#211
Re: BlackSky (BKSY)
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"The conversion rate of the notes will initially be 27.1909 shares of BlackSky’s Class A common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $36.78 per share of Class A common stock). The initial conversion price of the notes represents a premium of approximately 30% over the last reported sale price of BlackSky’s Class A common stock on The New York Stock Exchange on July 17, 2025, and will be subject to customary anti-dilution adjustments. In addition, following certain corporate events that occur prior to the maturity date or if BlackSky delivers a notice of redemption, it will, under certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption during the related redemption period, as the case may be."
"BlackSky estimates that the net proceeds from the offering will be approximately $153.7 million (or $177.9 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discount and commission and estimated offering expenses payable by BlackSky. BlackSky intends to use approximately $103.1 million of the net proceeds from the offering to repay outstanding borrowings (and pay the related prepayment premium) under, and terminate, its secured term loan facility and approximately $10.2 million of the net proceeds from the offering to repay borrowings (and pay the related prepayment premium) under, and terminate, its secured revolving credit facility. BlackSky intends to use the remainder of the net proceeds for general corporate purposes, which may include working capital, operating expenses, capital expenditures, and strategic investments in complementary capabilities. If the initial purchasers exercise their option to purchase additional notes, BlackSky expects to use the net proceeds from the sale of the additional notes for other general corporate purposes, as described above
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