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Related Party Transactions
9 Months Ended
Sep. 30, 2013
Related Party Transactions  
Related Party Transactions

NOTE 14.     Related Party Transactions

 

Morgan Stanley/Morgan Stanley & Co., Incorporated

 

During the three months ended March 31, 2013, the Company paid Morgan Stanley approximately $26.5 million in fees and expenses associated with the acquisition of GeoEye and associated financing. Additionally, during the three months ended March 31, 2013, Morgan Stanley sold its interest in DigitalGlobe’s common stock. As of March 31, 2013, the Company no longer considered Morgan Stanley to be a related party.

 

Cerberus Agreement

 

On July 22, 2012, DigitalGlobe entered into an agreement (the “Cerberus Agreement”) with Cerberus Capital Management, L.P., Cerberus Partners II, L.P., Cerberus Series Four Holdings, LLC, and Cerberus Satellite LLC (collectively, the “Cerberus Parties”). The Cerberus Agreement provides, among other things, that for a period of time the Cerberus Parties and their respective affiliates (i) will not hold beneficial ownership in excess of 19.9% of the outstanding DigitalGlobe common stock, including the DigitalGlobe Series A Convertible Preferred Stock on an as-converted basis, and (ii) will vote their shares in accordance with the recommendations of the DigitalGlobe Board of Directors. As a result of the acquisition of GeoEye, the Company issued 80,000 shares of Series A Convertible Preferred Stock to Cerberus Satellite, LLC.

 

Pursuant to the Cerberus Agreement, the Cerberus Parties also held the right to appoint one director to the DigitalGlobe Board of Directors, with a term to expire at the 2014 DigitalGlobe annual meeting of stockholders. General Michael P.C. Carns, the Cerberus Parties’ designee, was appointed to the DigitalGlobe Board of Directors effective January 31, 2013 in connection with the closing of the acquisition of GeoEye.

 

In addition, on January 31, 2013, DigitalGlobe entered into a registration rights agreement with the Cerberus Parties pursuant to which the Company agreed to file with the SEC on or before January 26, 2014 a shelf registration statement registering the resale of shares of common stock into which the Series A Preferred Stock is convertible and shares of the Company’s common stock received by any of Cerberus Parties in the acquisition of GeoEye.  Under the registration rights agreement, once filed, the Company is required to keep the registration statement effective for a period of three years.

 

Investment in Joint Venture

 

In June 2012, the Company made an investment of approximately $0.3 million for a less than 20% ownership interest in a joint venture in China. During the nine months ended September 30, 2013 and 2012 , the joint venture purchased $7.6 million and $5.7 million in products and services from the Company, respectively. Amounts owed to the Company by the joint venture at September 30, 2013 and December 31, 2012 were $5.1 million and $7.6 million, respectively.