VIASAT INC: conclusion of a material definitive agreement, creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a holder, financial statements and supporting documents (form 8-K)

Article 1.01. The conclusion of an important definitive agreement.

At 23 November 2021, Viasat, Inc. (“Viasat”) entered into the Fifth Amendment to the Credit Agreement (the “Amendment”), which amended the Credit Agreement, dated November 26, 2013, with MUFG Union Bank, NA (as administrative agent and guarantee agent) and other lenders party thereto (as amended, the “Revolving Credit Agreement”). The amendment, among others, provides for certain modifications to allow the consumption of the acquisition of Connect Topco Limited (“Inmarsat”) and provide additional commitment flexibility, the changes of which will come into effect and will be conditional on the closing of this Inmarsat transaction. The amendment also provides for greater flexibility in contracting financing from export credit agencies.

The borrowings under the revolving credit agreement bear interest, at by Viasat
option, either (1) the greater of the Fed Funds rate plus 0.50%, the Eurodollar rate plus 1.00% or the Administrative Agent’s prime rate as announced from time to time, or ( 2) of the plus Eurodollar rate, in the case of each of (1) and (2), an applicable interest margin which is based on by Viasat
total leverage ratio. The revolving credit agreement must be guaranteed by certain major national subsidiaries of Viasat (as defined in the revolving credit agreement) and guaranteed by almost all of the by Viasat and the assets of any subsidiary guarantor. As of the date hereof, none of the by Viasat
subsidiaries guaranteed the revolving credit agreement.

The revolving credit agreement contains financial covenants relating to a maximum total leverage ratio and a minimum interest coverage ratio. In addition, the revolving credit agreement contains restrictive covenants that restrict, among other things,
by Viasat ability to sell assets, make investments and acquisitions, make capital expenditures, grant liens, pay dividends and make certain other restricted payments. The revolving credit agreement also contains customary events of default. Upon the occurrence and during the persistence of an Event of Default, Lenders may declare all amounts outstanding under the Revolving Credit Agreement immediately due and payable, and may terminate commitments to make additional advances under it. this.

Certain of the lenders under the Revolving Credit Agreement, and their respective affiliates, have made, and may in the future, make, for Viasat
and its affiliates various commercial banking, investment banking, financial advisory or other services for which they have received and / or may in the future receive customary remuneration and reimbursement of expenses.

The description of the amendment contained in this document does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment, which is attached as Exhibit 10.1 to this report and is incorporated herein by reference.

Article 2.03. Creation of a direct financial obligation or obligation under a

           Off-Balance Sheet Arrangement of a Registrant.


The information provided in section 1.01 above is incorporated herein by reference.

Article 9.01. Financial statements and supporting documents.


(d) Exhibits



Exhibit
Number                               Description of Exhibit

10.1           Fifth Amendment to Credit Agreement, dated as of November 23, 2021,
             by and among Viasat, Inc., MUFG Union Bank, N.A. (as administrative
             agent and collateral agent), and the other lenders party thereto.

104          Cover Page Interactive Data File (embedded with the Inline XBRL
             document)

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Additional transaction information and where to find it

This communication is made regarding the proposed business combination transaction between Viasat and Inmarsat in accordance with the terms of this share purchase agreement, dated November 8, 2021, by and among Viasat and the shareholders of Inmarsat. Viasat intends to file with the Security and Trade Commission (the “SEC”) a proxy and other relevant documents relating to a meeting of shareholders to obtain shareholder approval in connection with the transaction. The definitive proxy will be sent or delivered to the shareholders of Viasat and will contain important information about the transaction and related matters. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE FINAL PROXY FORM AND OTHER RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VIASAT, INMARSAT AND THE PROPOSED TRANSACTION. Investors and shareholders can obtain a free copy of these documents (when available) and other documents filed by Viasat with the SECOND through the website maintained by the SECOND at www.sec.gov. In addition, free copies of these documents will be made available free of charge through by Viasat website at https://www.viasat.com.

Participants in the call for tenders

Viasat, and its directors and officers may be considered participants in the solicitation of proxies from the shareholders of Viasat in connection with the operation. Information concerning the persons who may, under the rules of the SECOND, be considered as participants in the solicitation of by Viasat shareholders in connection with the transaction will be indicated in
by Viasat definitive proxy for its general meeting. Additional information about these persons and any direct or indirect interest they may have in the transaction will be set out in the definitive proxy statement when and if it is filed with the SECOND in connection with the operation.

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