Item 1.01. Entry into a Material Definitive Agreement.
On November 23, 2021, Viasat, Inc. ("Viasat") entered into the Fifth Amendment
to Credit Agreement (the "Amendment"), which amended the Credit Agreement, dated
as of November 26, 2013, with MUFG Union Bank, N.A. (as administrative agent and
collateral agent) and the other lenders party thereto (as amended, the
"Revolving Credit Agreement"). The Amendment, among other matters, provides for
certain amendments to permit the consummation of the acquisition of Connect
Topco Limited ("Inmarsat") and provide additional covenant flexibility, which
amendments will become effective at and conditional upon the closing of such
Inmarsat transaction. The Amendment also provides for greater flexibility to
incur export credit agency financing.
Borrowings under the Revolving Credit Agreement bear interest, at Viasat's
option, at either (1) the highest of the Federal Funds rate plus 0.50%, the
Eurodollar rate plus 1.00%, or the administrative agent's prime rate as
announced from time to time, or (2) the Eurodollar rate, plus, in the case of
each of (1) and (2), an applicable interest margin that is based on Viasat's
total leverage ratio. The Revolving Credit Agreement is required to be
guaranteed by certain significant domestic subsidiaries of Viasat (as defined in
the Revolving Credit Agreement) and secured by substantially all of Viasat's and
any subsidiary guarantor's assets. As of the date hereof, none of Viasat's
subsidiaries guaranteed the Revolving Credit Agreement.
The Revolving Credit Agreement contains financial covenants regarding a maximum
total leverage ratio and a minimum interest coverage ratio. In addition, the
Revolving Credit Agreement contains covenants that restrict, among other things,
Viasat's ability to sell assets, make investments and acquisitions, make capital
expenditures, grant liens, pay dividends and make certain other restricted
payments. The Revolving Credit Agreement also contains customary events of
default. Upon the occurrence and during the continuance of an event of default,
the lenders may declare all outstanding amounts under the Revolving Credit
Agreement immediately due and payable, and may terminate commitments to make any
additional advances thereunder.
Certain of the lenders under the Revolving Credit Agreement, and their
respective affiliates, have performed, and may in the future perform, for Viasat
and its affiliates various commercial banking, investment banking, financial
advisory or other services for which they have received and/or may in the future
receive customary compensation and expense reimbursement.
The description of the Amendment contained herein does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Amendment, which is attached as Exhibit 10.1 to this report and is
incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description of Exhibit
10.1 Fifth Amendment to Credit Agreement, dated as of November 23, 2021,
by and among Viasat, Inc., MUFG Union Bank, N.A. (as administrative
agent and collateral agent), and the other lenders party thereto.
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document)
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Additional Information About the Transaction and Where to Find It
This communication is being made in respect of the proposed business combination
transaction between Viasat and Inmarsat pursuant to the terms of that certain
Share Purchase Agreement, dated as of November 8, 2021, by and among Viasat and
the shareholders of Inmarsat. Viasat intends to file with the Securities and
Exchange Commission (the "SEC") a proxy statement and other relevant documents
in respect of a stockholder meeting to obtain stockholder approval in connection
with the transaction. The definitive proxy statement will be sent or given to
the stockholders of Viasat and will contain important information about the
transaction and related matters. INVESTORS AND STOCKHOLDERS ARE URGED TO READ
THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT MATERIALS CAREFULLY IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT VIASAT, INMARSAT AND THE PROPOSED TRANSACTION. Investors and
stockholders may obtain a free copy of these materials (when available) and
other documents filed by Viasat with the SEC through the website maintained by
the SEC at www.sec.gov. In addition, free copies of these materials will be made
available free of charge through Viasat's website at https://www.viasat.com.
Participants in the Solicitation
Viasat, and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Viasat in
connection with the transaction. Information regarding the persons who may,
under the rules of the SEC, be considered to be participants in the solicitation
of Viasat's stockholders in connection with the transaction will be set forth in
Viasat's definitive proxy statement for its stockholder meeting. Additional
information regarding these individuals and any direct or indirect interests
they may have in the transaction will be set forth in the definitive proxy
statement when and if it is filed with the SEC in connection with the
transaction.
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