The foregoing description of the 2023 Term Loan Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the 2023 Term Loan Facility, which is attached as Exhibit 10.1 to this report and is incorporated herein by reference.
Bridge Facility
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 (the “Bridge Facility”), providing for a $733.4 million unsecured bridge loan facility, which was fully drawn at closing and matures in May 2024 or, if extended, May 2031. Viasat received $692.4 million in proceeds from borrowings under the Bridge Facility, net of escrow interest and commitment and funding fees. Borrowings under the Bridge Facility are required to be repaid, to the extent not previously repaid, at maturity.
Borrowings under the Bridge Facility bear interest, unless the maturity date is extended beyond May 2024, at a rate equal to the forward-looking SOFR term rate administered by CME for the applicable interest period, subject to a floor of 0.50%, plus a credit spread adjustment of 0.26% plus an applicable margin equal to (i) 4.75% from May 30, 2023 to (but excluding) August 30, 2023, (ii) 5.25% from August 30, 2023 to (but excluding) November 30, 2023, (iii) 5.75% from November 30, 2023 to (but excluding) February 29, 2024 and (iv) 6.25% from February 29, 2024 to (but excluding) May 30, 2024. The interest rate for the Bridge Facility is subject to a maximum total rate of 7.50% per annum. If the maturity date of the Bridge Facility is extended beyond May 2024, the borrowings under the Bridge Facility will bear interest at a rate equal to 7.50% per annum.
Borrowings under the Bridge Facility are required to be guaranteed by certain significant domestic subsidiaries of Viasat (as defined in the Bridge Facility). The Bridge Facility contains covenants that restrict, among other things, the ability of Viasat and its restricted subsidiaries to incur additional debt, grant liens, sell assets, make investments, pay dividends and make certain other restricted payments. The Bridge Facility also contains customary events of default. Upon the occurrence and during the continuance of an event of default, the administrative agent may declare all outstanding amounts under the Bridge Facility immediately due and payable.
Certain of the lenders under the Bridge Facility, 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 (including in connection with the 2023 Term Loan Facility and the Existing Credit Facilities) for which they have received and/or may in the future receive customary compensation and expense reimbursement.
The foregoing description of the Bridge Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Bridge Facility, which is attached as Exhibit 10.2 to this report and is incorporated herein by reference.
Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note 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 set forth in Item 1.01 above is incorporated herein by reference.
Item 3.02. |
Unregistered Sales of Equity Securities. |
At the closing of the Acquisition, Viasat issued an aggregate of 46,363,636 shares of Common Stock to the Sellers as the share consideration payable under the Purchase Agreement. Viasat relied upon warranties of and information provided by the Sellers in support of the satisfaction of the conditions contained in Section 4(a)(2) of the Securities Act or Regulation D under the Securities Act. At the closing of the Acquisition, Viasat entered into a registration rights agreement with the Investor Sellers (as defined below), pursuant to which Viasat has agreed to file a registration statement to register the resale of the shares issued to such Sellers in the Acquisition.