DigitalGlobe and GeoEye Complete Combination

DigitalGlobe and GeoEye Complete Combination 
Creates a Global Leader in Earth Imagery and Geospatial Analysis 
LONGMONT, CO -- (Marketwire) -- 01/31/13 --  DigitalGlobe, Inc.
(NYSE: DGI) ("DigitalGlobe") and GeoEye, Inc. (NASDAQ: GEOY)
("GeoEye"), today announced the completion of their combination,
creating a global leader in earth imagery and geospatial analysis.
The combined company will trade on the NYSE stock exchange as
DigitalGlobe under the symbol DGI. Based on the closing price of
DigitalGlobe stock on January 30, 2013, the combined company has a
market capitalization of $2.1 billion. 
"With a stronger financial profile, more robust suite of services,
and among the world's most advanced geospatial production and
analysis capabilities, we will be even better positioned to meet
customers' needs and create value for shareowners," said Jeffrey R.
Tarr, President and Chief Executive Officer of DigitalGlobe.
"Together, we are poised to achieve our vision of being the leading
source of information about our changing planet." 
As a result of the combination, DigitalGlobe is now uniquely
positioned to provide a wider array of earth imagery and geospatial
analysis to help customers solve their most complex problems and
compete in a high-growth and dynamic global market. Together, the
combined company will have: 


 
--  An expanded global presence with a larger and more diverse revenue
    base;
--  A larger constellation with optimized orbits, coordinated scheduling
    and improved revisit rates;
--  Better integrated imagery collection, processing and analytics
    capabilities; and
--  A strengthened balance sheet and financial profile with more than an
    expected $1.5 billion in net present value of operating expense and
    capital synergies, with approximately one-third of those synergy
    savings related to operating expense and the balance from capital
    savings.

  
Mr. Tarr continued, "We have a deep bench of talented and experienced
team members from both GeoEye and DigitalGlobe, and I am confident
that, together, we will continue to raise the bar for innovation and
service in our industry. I look forward to working closely with our
Board of Directors, our leadership and all of our team members to
ensure a seamless transition for our customers worl
dwide." 
In connection with the combination with GeoEye, DigitalGlobe has
entered into new senior secured credit facilities in the aggregate
amount of $700 million. The facilities consist of a term loan
facility of $550 million and a revolving credit facility of $150
million. The Company has borrowed the full amount of the term loan
facility to fund the combination with GeoEye and to refinance certain
existing indebtedness of GeoEye and DigitalGlobe. The revolving
credit facility remains undrawn at closing.  
Borrowings under the term loan facility will bear interest at an
amount equal to the adjusted LIBOR rate plus 2.75%, with a step-down
to the adjusted LIBOR rate plus 2.50% if the Company's leverage ratio
is equal to or less than 2.50:1.00. The credit agreement contains
affirmative and negative covenants that the Company believes are
usual and customary for a senior secured credit agreement. The credit
agreement also requires the Company to maintain a maximum leverage
ratio and a minimum interest coverage ratio. 
Also in connection with the combination, GeoEye, discharged and
called for redemption all of GeoEye's 75 outstanding 9.625% Senior
Secured Notes due 2015 and 8.625% Senior Secured Notes due 2016. 
DigitalGlobe expects to announce fourth quarter 2012 and full year
2012 earnings on February 26, 2013, and intends to provide full-year
2013 financial guidance at that time.  
About DigitalG
lobe 
DigitalGlobe is a leading provider of commercial high-resolution
earth observation and advanced geospatial solutions that help
decision makers better understand our changing planet in order to
save lives, resources and time. Sourced from the world's leading
constellation, our imagery solutions deliver unmatched coverage and
capacity to meet our customers' most demanding mission requirements.
Each day customers in defense and intelligence, public safety, civil
agencies, map making and analysis, environmental monitoring, oil and
gas exploration, infrastructure management, navigation technology,
and providers of location-based services depend on DigitalGlobe data,
information, technology and expertise to gain actionable insight.  
In January 2013, DigitalGlobe and GeoEye combined to become one
DigitalGlobe, creating a company capable of providing greater value
to customers through an integrated constellation and a broader set of
products and services. For more information on the combination and
its benefits, visit www.digitalglobe.com/combination. 
DigitalGlobe is a registered trademark of DigitalGlobe. 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 
This document may contain or incorporate forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of
1995, as amended. Forward-looking statements relate to future events
or future financial performance and generally can be identified by
the use of terminology such as "may," "will," "should," "expects,"
"plans," "anticipates," "could," "intends," "target," "projects,"
"contemplates," "believes," "estimates," "predicts," "potential,"
"continue" or "looks forward to" or the negative of these terms or
other similar words, although not all forward-looking statements
contain these words.  
This document contains forward-looking statements relating to the
proposed strategic combination of DigitalGlobe and GeoEye pursuant to
a merger. All statements, other than historical facts, including
statements regarding the expected timing of the closing of the
transaction; the ability of the parties to complete the transaction
considering the various closing conditions; the expected benefits of
the transaction such as efficiencies, cost savings, tax benefits,
enhanced revenues and cash flow, growth potential, market profile and
financial strength; the competitive ability and position of the
combined company; and any assumptions underlying any of the
foregoing, are forward-looking statements. Such statements are based
upon current plans, estimates and expectations that are subject to
risks, uncertainties and assumptions. The inclusion of such
statements should not be regarded as a representation that such
plans, estimates or expectations will be achieved. Important factors
that could cause actual results to differ materially from such plans,
estimates or expectations include, among others, that (1) the
anticipated benefits of the transaction may not be fully realized or
may take longer to realize than expected; (2) the costs or challenges
related to the integration of DigitalGlobe and GeoEye operations
could be greater than expected; (3) the ability of the combined
company to retain and hire key personnel and maintain relationships
with customers, suppliers or other business partners; (4) the impact
of legislative, regulatory, competitive and technological changes;
(5) the risk that the credit ratings of the combined company may be
different from what the companies expect; (6) other business effects,
including the effects of industry, economic or political conditions
outside of the companies' control, transaction costs and actual or
contingent liabilities; (7) the outcome of any legal proceedings
related to the transaction; and (8) other risk factors as detailed
from time to time in DigitalGlobe's and GeoEye's rep
orts filed with
the Securities and Exchange Commission ("SEC"), including their
respective Annual Reports on Form 10-K for the year ended December
31, 2011 and Quarterly Reports on Form 10-Q for the quarter ended
March 31, 2012, June 30, 2012 and September 30, 2012, which are
available on the SEC's website (www.sec.gov). There can be no
assurance that the expected benefits of the strategic combination
will be realized.  
DigitalGlobe does not undertake any obligation to update any
forward-looking statement to reflect events or circumstances after
the date on which the statement is made or to reflect the occurrence
of unanticipated events. Readers are cautioned not to place undue
reliance on any of these forward-looking statements. 
Investor Contact:
David Banks
(303) 684-4210
ir@digitalglobe.com 
Media Contact:
Robert Keosheyan
(303) 684-4742
rkeoshey@digitalglobe.com 
 
 
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