GeoEye, Inc. (NASDAQ: GEOY) is proposing to offer, in a private placement, $350 million in aggregate principal amount of Senior Secured Notes due 2015 (the "Notes Offering"). The Senior Secured Notes (the "Notes") being offered by GeoEye in the Notes Offering will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Notes are being offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act. The net proceeds of the Notes Offering are intended to be used to fund a Tender Offer (the "Tender Offer") to purchase any and all of GeoEye's outstanding $250 million in aggregate principal amount of Floating Rate Senior Secured Notes due 2012 (the "2012 Notes"), including the redemption of any 2012 Notes that remain outstanding after the expiration of the Tender Offer, and for general corporate purposes, which may include funding a portion of the costs of constructing a new high-resolution satellite.