On September 28, 2023, Viasat, Inc. completed the closing of the sale of $733.4 million in aggregate principal amount of its 7.500% Senior Notes due 2031, receiving net proceeds of approximately $728.2 million, after deducting estimated commissions and offering expenses. The Notes will not initially be guaranteed by any of Viasat?s subsidiaries, but will be jointly and severally guaranteed on a senior unsecured basis by any of Viasat?s future domestic restricted subsidiaries that guarantee the existing Viasat revolving credit facility. The Notes were issued by Viasat pursuant to an Indenture, dated as of September 28, 2023, by and between Viasat and Wilmington Trust, National Association, as trustee, which governs the terms of the Notes.
A copy of the Indenture, which includes the form of the Notes. In connection with the closing of the previously announced acquisition of all of the issued and outstanding shares of Connect Topco Limited, a private company limited by shares and incorporated in Guernsey, on May 30, 2023, Viasat entered into a Bridge Credit Agreement by and among Viasat, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other lenders party thereto, providing for a $733.4 million unsecured bridge loan facility, which was fully drawn. On September 28, 2023, Viasat used the net proceeds from this offering (which were approximately $728.2 million, after deducting estimated commissions and offering expenses), together with cash on hand, to repay the Bridge Facility in full, and in connection therewith, all liabilities, obligations and indebtedness under the Bridge Credit Agreement were released, discharged and satisfied in full.
Certain of the initial purchasers of the Notes and their affiliates have provided to Viasat and its affiliates in the past, and may provide from time to time in the future, certain commercial banking, financial advisory, investment banking and other services in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. Certain of the initial purchasers and/or their respective affiliates were lenders under the Bridge Credit Agreement and such initial purchasers or their affiliates may receive a portion of the proceeds of the Notes offering as a result. A brief description of the terms of the Notes and the Indenture follows: Interest.
The Notes will bear interest at a rate of 7.500% per year, consistent with the effective interest rate in the Bridge Credit Agreement, payable semi-annually in arrears in cash on May 30 and November 30 of each year, beginning on May 30, 2024. Viasat will make each interest payment to the holders of record of the Notes on the immediately preceding May 15 and November 15. Maturity.
The Notes will mature on May 30, 2031, unless earlier redeemed or repurchased. Ranking. The Notes are, and any future Guarantees will be, Viasat?s and the applicable Guarantors?
general senior unsecured obligations and rank equally in right of payment with all of their existing and future unsecured senior indebtedness, including Viasat?s 5.625% Senior Notes due 2025 and Viasat?s 6.500% Senior Notes due 2028. The Notes are effectively junior in right of payment to their existing and future secured indebtedness (including Viasat?s obligations under the Viasat Revolving Credit Facility, Viasat?s 5.625% Senior Secured Notes due 2027, Viasat?s guarantee of the direct loan facility with the Export-Import Bank of the United States for the ViaSat-2 satellite, Viasat?s $700.0 million term loan facility and Viasat?s $616.7 million term loan facility (in each case, to the extent of the value of the assets securing such indebtedness), are structurally subordinated to all existing and future liabilities (including trade payables) of Viasat?s subsidiaries that are not Guarantors (including obligations of the borrower under the Ex-Im Credit Facility and all indebtedness of Inmarsat Holdings and its subsidiaries), and are senior in right of payment to all of Viasat and the applicable Guarantors? existing and future subordinated indebtedness.
Redemption. Viasat may redeem the Notes, in whole or in part, at any time on or after May 30, 2026 at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to the date of redemption. Prior to May 30, 2026, Viasat may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus a ?make-whole?
premium, plus accrued and unpaid interest, if any, to the date of redemption. In addition, prior to May 30, 2026, Viasat may redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds from specified equity offerings at the redemption price set forth in the Indenture; however, Viasat may only make these redemptions if at least 50% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding after such redemptions. Viasat is not required to make any mandatory redemption or sinking fund payments with respect to the Notes.
If a ?Change of Control Triggering Event? occurs, each holder of Notes may require Viasat to repurchase all or a portion of such holder?s Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the date of purchase. Events of Default.
Subject to the terms and conditions of the Indenture, each of the following, among other events, constitutes an event of default under the Indenture (after the expiration of the applicable grace periods specified therein): (1) failure by Viasat to pay interest or premium, if any, on, or the principal of, the Notes when due; (2) failure by Viasat or any of its restricted subsidiaries to comply with the covenants in the Indenture; (3) default by Viasat or any of its significant subsidiaries under any mortgage, indenture or instrument securing or evidencing indebtedness with an aggregate principal amount in excess of $100.0 million with respect to a default in the payment of principal, interest or premium when due or where such default results in the acceleration of such indebtedness; (4) failure of Viasat or any of its significant subsidiaries to satisfy certain final judgments when due; (5) certain bankruptcy events; and (6) the Guarantee of a Guarantor in certain circumstances ceasing to be in full force and effect, being declared null and void in a judicial proceeding or being denied by such Guarantor. Upon the occurrence of an event of default under the Indenture, the principal and accrued interest under the Notes then outstanding may be declared due and payable, subject to certain limitations.