Viasat, Inc. (NasdaqGS:VSAT) entered into a definitive agreement to acquire Inmarsat Group Holdings Limited from Apax Partners LLP, Warburg Pincus LLC, Canada Pension Plan Investment Board, Ontario Teachers' Pension Plan Board and others for $7.4 billion on November 8, 2021. As part of the agreement, Viasat will acquire Inmarsat in a transaction valued at $7.3 billion, comprised of $850 million in cash, subject to adjustments; approximately 46.36 million shares of Viasat common stock valued at $3.1 billion based on the closing price on Friday November 5, 2021, and the assumption of $3.4 billion of net debt. The consideration includes a holdback amount of $30 million. At closing, on a pro forma basis, Inmarsat shareholders are expected to be issued shares representing an aggregate of 37.5% of Viasat stock on a fully diluted basis, with each of the existing Inmarsat shareholders receiving shares representing less than 10%. Viasat also plans to assume $2.1 billion in principal amount of Inmarsat senior secured bonds and $1.7 billion outstanding under Inmarsat's $2.4 billion of senior secured credit facilities. Viasat has obtained financing commitments for $2.3 billion of new debt facilities ((which may be secured and/or unsecured) required to complete this transaction, a portion of which is to be raised between signing and closing to fund Viasat's standalone growth expenditures. If the agreement terminated due to a Viasat change in recommendation, or Viasat not having held a meeting of its stockholders to approve the Stockholder Approval by the Long Stop Date, then, in each case, a termination fee of $150 million will be payable by Viasat to the Sellers or Inmarsat in cash. Additionally, a termination fee of $200 million will be payable by Viasat if either Viasat or the Investor Sellers terminate the purchase agreement due to the transaction not being completed by the Long stop date and at the time of termination regulatory conditions are not satisfied. At the closing of the transaction, Viasat intends to expand its board of directors from eight to ten members, with Andrew Sukawaty, current chairman of Inmarsat, being appointed as one of the two new board members. A second new board member will be appointed at transaction closing by the current Inmarsat shareholders.

As on October 18, 2022, Australian Government's Foreign Investment Review Board approved the transaction. The transaction is subject to the approval of Viasat stockholders, the receipt of certain regulatory approvals and clearances and the satisfaction of other customary closing conditions. The transaction has been unanimously approved by the boards of directors of both Viasat and Inmarsat. The Baupost Group, L.L.C., Viasat's largest shareholder, has agreed to vote in favor of the transaction. As of April 26, 2022, Viasat issued proxy statement to its shareholders with the intent to call general meeting of the shareholders for obtaining transaction approval. As of June 21, 2022, the transaction is approved by the shareholders of Viasat at its Special Meeting of Stockholders. The transaction is expected to close in the second half of calendar year 2022. The combined company's revenue and earnings profile is expected to be more diverse, resilient and global. Viasat estimates that the combined company has the potential for mid-teens percentage revenue and Adjusted EBITDA growth with a fully funded path to positive free cash flow, with upside from new IoT applications and greater utilization of global space assets. As of September 16, 2022, the transaction is approved by UK Government under the National Security & Investment Act. As of October 6, 2022, CMA decided to proceed to Phase 2 review on this transaction.

PJT Partners and BofA Securities, Inc. acted as financial advisors to Viasat. PJT Partners acted as fairness opinion provider to the board of directors of Viasat. Latham & Watkins LLP and Linklaters acted as legal advisors to Viasat. Barclays, J.P. Morgan Securities plc and Trinity Advisers acted as financial advisors to Inmarsat. Kirkland & Ellis, Clifford Chance and Steptoe & Johnson LLP acted as legal advisors to Inmarsat and its majority shareholders. Cahill Gordon & Reindel LLP acted as legal advisor to Viasat, Inc. Rory Mullarkey, Stuart Boyd and Jacob Traff of Kirkland & Ellis International LLP. MacKenzie Partners, Inc. acted as proxy solicitor to Viasat. Viasat will pay a fee of $25,000 to MacKenzie Partners for their services as proxy solicitor. Viasat will pay a $4 million opinion fee to PJT Partners and upon the consummation of the transaction, PJT Partners will receive a transaction fee of $24 million for advisory services.