Transaction Creates a New Global Partner
in Satellite Communications
CARLSBAD, Calif., May 31, 2023
/PRNewswire/ -- Viasat Inc., (NASDAQ: VSAT), a global
communications company, today announced the completion of its
acquisition of Inmarsat.
The combined company enhances our scale and scope to continue to
drive growth in the increasingly dynamic and competitive satellite
communications industry. The company's assets, once fully
integrated, are expected to increase the pace and scope of
innovation in the global satellite connectivity sector, offering
new and improved capabilities to customers that will address the
ever-increasing speed, flexibility, reliability, coverage and
security they demand.
"We are thrilled to welcome Inmarsat's employees, customers,
shareholders and partners into the Viasat ecosystem," said
Mark Dankberg, Chairman and CEO,
Viasat. "The combination of our companies brings together the
people, technology, innovation, network assets, spectrum resources
and global partnerships needed to help connect the world more
affordably, securely and reliably. Together, we believe we are
positioned to offer customers a multi-layered network that gives
them the right connectivity at the right time, place and price.
"Thanks to all those who worked so tirelessly and thoroughly to
complete this transaction," said Dankberg. "I'd also like to thank
the Viasat team and the leadership team at Inmarsat, especially the
contributions of Rajeev Suri,
Inmarsat CEO, and Andy Sukawaty,
Inmarsat Chairman. Rajeev and Andy will be joining the Viasat Board
of Directors as representatives of the prior Inmarsat private
equity ownership consortium. I look forward to their continued
contributions to the company."
In connection with the appointment of Rajeev and Andy, The
Baupost Group will no longer serve in a non-voting observer
capacity to the Viasat Board of Directors. "I would like to thank
The Baupost Group, and in particular Seth
Klarman and Greg Ciongoli,
for their valuable contributions to boardroom discussions over the
last five years, and for their strategic insights and support of
the Inmarsat acquisition," said Dankberg.
The combined company will continue to be led by Mark Dankberg as Chairman and CEO and Guru
Gowrappan as President. Viasat also reconfirmed that its new global
international business headquarters will be in London. Corporate headquarters will continue
to be in Carlsbad, California.
Further decisions regarding organizational structure and leadership
will be determined as part of the ongoing integration process.
"Our goal is to be the undisputed leader in satellite
communications with a sharp focus on providing the best products
and services for our customers," said Gowrappan. "We are more than
the sum of our parts. This combination broadens the global fixed
and mobile services available to customers in an industry-defining
moment. We intend to move quickly to bring the best from each
company together in a way that creates much deeper value for our
stakeholders and ensures we deliver on our synergy
commitments."
"Satellite communications is a hugely significant and strategic
global market for the U.K. space sector, now poised for an exciting
next phase," said George Freeman MP, the U.K.'s Minister of State
at the Department of Science, Innovation & Technology. "The
combination of Viasat and Inmarsat creates a global leader in
satellite communications here in the U.K. It brings significant
investment, hundreds of new highly skilled jobs and will serve as a
catalyst for substantial economic growth. Having met both
companies, I look forward to working with them as we use the U.K.'s
regulatory freedom and leadership to support advanced technologies
to boost the space economy's productivity, profitability and
sustainability."
The closing of the Inmarsat acquisition enables the companies to
bring together spectrum, satellite, and terrestrial assets,
including 19 satellites in space spanning Ka-, L- and S- bands.
These complementary assets are expected to deliver connectivity and
key safety services across maritime, aviation, government and
consumer markets with speed and reliability of connection front of
mind.
Under the terms of the purchase agreement, at the closing of the
transaction, Inmarsat's shareholders received an aggregate of
$551 million in cash, subject to
adjustments, and approximately 46.36 million shares of common
stock. The cash portion of the purchase price was reduced from
$850 million to $551 million after Inmarsat paid a $299 million special dividend to its shareholders
in April 2022. The shares issued to
the Inmarsat shareholders at the closing represent an aggregate of
approximately 37.6% of the total shares of Viasat common stock on a
fully diluted basis, with no Inmarsat shareholder receiving shares
representing 10% or more. In connection with closing of the
acquisition on May 30, 2023, Viasat
drew down on approximately $1.35
billion of its committed financing package, including a
$617 million secured term loan
facility and a $733 million unsecured
bridge loan. The lower financed amount reflects in part the
reduction in the cash component of the purchase price.
Advisors
PJT Partners served as financial advisor to
Viasat. Latham & Watkins LLP and Linklaters served as legal
advisors to Viasat. Barclays, J.P. Morgan Securities plc and
Trinity Advisers acted as financial advisors to Inmarsat. Kirkland
& Ellis, Clifford Chance and
Steptoe & Johnson LLP served as legal advisors to Inmarsat and
its majority shareholders.
About Viasat
Viasat is a global communications
company that believes everyone and everything in the world can be
connected. With offices in 24 countries around the world, our
mission shapes how consumers, businesses, governments and
militaries around the world communicate and connect. Viasat is
developing the ultimate global communications network to power
high-quality, reliable, secure, affordable, fast connections to
positively impact people's lives anywhere they are—on the ground,
in the air or at sea, while building a sustainable future in space.
On May 30, 2023, Viasat completed its
acquisition of Inmarsat, combining the teams, technologies and
resources of the two companies to create a new global
communications partner. Learn more at www.viasat.com, the
Viasat News Room or follow us on
Facebook, Instagram, LinkedIn, Twitter or YouTube.
Forward-Looking Statements
This press release contains forward-looking statements that are
subject to the safe harbors created under the Securities Act of
1933 and the Securities Exchange Act of 1934. Forward-looking
statements include statements that refer to the expected benefits,
synergies, growth and scale opportunities and other financial and
operating benefits resulting from the Inmarsat acquisition; the
anticipated operations, financial position, liquidity, performance,
prospects or growth and scale opportunities following the closing
of the Inmarsat acquisition; the benefits to customers provided by
the combined company; integration activities; the performance and
anticipated benefits of the combined company's satellites; and the
expected investments of the combined company in the U.K. space
industry. Readers are cautioned that actual results could differ
materially and adversely from those expressed in any
forward-looking statements. Factors that could cause actual results
to differ include: the ability of Viasat to successfully integrate
Inmarsat operations, technologies and employees; the ability to
realize anticipated benefits and synergies of the Inmarsat
acquisition, including the expectation of enhancements to Viasat's
products and services, greater revenue or growth opportunities,
operating efficiencies and cost savings; the ability to ensure
continued performance and market growth of the combined company's
business; changes in the global business environment and economic
conditions; the availability and cost of credit; risks associated
with the construction, launch and operation of satellites,
including the effect of any anomaly, operational failure or
degradation in satellite performance; the combined company's
ability to successfully develop, introduce and sell new
technologies, products and services; the combined company's
reliance on a limited number of third parties to manufacture and
supply their respective products; the risk of litigation or
regulatory actions; Viasat's and the combined company's level of
indebtedness and ability to comply with applicable debt covenants;
and other factors affecting the communications industry generally.
In addition, please refer to the risk factors contained in Viasat's
SEC filings available at www.sec.gov, including Viasat's most
recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q,
and the definitive proxy statement filed in connection with the
transaction, and such reports that are subsequently filed with the
SEC. Readers are cautioned not to place undue reliance on any
forward-looking statements, which speak only as of the date on
which they are made. Viasat undertakes no obligation to update or
revise any forward-looking statements for any reason.
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SOURCE Viasat, Inc.