UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 2012
ViaSat, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-21767 | 33-0174996 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
6155 El Camino Real
Carlsbad, California 92009
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (760) 476-2200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On February 22, 2012, ViaSat, Inc. issued a press release pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”), regarding the pricing of an offering of $275.0 million in aggregate principal amount of senior unsecured notes due 2020 (the “Notes”) to be issued through a private placement to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. The Notes will have an interest rate of 6.875% per annum and will be issued at a price equal to 100% of their face value.
Neither the press release nor this Current Report on Form 8-K constitutes an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum. The Notes have not been registered under the Securities Act, and may not be offered or sold in the United States except pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act and applicable state laws.
In accordance with Rule 135c(d) under the Securities Act, a copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release dated February 22, 2012 issued by ViaSat, Inc. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VIASAT, INC.
| ||||
| Date: February 22, 2012 | By: | /s/ Paul G. Castor | ||
| Name: | Paul G. Castor | |||
| Title: | Associate General Counsel | |||
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release dated February 22, 2012 issued by ViaSat, Inc. | |
Exhibit 99.1
|
|
News | Contact: Heather Ferrante Investor Relations ViaSat Inc. +1 760-476-2633 www.viasat.com |
ViaSat Announces Pricing of $275 Million in Senior Unsecured Notes
Carlsbad, Calif. – February 22, 2012 – ViaSat Inc. (Nasdaq: VSAT) today announced that it has priced its offering of $275 million in aggregate principal amount of 6.875% senior unsecured notes due 2020. The notes were offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended. The notes will have an interest rate of 6.875% per annum and will be issued at a price equal to 100% of their face value.
The closing of the sale of the notes, which is subject to customary conditions, is expected to occur on February 27, 2012. The notes will be guaranteed on a senior unsecured basis by certain of ViaSat’s existing and future subsidiaries.
The net proceeds from the offering (which are estimated to be approximately $269.3 million, after deducting estimated discounts, commissions and offering expenses) will be used to repay outstanding borrowings under ViaSat’s credit facility and for general corporate purposes, which may include financing costs related to the purchase, launch and operation of additional satellites or satellite capacity, potential acquisitions, funding subscriber acquisition costs, working capital or capital expenditures.
The notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act.
This press release is neither an offer to sell nor the solicitation of an offer to buy the notes or any other securities, and no offer, solicitation or sale will be made in any jurisdiction in which, or to any persons to whom, such an offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of an offering memorandum. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.