Quarterly report [Sections 13 or 15(d)]

Debt and Other Financing

v3.25.2
Debt and Other Financing
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Debt and Other Financing 9. Debt and Other Financing
The carrying value of the Company’s outstanding debt consisted of the following amounts:
June 30, December 31,
2025 2024
(in thousands)
Current portion of long-term debt $ 5,250  $ 2,000 
Non-current portion of long-term debt 118,212  107,034 
Total long-term debt 123,462  109,034 
Unamortized debt issuance costs (993) (1,371)
Outstanding balance $ 122,469  $ 107,663 

Effective Interest Rate June 30, December 31,
Name of Loan 2025 2024
(in thousands)
Loans from related parties
12.23% - 12.57%
 $ 97,524  $ 93,034 
Satellite launch vendor financing
8.79% - 11.62%
 15,938  6,000 
Commercial bank line
 10.98% 10,000  10,000 
Total $ 123,462  $ 109,034 

Loans from Related Parties
In May 2023, BlackSky and its subsidiaries entered into an Amendment to its Amended and Restated Loan and Security Agreement with Intelsat and Seahawk, dated October 31, 2019 and previously amended on September 9, 2021. In July 2025, the Company repaid these loans in their entirety plus accrued interest in the amount $100.2 million. See Note 17 - "Subsequent Events" and “Convertible Notes” below regarding the subsequent event convertible Debt offering.

Satellite Launch Vendor Financing
In November 2023, the Company entered into a vendor financing agreement for multiple satellite launches providing for $27.0 million, of which a portion can be drawn down equally per satellite launch and will be repaid quarterly on a pro-rata basis across a three-year period after each successful launch milestone. Payments will accrue interest at 12.6% per annum, beginning on each launch date. The Company may prepay at any time until the maturity date without premium or penalty. During the six months ended June 30, 2025, the Company incurred $10.5 million of additional debt related to the satellite launch vendor financing agreement.

Commercial Bank Line
In April 2024, the Company, and certain subsidiaries of the Company, as co-borrowers, entered into a commercial bank line with Stifel Bank that provided for a $20.0 million revolving credit facility. In July 2025, the Company repaid the amount owed under the revolving credit facility in its entirety plus accrued interest in the amount $10.0 million and closed the commercial bank line. See Note 17 - "Subsequent Events" and “Convertible Notes” below regarding the subsequent event convertible Debt offering.

Convertible Notes
In July 2025, the Company issued $185.0 million principal amount of Convertible Notes in a private offering. The Convertible Notes will mature on August 1, 2033 unless earlier converted, redeemed or
repurchased. The Convertible Notes will bear interest at a rate of 8.25% per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026.
Holders may convert their Convertible Notes at their option at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Company will pay shares of the Company's Class A common stock, or deliver cash, or a combination of cash and shares of the Company's Class A common stock, at the Company's election. 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 Company may not redeem the Convertible Notes prior to August 4, 2028. The Company may redeem for cash all or any portion of the Convertible Notes, at the Company's option, on or after August 4, 2028 and prior to the 26th scheduled trading day immediately preceding the maturity date, if (1) the last reported sale price of the Company's Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption and (2) certain liquidity conditions are satisfied, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Debt Maturities
The following table presents the minimum required maturities under the Company’s loan agreements as of June 30, 2025 and excludes the issuance of the new Convertible Notes in July 2025 as well as the related payments of principle and accrued interest from the loans from related parties and commercial bank line. See Note 17 - "Subsequent Events" and “Convertible Notes” above regarding the subsequent event convertible Debt offering.

For the years ending December 31, (in thousands)
2025 $ 2,500 
2026 113,024 
2027 5,500 
2028 2,438 
Total outstanding $ 123,462 

Fair Value of Debt
The estimated fair value of the Company’s outstanding long-term debt was $130.1 million and $120.3 million as of June 30, 2025 and December 31, 2024, respectively, which is different than the historical cost of the long-term debt as reflected in the Company’s unaudited condensed consolidated balance sheets. The fair value of the long-term debt was estimated using Level 3 inputs, based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements and credit rating.
Compliance with Debt Covenants
As of June 30, 2025 and December 31, 2024, the Company held debt instruments that contained financial and non-financial debt covenants, which included a minimum cash and cash equivalents balance covenant, a quarterly minimum revenue target covenant, and an Adjusted EBITDA requirement covenant. In July 2025, the Company repaid all principal and accrued interest from the loans from related parties and the commercial bank line; as a result of these debt repayments, the Company is no longer subject to any financial or non-financial debt covenants going forward.