|
|
|
|
|
| CUSIP No.
92552V100 |
|
13D |
|
Page 5 of 8 Pages |
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.
Additionally, on May 30, 2023, effective as of the closing of
the Acquisition and in accordance with the terms of the Purchase
Agreement and the Stockholders Agreement, dated as of
November 8, 2021 (the “Stockholders Agreement”), among Viasat
and certain sellers (Triton LuxTopHolding SARL, CPP Investment
Board Private Holdings (4) Inc., 2684343 Ontario Limited, and
WP Triton Co-Invest, L.P.
and certain parties entering into any subsequent joinder thereto,
collectively referred to herein as the “Investor Sellers”), the
size of the Viasat board of directors (the “Viasat Board”) was
increased from eight to ten directors and Andrew Sukawaty and
Rajeev Suri were appointed (as the Investor Sellers’ designees) to
fill the vacancies created by the new directorships. Messrs.
Sukawaty and Suri serve as Class I and III directors of the
Viasat Board, respectively. In addition, effective as of the
closing of the Acquisition, Mr. Sukawaty was appointed to the
Compensation and Human Resource Committee of the Viasat Board.
Under the Stockholders Agreement, the Investor Sellers have the
right to designate two individuals for nomination to the Viasat
Board for so long as the Investor Sellers collectively beneficially
own at least 25% of the total outstanding shares of Common Stock,
and one individual for nomination to the Viasat Board for so long
as the Investor Sellers collectively beneficially own at least 15%
of the total outstanding shares of Common Stock. In addition, the
Stockholders Agreement imposes certain transfer restrictions with
respect to the consideration shares issued to the Investor Sellers,
including a prohibition on transfer during an initial 180-day lock-up period and on transfers to
Viasat competitors and certain other parties for so long as the
Investor Sellers collectively beneficially own at least 10% of the
total outstanding shares of Common Stock, as well as customary
standstill limitations.
The foregoing descriptions of the Purchase Agreement and the
Stockholders Agreement do not purport to be complete and are
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 (as amended by 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 reference) and is
incorporated herein by reference, and the full text of the
Stockholders Agreement, a copy of which was filed as Exhibit 10.3
to the Current Report on Form 8-K filed by Viasat with the SEC on
November 8, 2021 and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) The responses to Item 7-13 on each of the cover pages of this
statement on Schedule 13D are incorporated herein by reference.
(b) After giving effect to closing of the Acquisition, as of
May 30, 2023, Triton LuxTop directly holds 11,356,776 shares
of Common Stock. The shareholders of Triton LuxTop are Triton Lux
EquityCo SARL and Connect Syndication L.P. Apax IX, in its capacity
as ultimate general partner of the Apax IX Fund, is the sole
shareholder of Triton Lux EquityCo SARL. Apax IX is also the sole
shareholder of Connect Syndication GP Co. Limited, the General
Partner of Connect Syndication L.P. Apax IX is the investment
manager of each of Apax IX EUR L.P., Apax IX EUR Co Investment
L.P., Apax IX USD L.P. and Apax IX USD Co Investment L.P. (together
the “Apax IX Fund”) and is controlled by a board of directors
consisting of Elizabeth Burne, Simon Cresswell, Andrew Guille,
Martin Halusa, Paul Meader and Jeremy Latham. Each of the Reporting
Persons, the Apax IX Fund and the foregoing board members disclaim
their beneficial ownership of such shares of Common Stock except to
the extent of a pecuniary interest held therein.