$30 Million Secured Convertible Notes Provides
Additional Operating Liquidity and Financial Flexibility
Satellogic Inc. (NASDAQ: SATL) (“Satellogic” or the “Company”),
a leader in sub-meter resolution Earth Observation (“EO”) data
collection, today announced that Nettar Group, Inc. (the
“Borrower”), a wholly-owned subsidiary of the Company, entered into
a Note Purchase Agreement (the “Note Purchase Agreement”) led by
Tether Investments Limited (the “Purchaser”), pursuant to which the
Borrower agreed to issue floating rate secured convertible
promissory notes in the aggregate principal amount of $30 million
(the “Secured Convertible Notes”) to the Purchaser (the
“Offering”). The net proceeds from the Offering, after deducting
transaction fees and other debt issuance costs, were approximately
$27.6 million. The Borrower has the ability to issue additional
Secured Convertible Notes, provided the aggregate principal amount
outstanding does not exceed $50 million.
“The proceeds from Tether’s investment in Satellogic will help
advance our mission as we continue to focus on our U.S. strategy,
the National Security market, and our global Space Systems
opportunities,” said Emiliano Kargieman, CEO & Founder of
Satellogic.
“This new facility will provide necessary funding as we look to
continue expanding in 2024,” added Rick Dunn, CFO of
Satellogic.
The Secured Convertible Notes initially bear interest at a rate
of SOFR plus 6.50% per annum, subject to an additional 4.0% per
annum if certain events of default occur and are continuing. The
Secured Convertible Notes are guaranteed by the Company and each of
the Company’s material subsidiaries (other than the Borrower), and
are secured by substantially all of the Company’s and its
subsidiaries’ assets (including all of its and their intellectual
property). As noted above, the Borrower may issue additional
Secured Convertible Notes under the terms thereof to other third
parties, provided the aggregate principal amount outstanding does
not exceed $50 million. The Secured Convertible Notes mature on
April 12, 2028.
The Secured Convertible Notes are convertible into shares of the
Company’s Class A ordinary share (the “Class A Ordinary Shares”) at
an initial conversion price of $1.20 (or 833 Class A Ordinary
Shares per $1,000 principal amount of Secured Convertible Notes),
subject to customary anti-dilution adjustments. Conversion of the
Secured Convertible Notes held by the Purchaser into Class A
Ordinary Shares is subject to CFIUS Approval (as defined in the
Secured Convertible Notes).
In the event of an asset sale by the Company (outside the
ordinary course of business) or an insurance or condemnation event
that results in net proceeds to the Company in excess of $2
million, the Borrower will be required to offer to prepay the
Secured Convertible Notes up to the amount of the relevant proceeds
at par (unless such proceeds are used to purchase comparable assets
within six months). In the event the Secured Convertible Notes are
accelerated as a result of an event of default, the Borrower must
pay a prepayment penalty equal to 5% of the greater of (i) the
outstanding principal amount of Secured Convertible Notes and (ii)
the then-prevailing conversion value. In connection with a change
of control of the Company (including delisting of the Company’s
Class A Ordinary Shares), the holder has the right to require the
Borrower to repurchase the Secured Convertible Notes for cash at a
price equal to the greater of (a) 105% of the redemption value of
the Secured Convertible Notes and (b) 105% of the then-prevailing
conversion value, plus accrued but unpaid interest thereon, as well
as any other amounts owed (the “Put Price”). The Borrower also has
the right to repurchase or force-convert the Secured Convertible
Notes in connection with a full acquisition of the Company at the
Put Price.
The Secured Convertible Notes contain certain restrictive
covenants, including restrictions on (i) incurring indebtedness,
subject to certain exceptions (including the ability to issue
additional Secured Convertible Notes; provided the aggregate
principal outstanding amount does not exceed $50 million), (ii)
creating certain liens, subject to certain exceptions, (iii) the
payment of dividends or other restricted payments, (iv) the sale,
transfer or otherwise conveyance of certain assets, subject to the
asset sale prepayment described above, and (v) certain affiliate
transactions.
In connection with the Offering, the Company also entered into
with the Purchaser (i) a side letter, pursuant to which the
Purchaser will be entitled to pre-emptive rights in order to
maintain its as-converted ownership percentage on the same basis as
new capital raised and (ii) a registration rights agreement,
pursuant to which the Company agreed to register for resale the
Class A Ordinary Shares issuable upon conversion of the Secured
Convertible Notes.
The offer and sale of the Secured Convertible Notes are not
being registered under the Securities Act of 1933, as amended (the
“Securities Act”), or the securities laws of any other
jurisdiction. The Secured Convertible Notes may not be offered or
sold in the United States except in transactions exempt from, or
not subject to, the registration requirements of the Securities Act
and any applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
securities of the Borrower or the Company in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
About Tether
Tether is a pioneer in the field of stablecoin technology,
driven by an aim to revolutionize the global financial landscape.
With a mission to provide accessible, secure, and efficient
financial, communication, and energy infrastructure. Tether enables
greater financial inclusion, communication resilience, fosters
economic growth, and empowers individuals and businesses alike.
As the creator of the largest, most transparent, and liquid
stablecoin in the industry, Tether is dedicated to building
sustainable and resilient infrastructure for the benefit of
underserved communities. By leveraging cutting-edge blockchain and
peer-to-peer technology, it is committed to bridging the gap
between traditional financial systems and the potential of
decentralized finance.
To learn more, please visit: https://tether.to/en/
About Satellogic
Founded in 2010 by Emiliano Kargieman and Gerardo Richarte,
Satellogic (NASDAQ: SATL) is the first vertically integrated
geospatial company, driving real outcomes with planetary-scale
insights. Satellogic is creating and continuously enhancing the
first scalable, fully automated EO platform with the ability to
remap the entire planet at both high-frequency and high-resolution,
providing accessible and affordable solutions for customers.
Satellogic’s mission is to democratize access to geospatial data
through its information platform of high-resolution images to help
solve the world’s most pressing problems including climate change,
energy supply, and food security. Using its patented Earth imaging
technology, Satellogic unlocks the power of EO to deliver
high-quality, planetary insights at the lowest cost in the
industry.
With more than a decade of experience in space, Satellogic has
proven technology and a strong track record of delivering
satellites to orbit and high-resolution data to customers at the
right price point.
To learn more, please visit: https://satellogic.com
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the U.S. federal securities laws. The words
“anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”,
“intends”, “may”, “might”, “plan”, “possible”, “potential”,
“predict”, “project”, “should”, “would” and similar expressions may
identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. These
forward-looking statements are based on Satellogic’s current
expectations and beliefs concerning future developments and their
potential effects on Satellogic and include statements concerning
Satellogic’s funding requirements, Satellogic’s strategies and
Satellogic’s future opportunities. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. These statements
are based on various assumptions, whether or not identified in this
press release. These forward-looking statements are provided for
illustrative purposes only and are not intended to serve, and must
not be relied on by an investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. Actual
events and circumstances are difficult or impossible to predict and
will differ from assumptions. Many actual events and circumstances
are beyond the control of Satellogic. Many factors could cause
actual future events to differ materially from the forward-looking
statements in this press release, including but not limited to: (i)
Satellogic’s ability to scale its constellation of satellites and
to do so on Satellogic’s projected timeframe and in accordance with
projected costs, (ii) Satellogic’s ability to continue to meet
image quality expectations, to continue to enhance the capability
of its network of satellites and to continue to offer superior unit
economics, (iii) Satellogic’s ability to become or remain an
industry leader, (iv) the number of commercial applications for
Satellogic’s products and services, (v) Satellogic’s ability to
address all commercial applications for satellite imagery, changes
in the competitive and highly regulated industries in which
Satellogic operates, variations in operating performance across
competitors and changes in laws and regulations affecting
Satellogic’s business, (vi) the ability to implement business
plans, forecasts and other expectations, and to identify and
realize additional opportunities, including the ability of
Satellogic to realize the potential benefits of opportunities in
the U.S. arising as a result of the license granted by NOAA, (vii)
the risk of downturns in the commercial launch services, satellite
and spacecraft industry, (viii) the risk that the market for
Satellogic’s products and services does not develop as anticipated,
(ix) the risk that Satellogic and its current and future
collaborators are unable to successfully develop and commercialize
Satellogic’s products or services, or experience significant delays
in doing so, (x) the risk that third-party suppliers and
manufacturers are not able to fully and timely meet their
obligations, (xi) the risk of product liability or regulatory
lawsuits or proceedings relating to Satellogic’s products and
services, (xii) the risk that Satellogic is unable to secure or
protect its intellectual property and (xiii) risks related to the
Secured Convertible Notes. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of Satellogic’s Annual Report on Form 20-F and other
documents filed or to be filed by Satellogic from time to time with
the Securities and Exchange Commission. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Satellogic
assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Satellogic can give no assurance that
it will achieve its expectations.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240415966549/en/
Investor Relations: MZ Group Chris Tyson/Larry Holub
(949) 491-8235 SATL@mzgroup.us
Media Relations: Satellogic pr@satellogic.com
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