agent must identify the record owner or owners and expressly disclose that, in executing the demand, the agent is acting as agent for the record owner or owners.

MAXAR STOCKHOLDERS WHO HOLD THEIR SHARES IN BROKERAGE OR BANK ACCOUNTS OR OTHER NOMINEE FORMS AND WHO WISH TO EXERCISE APPRAISAL RIGHTS SHOULD CONSULT WITH THEIR BANK, BROKER OR OTHER NOMINEES, AS APPLICABLE, TO DETERMINE THE APPROPRIATE PROCEDURES FOR THE BANK, BROKER OR OTHER NOMINEES TO MAKE A DEMAND FOR APPRAISAL OF THOSE SHARES. A PERSON HAVING A BENEFICIAL INTEREST IN SHARES HELD OF RECORD IN THE NAME OF ANOTHER PERSON, SUCH AS A BANK, BROKER OR OTHER NOMINEE, MUST ACT PROMPTLY TO CAUSE THE RECORD HOLDER TO FOLLOW PROPERLY AND IN A TIMELY MANNER THE STEPS NECESSARY TO PERFECT APPRAISAL RIGHTS.

All demands for appraisal pursuant to Section 262 should be in writing and should be mailed or delivered to:

Maxar Technologies Inc.
Attention: James C. Lee, Corporate Secretary
1300 West 120th Avenue
Westminster, Colorado 80234

At any time within 60 days after the Effective Time, any Maxar stockholder who has delivered a written demand to Maxar and who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal and accept the Merger Consideration by delivering to Maxar a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than 60 days after the Effective Time shall require written approval of the Surviving Corporation. No appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any Maxar stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that this provision shall not affect the right of any Maxar stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such Maxar stockholder’s demand for appraisal and to accept the Merger Consideration within 60 days after the Effective Time. If an appraisal proceeding is commenced and Maxar, as the Surviving Corporation, does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any Maxar stockholder who

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withdraws such stockholder’s demand in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding with respect to a Maxar stockholder, the stockholder will be entitled to receive only the appraised value determined in any such appraisal proceeding, which value could be less than, equal to or more than the Merger Consideration being offered pursuant to the Merger Agreement.

Notice by the Surviving Corporation

If the Merger is completed, within 10 days after the Effective Time, the Surviving Corporation will notify each Maxar stockholder who has properly made a written demand for appraisal pursuant to Section 262, and who has not voted in favor of the adoption of the Merger Agreement, that the Merger has become effective and the effective date thereof.

Filing a Petition for Appraisal

Within 120 days after the Effective Time, but not thereafter, the Surviving Corporation or any Maxar stockholder who has complied with Section 262 and is entitled to seek appraisal under Section 262 (including for this purpose any beneficial owner of shares of Maxar common stock held either in a voting trust or by nominee on behalf of such person) may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Corporation in the case of a petition filed by a Maxar stockholder (or beneficial owner), demanding a determination of the fair value of the shares held by all dissenting Maxar stockholders entitled to appraisal. The Surviving Corporation is under no obligation, and has no present intention, to file a petition, and Maxar stockholders should not assume that the Surviving Corporation will file a petition or initiate any negotiations with respect to the fair value of the shares of Maxar common stock. Accordingly, any Maxar stockholders who desire to have their shares appraised should initiate all necessary action to perfect their appraisal rights in respect of their shares of Maxar common stock within the time and in the manner prescribed in Section 262. The failure of a Maxar stockholder to file such a petition within the period specified in Section 262 could nullify the Maxar stockholder’s previous written demand for appraisal.

Within 120 days after the Effective Time, any Maxar stockholder who has complied with the requirements of Section 262 and who is entitled to appraisal rights thereunder will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares of Maxar common stock not voted in favor of the adoption of the Merger Agreement and with respect to which Maxar has received demands for appraisal, and the aggregate number of holders of such shares. The Surviving Corporation must mail such statement to the requesting Maxar stockholder within 10 days after receipt by the Surviving Corporation of the written request for such a statement or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A beneficial owner of shares of Maxar common stock held either in a voting trust or by a nominee on behalf of such person may, in such person’s own name, file a petition seeking appraisal or request from the Surviving Corporation the statement described in this paragraph. As noted above, however, the demand for appraisal can only be made by a Maxar stockholder of record.

If a petition for an appraisal is duly filed by a Maxar stockholder or a beneficial owner and a copy thereof is served upon the Surviving Corporation, the Surviving Corporation will then be obligated within 20 days after such service to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all Maxar stockholders who have demanded payment for their shares and with whom agreements as to the value of their shares have not been reached. Upon the filing of any such petition, the Delaware Court of Chancery may order that notice of the time and place fixed for the hearing on the petition be mailed to the Surviving Corporation and all of the Maxar stockholders shown on such verified list at the addresses stated therein. Such notice will also be published at least one week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication determined by the Delaware Court of Chancery. The costs of these notices are borne by the Surviving Corporation. After notice to Maxar stockholders as required by the court, the Delaware Court of Chancery is empowered to conduct a hearing on the petition to determine those Maxar stockholders who have complied with Section 262 and who have become entitled to appraisal rights thereunder. The Delaware Court of Chancery may require Maxar stockholders who demanded appraisal of their shares to

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submit their stock certificates (if any) to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings and, if any Maxar stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss that Maxar stockholder from the proceedings. The Delaware Court of Chancery will dismiss appraisal proceedings as to all Maxar stockholders who have asserted appraisal rights unless one of the ownership thresholds is met.

Determination of “Fair Value”

After determining the Maxar stockholders entitled to appraisal and that at least one of the ownership thresholds described above has been satisfied as to Maxar stockholders seeking appraisal rights, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceeding, the Delaware Court of Chancery will determine the “fair value” of the shares of Maxar common stock, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value (subject, in the case of interest payments, to any voluntary cash payments made by the Surviving Corporation pursuant to subsection (h) of Section 262 that have the effect of limiting the sum on which interest accrues as described below). In determining fair value, the Delaware Court of Chancery will take into account all relevant factors. Unless the court in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. However, at any time before the Delaware Court of Chancery enters judgment in the appraisal proceedings, the Surviving Corporation may pay to each Maxar stockholder entitled to appraisal an amount in cash, in which case such interest will accrue after the time of such payment only on an amount that equals the difference, if any, between the amount so paid and the “fair value” of the shares as determined by the Delaware Court of Chancery, in addition to any interest accrued prior to the time of such voluntary payment, unless paid at such time.

In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Supreme Court of Delaware also stated that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

Maxar stockholders considering seeking appraisal should be aware that the fair value of their shares as so determined by the Delaware Court of Chancery could be more than, the same as or less than the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery, and Maxar stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Neither Maxar nor Parent anticipates offering more than the Merger Consideration to any Maxar stockholder exercising appraisal rights, and each of Maxar and Parent reserves the rights to make a voluntary cash payment pursuant to subsection (h) of Section 262 and to assert, in any appraisal proceeding, that for purposes of Section 262, the “fair value” of a share of Maxar common stock is less than the Merger Consideration. If a petition for appraisal is not timely filed, or if neither of the ownership thresholds described above has been satisfied as to Maxar stockholders seeking appraisal rights, then the right to an appraisal will cease.

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The costs of the appraisal proceedings (which do not include attorneys’ fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and charged upon the parties as the Delaware Court of Chancery deems equitable under the circumstances. Upon application of a Maxar stockholder, the Delaware Court of Chancery may also order that all or a portion of the expenses incurred by a Maxar stockholder in connection with an appraisal proceeding, including reasonable attorneys’ fees and the fees and expenses of experts, be charged pro rata against the value of all of the shares entitled to be appraised. In the absence of such determination or assessment, each party bears its own expenses.

If any Maxar stockholder who demands appraisal of his, her or its shares of Maxar common stock under Section 262 fails to perfect, or effectively loses or withdraws, such holder’s right to appraisal, the Maxar stockholder’s shares of Maxar common stock will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration, without interest. A Maxar stockholder will fail to perfect, or effectively lose or withdraw, such holder’s right to appraisal if no petition for appraisal is filed within 120 days after the Effective Time, if neither of the ownership thresholds described above is met or if the Maxar stockholder properly delivers to the Surviving Corporation a written withdrawal of such holder’s demand for appraisal and an acceptance of the Merger Consideration in accordance with Section 262.

From and after the Effective Time, no Maxar stockholder who has demanded appraisal rights will be entitled to vote such shares of Maxar common stock for any purpose or to receive payment of dividends or other distributions on the stock, except dividends or other distributions on the holder’s shares of Maxar common stock, if any, payable to Maxar stockholders as of a time prior to the Effective Time. If no petition for an appraisal is filed, if neither of the ownership thresholds described above is met, or if the Maxar stockholder delivers to the Surviving Corporation a written withdrawal of the demand for an appraisal and an acceptance of the Merger, either within 60 days after the Effective Time or thereafter with the written approval of the Surviving Corporation, then the right of such Maxar stockholder to an appraisal will cease. Once a petition for appraisal is filed with the Delaware Court of Chancery, however, the appraisal proceeding may not be dismissed as to any Maxar stockholder without the approval of the court, and such approval may be conditioned upon such terms as the court deems just; provided, however, that the foregoing shall not affect the right of any Maxar stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such Maxar stockholder’s demand for appraisal and to accept the terms offered upon the Merger within 60 days after the Effective Time.

Failure to comply strictly with all of the procedures set forth in Section 262 may result in the loss of a Maxar stockholder’s statutory appraisal rights. Consequently, any Maxar stockholder wishing to exercise appraisal rights is encouraged to consult legal counsel before attempting to exercise those rights.

Litigation Related to the Merger

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Complaints, as the “Matters”) alleging similar deficiencies regarding the disclosures made in the Preliminary Proxy. One such letter additionally seeks corporate books and records in order to investigate alleged wrongdoing by Maxar’s Board of Directors, Maxar’s executive officers and/or Maxar’s financial advisors in connection with the Merger Agreement.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a general discussion of certain U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders (as defined below) of shares of Maxar common stock whose shares of Maxar common stock are converted into the right to receive cash pursuant to the Merger. This discussion is limited to U.S. Holders who hold their shares of Maxar common stock as “capital assets” within the meaning of Section 1221 of the United States Internal Revenue Code of 1986 (which we refer to, as amended, as the “Code”) (generally, property held for investment). This discussion does not address U.S. federal income tax consequences with respect to holders other than U.S. Holders. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, rulings and other published positions of the Internal Revenue Service (which we refer to as the “IRS”) and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. Any such change or differing interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described in this discussion. No advance ruling has been or will be sought from the IRS, and no opinion of counsel has been or will be rendered, regarding any matter discussed below.

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of shares of Maxar common stock that is for U.S. federal income tax purposes:

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an individual who is a citizen or resident of the United States;

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a corporation, or other entity or arrangement taxable as a corporation, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

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a trust, if (a) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more “United States persons” (within the meaning of the Code) have the authority to control all substantial decisions of the trust or (b) the trust validly elected to be treated as a United States person for U.S. federal income tax purposes.

This discussion is for general information purposes only and does not purport to be a complete analysis of all of the U.S. federal income tax considerations that may be relevant to particular holders in light of their particular facts and circumstances, or to Maxar stockholders subject to special rules under the U.S. federal income tax laws, including, for example:

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banks and other financial institutions;

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mutual funds;

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insurance companies;

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brokers or dealers in securities, currencies or commodities;

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traders in securities subject to a mark-to-market method of accounting with respect to shares of Maxar common stock;

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regulated investment companies and real estate investment trusts;

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retirement plans, individual retirement and other deferred accounts;

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tax-exempt organizations, governmental agencies, instrumentalities or other governmental organizations and pension funds;

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holders that hold shares of Maxar common stock as part of a “straddle,” hedge, constructive sale, or other integrated transaction or conversion transaction or similar transactions;

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U.S. holders whose functional currency is not the U.S. dollar;

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partnerships, other entities classified as partnerships for U.S. federal income tax purposes, “S corporations,” or any other pass-through entities for U.S. federal income tax purposes (or investors in such entities);

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holders that own or have owned (directly, indirectly or constructively) 5% or more of Maxar common stock (by vote or value);

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holders that received their shares of Maxar common stock in a compensatory transaction, through a tax-qualified retirement plan or pursuant to the exercise of options or warrants;

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U.S. expatriates and former citizens or long-term residents of the United States;

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holders that own an equity interest in Parent following the Merger;

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holders subject to any applicable minimum tax;

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holders exercising appraisal rights under the DGCL; and

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persons required to accelerate the recognition of any item of gross income with respect to Maxar common stock as a result of such income being taken into account on an applicable financial statement.

This discussion does not address any U.S. federal tax considerations other than those pertaining to the income tax (such as estate, gift or other non-income tax consequences) or any state, local or foreign income or non-income tax considerations. In addition, this discussion does not address any considerations arising under the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010 or any considerations in respect of the Foreign Account Tax Compliance Act of 2010 (including the Treasury Regulations and administrative guidance promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith and any laws, regulations or practices adopted in connection with any such agreement).

If any entity or arrangement treated as a partnership for U.S. federal income tax purposes is a beneficial owner of shares of Maxar common stock, the U.S. federal income tax treatment of a partner in such partnership generally will depend upon the status of the partner, the activities of the partner and the partnership and certain determinations made at the partner level. Accordingly, entities or arrangements treated as partnerships holding shares of Maxar common stock, and any partners therein, should consult their tax advisors as to the particular tax consequences to them of the Merger.

THE U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS DISCUSSED HEREIN TO ANY PARTICULAR MAXAR STOCKHOLDER WILL DEPEND ON THE MAXAR STOCKHOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU SHOULD CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU OF THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING U.S. FEDERAL, STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES.

The receipt of cash by a U.S. Holder in exchange for shares of Maxar common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. Holder who receives cash in exchange for Maxar common stock pursuant to the Merger will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received in the Merger and the U.S. Holder’s adjusted tax basis in the shares of Maxar common stock surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares of Maxar common stock. Any gain or loss will generally be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. Long-term capital gains of certain non-corporate holders, including individuals, currently are subject to U.S. federal income tax at preferential rates. The deductibility of capital

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losses is subject to limitations. If a U.S. Holder acquired different blocks of Maxar common stock at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of Maxar common stock.

Information Reporting and Backup Withholding

Generally, information reporting requirements may apply in connection with payments made to U.S. Holders in connection with the Merger.

Backup withholding of tax (currently, at a rate of 24%) generally will apply to the proceeds received by a U.S. Holder pursuant to the Merger, unless the U.S. Holder provides the applicable withholding agent with a properly completed and executed IRS Form W-9 providing such U.S. Holder’s correct taxpayer identification number and certifying that such U.S. Holder is not subject to backup withholding, or otherwise establishes an exemption, and otherwise complies with the backup withholding rules.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a U.S. Holder may be refunded or credited against such U.S. Holder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

THIS DISCUSSION IS FOR GENERAL INFORMATION PURPOSES ONLY. IT DOES NOT ADDRESS TAX CONSIDERATIONS THAT MAY VARY WITH, OR ARE CONTINGENT ON, YOUR INDIVIDUAL CIRCUMSTANCES OR THE APPLICATION OF ANY U.S. NON-INCOME TAX LAWS OR THE LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION, AND HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING SUCH MATTERS AND THE TAX CONSEQUENCES OF THE MERGER TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES.

Regulatory Approvals Required for the Merger

General

Each of the parties to the Merger Agreement has agreed to (subject to the terms and conditions of the Merger Agreement) use its reasonable best efforts to take promptly, or cause to be taken, all actions necessary, and to do promptly, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable laws to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement, including obtaining of all necessary consents, approvals, registrations, waivers, permits, authorizations, orders and other confirmations from governmental entities as described in the section of this proxy statement entitled “The Merger Agreement — Regulatory Approvals and Related Matters.” These approvals include clearances under the HSR Act, the CFIUS Approval, the DCSA Approval; approval under the Communications Act; approval under the Land Remote Sensing Policy Act; notification under Section 122.4 of the U.S. International Traffic in Arms Regulations; and regulatory approvals under the laws of certain other jurisdictions.

U.S. Regulatory Clearances

The Merger is subject to the HSR Act. A transaction notifiable under the HSR Act may not be completed until the expiration or termination of a 30-day waiting period following the parties’ filings of their HSR Act notification and report forms. If the Federal Trade Commission (which we refer to as the “FTC”) or the Antitrust Division of the Department of Justice (which we refer to as the “DOJ”) issues a request for additional information and documentary materials (which we refer to as a “Second Request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after the parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. The parties made the required filings with the FTC and the DOJ on December 30, 2022, and the initial 30-day waiting period expired at 11:59 p.m. Eastern Time on January 30, 2023.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust

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laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties, or requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

Under the Merger Agreement, the Merger cannot be completed until the parties have received from the interagency Committee on Foreign Investment in the United States (which we refer to as “CFIUS”): (a) a written determination from CFIUS to the effect that the transactions contemplated by the Merger Agreement do not constitute a “covered transaction” pursuant to 31 C.F.R. § 800.213, (b) a written determination from CFIUS to the effect that review or investigation of the transactions contemplated by the Merger Agreement has been concluded and that a determination has been made that there are no unresolved national security concerns and all action under the CFIUS laws has been concluded, or (c) following an investigation conducted by CFIUS pursuant to 31 C.F.R. § 800.507, CFIUS has reported the transactions contemplated by the Merger Agreement to the President of the United States and either (i) the President of the United States has made a decision not to suspend or prohibit such transaction pursuant to his authorities under Section 721 of the Defense Production Act of 1950, or (ii) the President of the United States has not taken any action within 15 days from the date he received the report from CFIUS (which we refer to as the “CFIUS Approval”). Maxar, Preferred Equity Issuer and BCI submitted a joint voluntary notice to CFIUS with respect to the Merger and the other transactions contemplated by the Merger Agreement on February 14, 2023, and CFIUS commenced its review of the joint voluntary notice on February 22, 2023.

In addition, the Merger cannot be completed until the parties have received from the Defense Counterintelligence and Security Agency (which we refer to as “DCSA”) a written acknowledgement by DCSA that it has accepted a proposed plan to mitigate any foreign ownership, control or influence with respect to how Parent intends to govern and operate Maxar in accordance with the National Industrial Security Program Operating Manual, as codified at 32 C.F.R. Part 117 (which we refer to as the “DCSA Approval”). The Merger cannot be completed until at least 60 days have elapsed since Maxar submitted a notification to the U.S. Department of State’s Directorate of Defense Trade Controls (which we refer to as “DDTC”) (pursuant to Section 122.4 of the U.S. International Traffic in Arms Regulations (which we refer to as “ITAR”)). Such notification was submitted on January 16, 2023. The Merger is also subject to approval from the U.S. Federal Communications Commission (pursuant to the Communications Act) and the National Oceanic and Atmospheric Administration of the U.S. Department of Commerce (pursuant to the Land Remote Sensing Policy Act).

Other Regulatory Clearances

The Merger is also subject to receipt of pending regulatory approvals in certain other jurisdictions (unless excluded by waiver mutually agreed between the parties to the Merger Agreement) under their applicable regulatory laws as amended from time to time, in particular: Australia (pursuant to the Foreign Acquisitions and Takeovers Act of 1975, as amended); Brazil (pursuant to Law No. 12529 of 2011); Canada (pursuant to the Investment Canada Act, R.S.C. 1985, c.28 (1st Supp.), as amended); Germany (pursuant to the Act against Restraints of Competition); Saudi Arabia (pursuant to Royal decree No. M/75 of March 6, 2019); and the United Kingdom (pursuant to the National Security and Investment Act of 2021).

In each case, the Merger cannot be completed until the parties obtain clearance or approval to consummate the Merger or the applicable waiting periods have expired or been terminated. The parties have agreed to cooperate with each other and use their reasonable best efforts to make these filings as promptly as practicable. The relevant regulatory authorities could take such actions under the applicable regulatory laws as they deem necessary or desirable, including seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights.

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THE MERGER AGREEMENT

The following summarizes the provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all of the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (a) were made only for purposes of the Merger Agreement and as of specific dates; (b) were made solely for the benefit of the parties to the Merger Agreement; and (c) may be subject to important qualifications, limitations and supplemental information agreed to by Maxar, Parent, Merger Sub and Preferred Equity Issuer in connection with negotiating the terms of the Merger Agreement. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between Maxar, Parent, Merger Sub and Preferred Equity Issuer rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Maxar stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Maxar, Parent, Merger Sub or Preferred Equity Issuer or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of Maxar, Parent, Merger Sub and Preferred Equity Issuer, because the parties may take certain actions that are either expressly permitted in the confidential disclosure schedules to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding Maxar, Parent, Merger Sub, Preferred Equity Issuer or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Maxar and our business.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that, in accordance with the DGCL and upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will merge with and into Maxar, the separate existence of Merger Sub will cease and Maxar will be the Surviving Corporation. From and after the Effective Time, subject to the terms and conditions of the Merger Agreement and the DGCL, all the property, rights, powers, privileges, and franchises of Maxar and Merger Sub will be vested in the Surviving Corporation, and all of the debts, obligations, liabilities, restrictions and duties of Maxar and Merger Sub will become the debts, obligations, liabilities and duties of the Surviving Corporation.

Subject to applicable law, the directors of Merger Sub as of the Effective Time will be the initial directors of the Surviving Corporation and will hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. Subject to applicable law, the officers of Maxar as of the Effective Time will be the initial officers of the Surviving Corporation and hold office until their respective successors are duly elected and qualified, or their earlier death, resignation or removal. As of the Effective Time, the certificate of incorporation of Maxar will be amended to read in its entirety as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time (except the name will be Maxar Technologies Inc. and the provisions relating to the incorporator will be omitted), and the bylaws of Maxar will be amended to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, in each case until thereafter changed or amended as provided therein or by applicable laws.

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Closing and Effective Time

The Closing will take place at 10:00 a.m. New York City time on the date that is three business days after the date on which all conditions to Closing, which are described below in the section of this proxy statement entitled “— Conditions to the Closing of the Merger,” (other than the conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof at or prior to the Closing), or such other date, time and place as Parent and Maxar may mutually agree in writing.

At the Closing, the parties will file a certificate of merger with respect to the Merger with the Secretary of State for the State of Delaware as provided under the DGCL. The time at which the Merger will become effective is herein referred to as the “Effective Time.”

Merger Consideration

Maxar Common Stock

At the Effective Time, by virtue of the Merger and without any action on the part of Maxar, Parent, Merger Sub, Preferred Equity Issuer or the holders of any securities of Maxar or Merger Sub, each share of Maxar common stock (other than the Unconverted Shares) issued and outstanding immediately prior to the Effective Time will be converted automatically into the right to receive the Merger Consideration of $53.00 in cash, without interest, subject to any required tax withholding.

Treatment of Maxar Equity Awards

Maxar SARs

Maxar PSU and RSUs

2023 Employee RSUs

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Maxar, the Surviving Corporation, or a subsidiary through the applicable payment date; provided that, if such holder experiences a termination of employment without cause or for good reason, any unpaid amount will be paid to the holder within 30 days of such termination.

Employee Stock Purchase Plan

No new offering period will commence following December 15, 2022 under the ESPP. The ESPP will terminate immediately prior to the Effective Time. With respect to any contributions accumulated under the ESPP pursuant to an offering period in effect as of December 15, 2022, participant’s options to purchase Maxar common stock will be exercised automatically on the earlier to the occur of (i) the last day of the offering period and (ii) three business days prior to the Effective Time, unless participant earlier withdraws from the offering period. Following December 15, 2022, individuals may not increase their contributions to the ESPP or make separate non-payroll contributions to the ESPP. Shares purchased under the ESPP that remain outstanding immediately prior to the Effective Time will be eligible to receive the Merger Consideration provided to holders of Maxar common stock.

Exchange and Payment Procedures

Prior to the Effective Time, Parent will enter into an agreement (in form and substance reasonably acceptable to Maxar) with a reputable bank or trust company reasonably acceptable to Maxar to act as paying agent in connection with the Merger (which we refer to as the “Paying Agent”). At or prior to the Effective Time, Parent will deposit (or cause to be deposited) with the Paying Agent, to be held in trust for the benefit of the holders of the shares of Maxar common stock (other than Unconverted Shares), cash in U.S. dollars in an amount sufficient to pay the aggregate Merger Consideration in exchange for all of the shares of Maxar common stock outstanding immediately prior to the Effective Time (other than the Unconverted Shares) (which we refer to as the “Payment Fund”). The Paying Agent will invest any cash included in the Payment Fund as directed by Parent, subject to certain limitations set forth in the Merger Agreement. If for any reason (including investment losses) at any time the cash in the Payment Fund is insufficient to make prompt payment and delivery of the aggregate Merger Consideration, Parent will promptly deposit cash into the Payment Fund in an amount which is equal to such deficiency. Any interest and other income resulting from such investments will be payable to the Surviving Corporation, as Parent directs.

Promptly after the Effective Time (and after receipt by the Paying Agent from Maxar’s transfer agent of all information reasonably necessary to enable the Paying Agent to effect the mailing, provided that Parent and the Surviving Corporation will use reasonable best efforts to obtain such information to enable such mailing to occur no later than the fifth business day following the Effective Time), Parent or the Surviving Corporation will cause the Paying Agent to mail to each holder of record of an outstanding certificate (which we refer to as a “Certificate”), if any, that immediately prior to the Effective Time represented outstanding shares of Maxar common stock, (i) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in effecting the surrender of such Certificate in exchange for the Merger Consideration payable with respect thereto. Upon surrender of a Certificate to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each share of Maxar common stock formerly represented by such Certificate, and the Certificate so surrendered will be cancelled.

The Paying Agent will issue and deliver to each holder of uncertificated shares of Maxar common stock represented by book entry (which we refer to as “Book-Entry Shares”) not held, directly or indirectly, through The Depository Trust Company (which we refer to as “DTC”), if any, the Merger Consideration for each such Book-Entry Share, upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), and such Book-Entry Shares will then be cancelled. With respect to Book-Entry Shares held, directly or indirectly, through DTC, Parent and Maxar will reasonably cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other reasonably necessary or desirable third-party intermediaries, to the extent practicable, to enable the Paying Agent to transmit to DTC or its nominees as promptly as practicable after the Effective

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Time, upon surrender of shares of Maxar common stock held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, Maxar, the Paying Agent, DTC, DTC’s nominees and such other reasonably necessary or desirable third-party intermediaries, the Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger.

If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate or Book-Entry Share is registered, it will be a condition of payment that such Certificate so surrendered be properly endorsed or otherwise in proper form for transfer or such Book-Entry Share will be properly transferred and that the person requesting such payment will have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate or Book-Entry Share surrendered or will have established to the reasonable satisfaction of Parent and the Paying Agent that such tax either has been paid or is not applicable. If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit, in form and substance reasonably acceptable to Parent and the Paying Agent, of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Paying Agent, the posting by such person of a bond in such amount as Parent or the Paying Agent may determine is reasonably necessary as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof. Until surrendered as contemplated by the Merger Agreement, each Certificate and Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration payable in respect of shares of Maxar common stock theretofore represented by such Certificate or Book-Entry Shares, as applicable, without any interest thereon. No interest will be paid to or accrued for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable in respect of such Certificates or Book-Entry Shares. All cash paid upon the surrender for exchange of Certificates or Book-Entry Shares in accordance with the terms of the Merger Agreement will be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Maxar common stock formerly represented by such Certificates or Book-Entry Shares.

At any time following the first anniversary of the Effective Time, the Surviving Corporation will be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which have been made available to the Paying Agent and which have not been disbursed to holders of Certificates or Book-Entry Shares. Thereafter, such holders will be entitled to look to Parent and the Surviving Corporation (subject to abandoned property, escheat or other similar laws) with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares.

Withholding

Each of the Paying Agent, Parent, Maxar and the Surviving Corporation will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the Merger Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, or under any provision of state, local or foreign tax law. To the extent that amounts are so deducted and withheld and properly remitted to the applicable governmental authority, such amounts will be treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made by the Paying Agent, Parent, Maxar or the Surviving Corporation, as the case may be.

Representations and Warranties

The Merger Agreement contains representations and warranties of Maxar, Parent, Merger Sub and, to a limited extent, Preferred Equity Issuer.

Some of the representations and warranties in the Merger Agreement made by Maxar are qualified as to materiality or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means any effect, change, claim, event or circumstance (each of which we refer to as an “Effect”) that is individually or in the aggregate with all other Effects, materially adverse to the business, financial condition or operations of Maxar and its subsidiaries, taken as a whole; provided that no Effect

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resulting or arising from any of the following matters, alone or in combination, will be deemed to constitute or be taken into account in determining whether there has occurred a Company Material Adverse Effect:

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changes or proposed changes in applicable laws (or the interpretation thereof);

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changes in the financial, securities, currency, capital, credit or commodities markets (including changes in the prices of commodities) or in general economic, political or regulatory conditions in any jurisdiction in which the Maxar or its subsidiaries operate;

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changes, developments or conditions generally affecting any industry in which Maxar and its subsidiaries operate or the industries to which Maxar and its subsidiaries sell their products, solutions and services;

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geopolitical conditions, acts of God, war, sabotage, terrorism or disasters (including hurricanes, tornadoes, floods, fires, explosions, earthquakes, weather-related events and other natural or man-made disasters or other force majeure events or occurrences), cyber-attacks, data breaches, armed hostilities, acts of insurrection, political unrest, riots or any escalation or worsening thereof;

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the geopolitical dispute between the Russian Federation and Ukraine and any evolution or worsening thereof;

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epidemics, pandemics or disease outbreaks (including COVID-19) or worsening thereof, or applicable laws (or the interpretation thereof) adopted in response thereto, including certain measures taken in connection with or in response to COVID-19;

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the announcement, pendency or consummation of the Merger and other transactions contemplated by the Merger Agreement and related transaction documents or the identity of Parent, the Sponsors, the Lender Parties, Preferred Equity Investor Parties or any of their respective affiliates, or any facts or circumstances relating to Parent, including the effect of any of the foregoing on the relationships, contractual or otherwise, of Maxar and its subsidiaries with clients, customers, resellers, employees (including the departure or termination of any officer, director, employee or independent contractor of Maxar or any of its subsidiaries), suppliers, vendors, service providers, counterparties or governmental authorities;

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Effects relating to or arising from WorldView Legion (as defined in the section of this proxy statement entitled “— The Board of Directors’ Recommendation; Change of Recommendation”), including any adverse Effect relating to or arising from the launch of any WorldView Legion satellite or the failure thereof or any damage to or the destruction of any satellite in connection therewith, any failure of any WorldView Legion satellite to deploy fully or any Effect relating to or arising from the post-launch functionality or performance of WorldView Legion, or the failure of WorldView Legion to perform as anticipated or at all (any such materially adverse Effect described in this clause we refer to as a “WorldView Legion Event”);

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any decline in the stock price of Maxar common stock or any failure to meet any internal or analysts’ projections, forecasts or predictions in respect of financial performance (it being understood that any underlying facts giving rise or contributing to such decline or failure that are not otherwise excluded from the definition of “Company Material Adverse Effect” may be taken into account in determining whether there has been a Company Material Adverse Effect);

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any action taken (or omitted to be taken) by Parent, the Sponsors, the Lender Parties, Preferred Equity Investor Parties or any of their respective affiliates or at the request or with the consent of Parent, the Sponsors or any of their respective affiliates, in each case following December 15, 2022 or which action or omission is required by law;

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changes or proposed changes in GAAP (or the interpretation thereof); or

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any litigation relating to or resulting from the Merger Agreement or the Merger or other transactions contemplated by the Merger Agreement or related transaction documents;

except that, if any of the matters in the first through the fourth, the sixth or eleventh bullets above have disproportionate adverse impact on Maxar and its subsidiaries, taken as a whole, relative to other similarly situated companies in the industry or industries and in the geographic markets in which Maxar and its

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subsidiaries conduct their business after taking into account the size of Maxar relative to such other companies, then such matters, to the extent they are not excluded by the other exceptions, may be taken into account in determining whether a Company Material Adverse Effect has occurred to the extent (but only to the extent) of their disproportionate adverse impact.

In the Merger Agreement, Maxar has made representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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due organization, valid existence and good standing and authority and qualification to conduct business with respect to Maxar;

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Maxar’s corporate power and authority to enter into and perform the Merger Agreement;

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the corporate approvals necessary for the Merger to be consummated;

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the absence of, as a result of the performance of the Merger Agreement and consummation of the Merger and other transactions contemplated by the Merger Agreement and related transaction documents, (i) any violation or conflict with Maxar’s organizational documents; (ii) any contravention of, conflict with, violation of or breach of any applicable law; (iii) any default or resulting ability to cause termination, cancellation or acceleration under certain material contracts; or (iv) a resulting creation of a lien on any assets of Maxar or its subsidiaries; subject to certain exceptions set forth in the Merger Agreement;

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required consents, approvals and regulatory filings in connection with the Merger Agreement and the Merger and other transactions contemplated by the Merger Agreement and related transaction documents and performance thereof;

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the capital structure of Maxar;

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the subsidiaries of Maxar;

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Maxar’s SEC filings;

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Maxar’s internal controls over financial reporting;

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Maxar’s disclosure controls and procedures;

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Maxar’s financial statements;

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related party transactions involving Maxar;

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Maxar’s compliance with listing requirements of the NYSE and the TSX;

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certain indebtedness of Maxar and its subsidiaries;

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the absence of specified undisclosed liabilities;

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since December 31, 2021 through December 15, 2022: (a) that the business of Maxar and its subsidiaries, taken as a whole, has been conducted in the ordinary course of business in all material respects, subject to certain exceptions set forth in the Merger Agreement, (b) the absence of the occurrence of a Company Material Adverse Effect and (c) that Maxar and its subsidiaries have not taken actions that would constitute breaches of certain provisions of the Merger Agreement if taken during the Pre-Closing Period without Parent’s consent;

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legal proceedings and orders;

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Maxar’s and its subsidiaries’ compliance with laws, including compliance with applicable anti-corruption, anti-money laundering laws, trade control laws, laws relating to employment, securities laws and applicable sanctions;

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Maxar’s and its subsidiaries’ possession of necessary permits;

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Maxar’s and its subsidiaries’ possession of marketable title to or leasehold interests in assets, personal property, fixtures, equipment and structures free of unpermitted liens;

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certain real property owned or leased by Maxar and its subsidiaries;

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matters relating to patents, trademarks, domain names, copyrights, trade secrets, software and other intellectual property, including data security and privacy;

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the existence and enforceability of specified categories of certain of Maxar’s and its subsidiaries’ material contracts, and the absence of any breach or default under the terms thereof or occurrence of an event that would constitute a default thereunder;

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compliance with the government contracts to which Maxar and its subsidiaries are party and the possession of the requisite security clearances and similar national security authorizations required to perform those government contracts;

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matters relating to Maxar’s satellites and earth stations and the possession of National Oceanic and Atmospheric Administration licenses and authorizations;

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the possessions of Federal Communications Commission and foreign communications licenses and authorizations;

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tax matters;

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employee and labor matters;

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employee benefit plans;

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environmental matters;

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insurance policies and programs;

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the inapplicability of anti-takeover statutes to the Merger Agreement, related transaction documents, the Merger or other transactions contemplated by the Merger Agreement or related transaction documents;

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the rendering of J.P. Morgan’s opinion to the Board of Directors;

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payment of fees to brokers in connection with the Merger or other transactions contemplated by the Merger Agreement or related transaction documents; and

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representations regarding the items disclosed in Maxar’s disclosure schedule.

In the Merger Agreement, Parent and Merger Sub (and, to a limited extent, Preferred Equity Issuer) have made representations and warranties to Maxar that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

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due organization, valid existence, and good standing and authority with respect to Parent, Merger Sub and Preferred Equity Issuer;

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Parent’s and Merger Sub’s corporate power and authority to enter into and perform the Merger Agreement;

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the corporate approvals necessary for the Merger to be consummated;

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the adoption of the Merger Agreement by Parent as the sole stockholder of Merger Sub;

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the absence of, as a result of the performance of the Merger Agreement and consummation of the Merger and other transactions contemplated by the Merger Agreement and related transaction documents, (i) any violation or conflict with Parent’s or Merger Sub’s organizational documents; (ii) any contravention of, conflict with, violation of or breach of any applicable law; (iii) any default or resulting ability to cause termination, cancellation or acceleration under any contract to which Parent or Merger Sub are parties; or (iv) a resulting creation of a lien on any assets of Parent or Merger Sub; subject to certain exceptions set forth in the Merger Agreement;

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the capital structure of Merger Sub;

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the absence of ownership of common stock of Maxar by Parent or Merger Sub;

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delivery and enforceability of each of the Debt Commitment Letter, the Preferred Equity Commitment Letter and the Equity Commitment Letters in connection with the Merger Agreement;

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the commitments to provide financing to Parent, the availability of Parent’s financing and sufficiency of funds, taking into account available cash and cash equivalents (in each case, if any) of Maxar, to pay the amounts required under the Merger Agreement;

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the absence of contracts between Parent or Merger Sub or any of their affiliates, on the one hand, and any director, officer or affiliate of Maxar on the other, relating to the Merger Agreement or Maxar and its subsidiaries, businesses or operations from and after the Effective Time;

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the solvency of Parent and its subsidiaries following the Closing;

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legal proceedings and orders;

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the eligibility of Parent and Merger Sub to hold, perform, bid or participate in the award of contracts with governmental authorities; and

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payment of fees to brokers in connection with the Merger or other transactions contemplated by the Merger Agreement or related transaction documents.

The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

Conduct of Business Pending the Merger

During the period commencing on the date of the Merger Agreement and ending as of the earlier of the Effective Time or the valid termination of the Merger Agreement pursuant to the Merger Agreement (which we refer to as the “Pre-Closing Period”), except (i) as set forth in the Maxar disclosure schedule, (ii) for any actions taken reasonably and in good faith in response to or as a result of COVID-19 or to comply with certain measures taken in connection with or in response to COVID-19, (iii) as otherwise required, contemplated or expressly permitted by the Merger Agreement, (iv) as may be required or requested by a governmental authority or required by applicable law or permits, (v) for any actions taken reasonably and in good faith in response to a WorldView Legion Event, provided that Maxar will provide prompt written notice of such WorldView Legion Event to Parent and will reasonably consult with Parent regarding such WorldView Legion Event and consider in good faith any suggestions Parent has with respect to actions or proposed actions to be taken in connection therewith prior to taking any such actions or (vi) as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), Maxar will use reasonable best efforts to:

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conduct the businesses of Maxar and its subsidiaries in the ordinary course in all material respects;

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keep the physical assets and properties of Maxar and its subsidiaries intact;

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maintain in effect, in all material respects, (1) all licenses and authorizations held by Maxar or any of its subsidiaries and issued (a) by the FCC or (b) by any foreign licensing governmental authority that regulates communications by radio, television, wire, satellite or cable and Maxar’s NOAA Remote Sensing Space System licenses and authorizations and (2) all other (a) permits, licenses, certificates, franchises, permissions, variances, clearances, registrations, qualifications or authorizations issued, granted, given or otherwise made available by or under the authority of any governmental authority or pursuant to any law or (b) right under any contract with any governmental authority (which we refer to as “Permits”), except where the failure to maintain such other Permits in this clause (2) would not be material to Maxar and its subsidiaries, taken as a whole; and

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maintain satisfactory relationships with employees, customers, suppliers or other persons, in each case, having material business relationships with Maxar or its subsidiaries.

Except (i) as set forth in the Maxar disclosure schedule, (ii) for any actions taken reasonably and in good faith in response to or as a result of COVID-19 or to comply with certain measures taken in connection with or in response to COVID-19, (iii) as otherwise required, contemplated or expressly permitted by the

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Merger Agreement, (iv) as may be required or requested by a governmental authority or required by applicable laws or Permits, (v) for any actions taken reasonably and in good faith in response to a WorldView Legion Event, provided that Maxar will provide prompt notice of such WorldView Legion Event to Parent and will reasonably consult with Parent regarding such WorldView Legion Event and consider in good faith any suggestions Parent has with respect to actions or proposed actions to be taken in connection therewith prior to taking any such actions or (vi) as may be consented to in writing by Parent (which consent shall not to be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, Maxar will not and will cause its subsidiaries not to:

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amend Maxar’s certificate of incorporation or bylaws (except for immaterial or ministerial amendments) or amend the charter, bylaws or organizational documents of Maxar’s subsidiaries except for any changes that would not be materially adverse to Parent;

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split, combine or reclassify any shares of capital stock, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of capital stock or other equity or voting interest other than any such transactions solely involving direct or indirect wholly owned subsidiaries of Maxar;

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declare, set aside or pay any dividend or other distribution, except for a regular quarterly dividend in accordance with Maxar’s dividend policy and not in excess of $0.01 per share per quarter, dividends paid by any direct or indirect wholly owned subsidiary of Maxar to Maxar or to any other wholly owned subsidiary of Maxar or pro rata dividends or distributions by a subsidiary other than a wholly owned subsidiary of Maxar to Maxar in the ordinary course of business;

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sell, issue, grant, transfer or authorize the sale, issuance, grant or transfer of: any shares of capital stock or other security of Maxar or its subsidiaries; any option, call, warrant or right to acquire any capital stock or other security of Maxar or any of its subsidiaries; or any instrument convertible into or exchangeable for any capital stock or other security of Maxar or any of its subsidiaries (except that Maxar may issue shares of common stock, (x) upon the exercise or settlement of Maxar equity awards, in accordance with their existing terms and (y) pursuant to the employee stock purchase plan);

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amend or waive any of its rights under, or accelerate the vesting under, any provision of any Maxar equity plan or any provision of any agreement evidencing any outstanding Maxar equity award, or otherwise modify any of the terms of any outstanding Maxar equity award, warrant or other security or any related contract, other than any acceleration of vesting that is contemplated in a Maxar equity plan;

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effect or become a party to any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, reclassification of shares, stock split, reverse stock split, division or subdivision of shares, consolidation of shares or similar transaction, except in each case for any transaction by, between or among Maxar and/or one or more wholly owned subsidiaries of Maxar and not adverse to Parent and its subsidiaries or the Surviving Corporation and its subsidiaries in any material respect;

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from the period beginning January 1, 2023, make any capital expenditure or series of related capital expenditures, other than (a) capital expenditures not in excess of $180 million per 12 months, (b) to the extent reasonably necessary to protect human health and safety, (c) any unbudgeted capital expenditures not to exceed $25 million per 12 months in the aggregate in connection with WorldView Legion and (d) any unbudgeted capital expenditures not to exceed $25 million per 12 months in the aggregate, without taking into account any amounts permitted by the foregoing clauses (a), (b) and (c) of this bullet;

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enter into certain material contracts other than in the ordinary course of business, or amend, terminate, or waive any material right or remedy under certain material contracts other than in the ordinary course of business (including ordinary course modifications, renewals, terminations, waivers or amendments of leases or subleases of leased real property) or enter into any contract within the Space Infrastructure segment of Maxar (whether or not in the ordinary course of business) that contemplates the payment or delivery of cash or other consideration by Maxar or its subsidiaries in an amount or having a value in excess of $100,000,000;

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acquire any other person or any material equity interest therein or enter into any joint venture, legal partnership, limited liability corporation or similar arrangement with any third person, if such acquisition or investment is in excess of $5,000,000 individually or $10,000,000 in the aggregate, other than pursuant to contracts in effect on the date of the Merger Agreement, transactions solely among Maxar and its wholly owned subsidiaries or among Maxar’s wholly owned subsidiaries or acquisitions of inventory or other goods in the ordinary course of business;

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lease, exclusively license, sell, abandon, transfer, assign, guarantee, or exchange any assets, tangible or intangible (including any material intellectual property), in each case in excess of $5,000,000 individually or $10,000,000 in the aggregate, other than the sale, lease or licensing of products or services of Maxar or its subsidiaries or other materials embodying intellectual property in the ordinary course of business, non-exclusive licenses of intellectual property granted in the ordinary course of business, sales of inventory, raw materials and other property or services in the ordinary course of business and sales of obsolete assets or transactions solely between Maxar entities;

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make any pledge of any material assets or permit any material assets to become subject to any liens, except for liens permitted under the Merger Agreement;

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incur or assume any Indebtedness (as defined in the Merger Agreement), except for certain intercompany Indebtedness, certain existing Indebtedness of Maxar and its subsidiaries (including Indebtedness incurred under the Credit Agreement or the Receivables Facility Agreement (as defined in the Merger Agreement)), obligations under letters of credit entered into in the ordinary course and consistent with past practice in an amount not to exceed $10 million in the aggregate outstanding at any time, capital lease agreements and guarantees entered into the ordinary course of business and consistent with past practice in an amount not to exceed $10 million in the aggregate outstanding at any time, and additional indebtedness entered into in the ordinary course of business in an amount not to exceed $20 million in aggregate principal amount outstanding at any time;

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make any loans or advances or capital contributions to, or investments in, any other person in excess of $10,000,000, except for extensions of credit to customers in the ordinary course of business and loans, advances or capital contributions to, or investments in, direct or indirect wholly owned subsidiaries of Maxar;

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establish, adopt, enter into or materially amend any Maxar benefit plan, pay or grant any bonus, incentive compensation (including equity-based compensation, whether payable in stock, cash or other property) or severance to, or increase the amount of wages, salary, commissions, bonuses, incentive compensation (including equity-based compensation, whether payable in stock, cash or other property), severance, fringe benefits or other compensation payable to, or adopt or agree to any change in control or retention arrangements with or for the benefit of, any service provider (except that Maxar: (A) may provide routine, reasonable base salary or base wage increases, not in excess of 3% per individual, in the ordinary course of business and in accordance with past practices in connection with Maxar’s customary annual employee review process; (B) may enter into offer letters with any newly hired employees (other than members of the Maxar executive leadership team) in the ordinary course of business and consistent with past practices) and (C) may take any action to the extent required by any Maxar benefit plan or collective bargaining agreement;

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hire any employee, promote any employee, or terminate any employee without cause, in each case that would be a member of the Maxar executive leadership team or senior vice president or above;

	MISCELLANEOUS					112
	ANNEX A — AGREEMENT AND PLAN OF MERGER, ENTERED INTO BY GALILEO PARENT, INC., GALILEO BIDCO, INC., GALILEO TOPCO, INC. AND MAXAR TECHNOLOGIES INC., DATED AS OF DECEMBER 15, 2022					A-1
	ANNEX B — OPINION OF J.P. MORGAN SECURITIES LLC, DATED AS OF DECEMBER 15, 2022					B-1
	ANNEX C — SECTION 262 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE					C-1

	SUMMARY					1
	Parties Involved in the Merger					1
	The Merger					2
	Merger Consideration					2
	Material U.S. Federal Income Tax Consequences of the Merger					3
	Appraisal Rights					3
	Litigation Related to the Merger					4
	Regulatory Approvals Required for the Merger					5
	Closing Conditions					6
	Financing of the Merger					6
	Required Stockholder Approval					8
	The Special Meeting					8
	Recommendation of the Maxar Board of Directors					9
	Opinion of J.P. Morgan Securities LLC					9
	Interests of Maxar’s Executive Officers and Directors in the Merger					9
	Go-Shop and No Shop Periods					9
	Termination of the Merger Agreement					11
	Effect on Maxar If the Merger Is Not Completed					11
	QUESTIONS AND ANSWERS					12
	FORWARD-LOOKING STATEMENTS					20
	THE SPECIAL MEETING					22
	Date, Time and Place					22
	Purpose of the Special Meeting					22
	Record Date; Shares Entitled to Vote; Quorum					22
	Vote Required; Abstentions and Broker Non-Votes					22
	Stock Ownership and Interests of Certain Persons					23
	Voting at the Special Meeting					23
	Revocability of Proxies					24
	Board of Directors’ Recommendation					25
	Solicitation of Proxies					25
	Anticipated Date of Completion of the Merger					25
	Appraisal Rights					25
	Delisting and Deregistration of Maxar Common Stock					26
	Other Matters					26
	Householding of Special Meeting Materials					26
	Questions and Additional Information					26
	PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT					27
	Parties Involved in the Merger					27
	Effect of the Merger					28
	Effect on Maxar If the Merger Is Not Completed					28
	Merger Consideration					28
	Background of the Merger					29