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 9, 2016
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)
(760) 476-2200
(Registrant’s Telephone Number, Including Area Code)
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:
| ¨ | 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)) |
This Current Report on Form 8-K contains forward-looking statements that are subject to the safe harbors created under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These statements are based on current expectations, estimates, forecasts and projections about the industries in which ViaSat operates and the beliefs and assumptions of its management. ViaSat use words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words and similar expressions to identify forward-looking statements. In addition, statements that refer to the proposed strategic partnering arrangements with Eutelsat, the timing, anticipated benefits and costs thereof, and other characterizations of future events or circumstances are forward-looking statements. Readers are cautioned that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ include failure to obtain any required regulatory approvals or third party consents for the transactions on a timely basis or at all, failure to satisfy any other conditions to closing of the transactions on a timely basis or at all, and challenges in achieving the strategic objectives and other benefits expected from the proposed strategic partnering arrangements. Please also refer to the risk factors contained in ViaSat’s Securities and Exchange Commission filings available at www.sec.gov, including ViaSat’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Actual results may differ materially and adversely from those expressed in any forward-looking statements. ViaSat undertakes no obligation to revise or update any forward-looking statements for any reason.
| Item 7.01 | Regulation FD Disclosure. |
On February 9, 2016, ViaSat, Inc. (“ViaSat”) and Eutelsat Communications jointly issued a press release announcing a proposed strategic partnering arrangement, as described in Item 8.01 below. A copy of the press release is furnished herewith as Exhibit 99.1.
The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of ViaSat, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this Item 7.01, including the exhibit referenced herein, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
| Item 8.01 | Other Events. |
On February 9, 2016, ViaSat entered into a Framework and Subscription Agreement (the “Framework Agreement”) with Eutelsat S.A, a company incorporated under the laws of France (together with its affiliates, “Eutelsat”), pursuant to which ViaSat and Eutelsat have agreed to enter into a strategic partnering arrangement to own and operate satellite broadband infrastructure and equipment and provide satellite internet broadband services in the European region (the “Territory”), on and subject to the terms and conditions set forth therein. The arrangement will consist of two entities coordinating efforts to expand the European broadband market: an entity to be owned 51% by Eutelsat and 49% by ViaSat following the closing will own and operate Eutelsat’s KA-SAT satellite and related assets and offer wholesale satellite capacity services within the Territory; and an entity to be owned 51% by ViaSat and 49% by Eutelsat following the closing will purchase wholesale satellite capacity services and offer retail satellite internet broadband services within the Territory.
At the closing under the Framework Agreement, Eutelsat will contribute and transfer assets relating to Eutelsat’s existing wholesale satellite broadband business (including its KA-SAT satellite) to a newly formed subsidiary of Eutelsat in exchange for the issuance of new shares in such subsidiary, and following such contribution and issuance, ViaSat will purchase 49% of the issued shares of Eutelsat’s subsidiary from Eutelsat for €132.5 million; and similarly, Eutelsat will purchase 49% of the issued shares of a second newly formed subsidiary of ViaSat for an immaterial amount. Also at the closing, ViaSat and Eutelsat will enter into shareholders’ agreements and other ancillary agreements with respect to the ownership, management and operation of the two entities. The closing of the transactions under the Framework Agreement is subject to customary conditions, including the receipt of required regulatory approvals and third party consents. ViaSat currently anticipates that the closing will occur in the second quarter of 2016.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description of Exhibit | |
| 99.1 | Joint Press Release dated February 9, 2016 issued by ViaSat, Inc. and Eutelsat Communications | |
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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.
| Date: February 9, 2016 | ViaSat, Inc. | |||||
| By: | /s/ Paul Castor | |||||
| Paul Castor | ||||||
| Vice President, Chief Corporate Counsel | ||||||
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Exhibit 99.1
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Eutelsat and ViaSat Forming Joint Venture to Expand
Satellite Broadband in Europe
New Partnership Will Leverage Eutelsat’s Successful European Broadband Business and
ViaSat’s Advanced Broadband Technologies and Consumer ISP Business Expertise
Carlsbad, Calif., and Paris, February 9, 2016 – ViaSat Inc. (NASDAQ: VSAT) and Eutelsat Communications (NYSE Euronext Paris: ETL) today announced an agreement to create a joint venture combining Eutelsat’s current European broadband business with ViaSat’s industry-leading broadband technologies and consumer Internet Service Provider (ISP) business expertise.
Building on a decade-long relationship, ViaSat and Eutelsat are joining forces to create a partnership that will expand Eutelsat’s current wholesale broadband business and launch a new consumer retail service in Europe. The joint venture will initially leverage KA-SAT, Eutelsat’s high capacity broadband satellite.
Commenting on the new partnership, Michel de Rosen, Eutelsat Chairman and CEO, said: “With KA-SAT, our unique dedicated High Throughput Satellite, Eutelsat has built an effective, high-quality, broadband platform for Europe in which ViaSat has played a key role as technical partner. Broadband is an important component of our strategy, and we strive to partner with market-leading companies that contribute to enriching our offer. ViaSat is a partner that we both trust and value for its track record in setting industry standards and developing technologies that unlock broadband opportunities. Our joint venture will take our relationship to a new level and give further impetus to affordable, high-quality internet services in Europe.”
ViaSat’s Chairman and CEO, Mark Dankberg continued: “Eutelsat is the clear leader in the European broadband market and is an obvious partner in extending our global reach. We have worked together for more than a decade - creating the satellite broadband market and sharing a vision for the future of satellite broadband. We complement each other extremely well. We offer a powerful team to close the digital divide in Europe today and well into the future. The joint venture combines an unprecedented collection of expertise in satellite operations and technology, broadband networks, and wholesale and retail distribution throughout Europe that forms the foundation for next-generation internet services. We’re excited to be working with Eutelsat to bring a proven model to the European and Mediterranean markets.”
Since KA-SAT entered service in 2011, Eutelsat has capitalised on its high capacity satellite platform in Europe and the Mediterranean Basin to reach 190,000 customers. ViaSat has proven success in the consumer residential market.
The joint venture will consist of two businesses coordinating efforts to expand the European broadband market:
Wholesale Services will be focused on providing wholesale broadband services in the European and Mediterranean regions, to the newly established retail services business and existing Eutelsat distributors. Eutelsat will contribute its current European broadband business,
including the KA-SAT satellite. ViaSat will continue to provide selected broadband technologies for KA-SAT gateways and terminals and will acquire a 49 percent interest in the business for a consideration of €132.5 million. For future capacity, the partnership will continue to evaluate over the next few months the ViaSat-3 technology and the extent and the terms under which it would utilize the European capacity on the new ultra-high throughput ViaSat-3 platform, which ViaSat expects to bring into service in 2020. The partnership will also continue to study other options to add growth capacity in the nearer and long term.
Retail Services will be focused on building a direct-to-consumer ISP business in Europe. Enhanced service plans will be introduced in select European countries throughout 2016, setting a foundation for growth in the retail services business with the availability of future satellite capacity. The business will be owned 51 percent by ViaSat and 49 percent by Eutelsat.
Completion of the transaction is subject to regulatory approvals and other customary closing conditions, and is currently expected to close during the second quarter of 2016.
About Eutelsat Communications
Established in 1977, Eutelsat Communications (Euronext Paris: ETL, ISIN code: FR0010221234) is one of the world’s leading and most experienced operators of communications satellites. The company provides capacity on 40 satellites to clients that include broadcasters and broadcasting associations, pay-TV operators, video, data and Internet service providers, enterprises and government agencies. Eutelsat’s satellites provide ubiquitous coverage of Europe, the Middle East, Africa, Asia-Pacific and the Americas, enabling video, data, broadband and government communications to be established irrespective of a user’s location.
Headquartered in Paris, with offices and teleports around the globe, Eutelsat represents a workforce of 1,000 men and women from 37 countries who are experts in their fields and work with clients to deliver the highest quality of service.
Visit Eutelsat at www.eutelsat.com.
About ViaSat
ViaSat, Inc. (NASDAQ: VSAT) keeps the world connected. As a global broadband services and technology company, ViaSat ensures consumers, businesses, governments and military personnel have communications access - anywhere - whether on the ground or in-flight. The Company’s innovations in designing highest-capacity satellites and secure ground infrastructure and terminal technologies coupled with its international network of managed Wi-Fi hotspots enable ViaSat to deliver a best available network that extends the reach and accessibility of broadband internet service, globally. For more information visit ViaSat at: www.viasat.com, or follow the Company on social media: Facebook, Twitter, LinkedIn and 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 among others, statements about the future performance of the joint venture and its business prospects, growth of the broadband internet services market, and the anticipated timing of the transaction and other benefits associated therewith. Readers are cautioned that actual results could differ materially from those expressed in any forward-looking statements as these statements are not of historical facts and represent only the Company’s current expectations regarding such matters. These statements inherently involve a wide range of known and unknown risks and uncertainties. Factors that could cause actual results to differ include: the satisfaction of closing conditions for the joint venture, including receipt of regulatory approvals; the parties’ ability to successfully integrate and operate the new joint venture, and achieve expected synergies and other benefits; the ability to attract and retain key employees for the new joint venture; the impact of competition; the ability to develop products and technologies; the impact of changes in the financial markets and global economic conditions; risks associated with the construction, launch and operation of satellites used to supply these new services, including the effect of any anomaly, operational failure or degradation in satellite performance; reduced demand for products as a result of continued constraints on capital spending by customers; changes in relationships with, or the financial condition of, key customers or suppliers; reliance on a limited number of third parties to manufacture and supply products; ViaSat’s level of indebtedness and ability to comply with applicable debt covenants; and other factors as may be detailed from time to time in the Company’s public announcements and SEC filings. 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 and Quarterly Reports on Form 10-Q. 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.
Copyright © 2016 ViaSat, Inc. All rights reserved. All other product or company names mentioned are used for identification purposes only and may be trademarks of their respective owners. ViaSat is a registered trademark of ViaSat, Inc.
Eutelsat Communications Contacts:
| Investor Relations |
Press | |
| Joanna Darlington |
Vanessa O’Connor | |
| +33 1 53 98 35 30 |
+ 33 1 53 98 37 91 | |
| jdarlington@eutelsat.com |
voconnor@eutelsat.com | |
| Cédric Pugni |
Marie-Sophie Ecuer | |
| +33 1 53 98 35 30 |
+ 33 1 53 98 37 91 | |
| cpugni@eutelsat.com |
mecuer@eutelsat.com | |
ViaSat, Inc. Contacts:
| Investor Relations |
Press/Industry Analysts | |
| Heather Ferrante |
Chris Fallon | |
| +1 760-476-2242 |
+1 760-476-2322 | |
| Heather.Ferrante@viasat.com |
Chris.Fallon@viasat.com |