|CUSIP No. 92552V100
||Page 4 of 7 Pages
Item 1. Security and Issuer.
This statement relates to the common stock, par value $0.0001 per
share (the “Common Stock”), of Viasat, Inc., a Delaware corporation
(“Viasat” or the “Issuer”). The principal executive offices of the
Issuer are located at 6155 El Camino Real, Carlsbad, California
Item 2. Identity and Background.
(a) Names of Persons Filing
This statement is filed on behalf of each of the following entities
and individuals (collectively, the “Reporting Persons”):
PRETZEL LOGIC BV (“Pretzel Logic”)
The agreement among the Reporting Persons to file jointly (the
“Joint Filing Agreement”) is attached as Exhibit A hereto and
incorporated herein by reference. The execution and filing of such
joint filing agreement shall not be construed as an admission that
the Reporting Persons are a group, or have agreed to act as a
(b) Residence or business address
The address of the principal business and principal office of each
of the Reporting Persons is Wilhelminalaan 30, 3701BL, Zeist,
(c) The principal business of Pretzel Logic is investing in
(d) None of the Reporting Persons has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) during the past five years.
(e) None of the Reporting Persons has been a party to
any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws during the last five years.
(f) See responses to Item 6 on each cover page.
Item 3. Source and Amount of Funds or Other
The information in Item 4 of this Schedule 13D is incorporated
herein by reference.
The description of the Purchase Agreement (as defined herein)
contained in this Item 3 is not intended to be complete and is
qualified in its entirety by reference to the full text of the
Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the
Current Report on Form 8-K
filed by Viasat with the Securities and Exchange Commission (“SEC”)
on November 8, 2021 and is incorporated herein by reference,
and the letter agreement, dated as of April 11, 2023, by and
among Viasat and the shareholders of Inmarsat party thereto, a copy
of which was filed as Exhibit 2.1(A) to the Annual Report on Form
10-K filed by Viasat with
the SEC on May 22, 2023 and is incorporated herein by
Item 4. Purpose of Transaction.
On May 30, 2023, Viasat purchased all of the issued and
outstanding shares of Connect Topco Limited, a private company
limited by shares and incorporated in Guernsey (“Inmarsat”),
pursuant to the previously announced Share Purchase Agreement,
dated as of November 8, 2021 (as amended, the “Purchase
Agreement”), by and among Viasat, the shareholders of Inmarsat and
the other parties thereto (collectively, including certain parties
entering into any subsequent joinder or deed of adherence thereto,
the “Sellers”) in exchange for (i) cash consideration equal to
$550.7 million, subject to adjustments, and
(ii) approximately 46.36 million unregistered shares of
Common Stock, upon the terms and subject to the conditions set
forth therein (the “Acquisition”).
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. Additionally,
Viasat entered into a registration rights agreement with certain
Inmarsat shareholders, 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.