As filed with the U.S. Securities and Exchange Commission on February 1, 2021

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VIASAT, INC.

(Exact Name of Registrant as Specified in Its Charter)

6155 El Camino Real

Carlsbad, California 92009

(760) 476-2200

(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Robert J. Blair, Esq.

Vice President, General Counsel and Secretary

Viasat, Inc.

6155 El Camino Real

Carlsbad, California 92009

(760) 476-2200

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. A registration statement relating to the securities described in this proxy statement/prospectus has been filed with the U.S. Securities and Exchange Commission. These securities may not be issued or sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or the solicitation of offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION, DATED FEBRUARY 1, 2021

MERGER PROPOSAL—YOUR VOTE IS VERY IMPORTANT

Dear RigNet Stockholder:

On December 20, 2020, RigNet, Inc. (“RigNet”), entered into an Agreement and Plan of Merger (the “merger agreement”), by and among RigNet, Viasat, Inc. (“Viasat”), and Royal Acquisition Sub, Inc., a wholly owned subsidiary of Viasat (“Merger Sub”) that provides for the acquisition of RigNet by Viasat. Upon the terms and subject to the conditions set forth in the merger agreement, Merger Sub will merge with and into RigNet, with RigNet continuing as the surviving corporation and a wholly owned subsidiary of Viasat. The combined company will be named Viasat, Inc.

Upon the successful completion of the merger, each issued and outstanding share of RigNet common stock outstanding immediately prior to the effective time of the merger (other than treasury shares and shares held by Viasat or Merger Sub) will be converted into the right to receive 0.1845 shares of Viasat common stock, which number is referred to as the “exchange ratio,” with cash (without interest and subject to any required tax withholding) being paid in lieu of any fractional shares of Viasat common stock that RigNet stockholders would otherwise be entitled to receive in the merger.

The exchange ratio is fixed and will not be adjusted for changes in the market price of either Viasat common stock or RigNet common stock between the date of signing of the merger agreement and the completion date of the merger. Based on the anticipated treatment of equity-based awards and the number of shares of Viasat and RigNet common stock outstanding on January 21, 2021, the latest practicable date prior to the date of this proxy statement/prospectus, upon completion of the merger, former RigNet stockholders are expected to own approximately 6% of the outstanding shares of Viasat common stock and Viasat stockholders immediately prior to the merger are expected to own approximately 94% of the outstanding shares of Viasat common stock. Viasat common stock is traded on the Nasdaq Global Select Market, which is referred to as “Nasdaq” under the symbol “VSAT.” RigNet common stock is traded on Nasdaq under the symbol “RNET.” We encourage you to obtain current quotes for both the Viasat and RigNet common stock before voting at the special meeting of RigNet stockholders described below.

Because the exchange ratio is fixed, the market value of the merger consideration to RigNet stockholders will fluctuate with the market price of Viasat common stock and will not be known at the time that RigNet stockholders vote on the merger. Based on the Viasat common stock price of $34.38 per share, which is the average of the daily volume weighted average prices per share for the twenty consecutive trading day period up to and including December 18, 2020, the last full trading day prior to public announcement of the merger, the implied value of the merger consideration to RigNet stockholders was $6.34 per share of RigNet common stock. On January 21, 2021, the latest practicable trading day before the date of the filing of this proxy statement/prospectus, the closing price of Viasat common stock on Nasdaq was $39.09 per share, resulting in an implied value of the merger consideration to RigNet stockholders of $7.21 per share of RigNet common stock.

RigNet will hold a special meeting of its stockholders to vote on the proposals necessary to complete the merger, which is referred to as the “RigNet special meeting.” At the RigNet special meeting, RigNet stockholders will be asked to consider and vote on (a) a proposal to adopt the merger agreement, which proposal is referred to as the “merger proposal,” (b) a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to RigNet named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement and (c) a proposal to adjourn the RigNet special meeting to solicit additional proxies, if necessary or appropriate, if there are insufficient votes to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to RigNet stockholders. The RigNet board of directors unanimously recommends that RigNet stockholders vote “FOR” each of the proposals to be considered at the RigNet special meeting.

Contemporaneously with the execution of the merger agreement, Viasat and Digital Oilfield Investments LP (“Digital Oilfield Investments”), an affiliate of Kohlberg Kravis Roberts & Co. L.P. (“KKR”), entered into a support agreement (the “support agreement”). Pursuant to the support agreement, Digital Oilfield Investments agreed to, among other things, vote all of the shares of RigNet common stock that it owns as of the record date of the RigNet special meeting in favor of the adoption of the merger agreement. A copy of the support agreement is attached as Annex C to this proxy statement/prospectus.

We cannot complete the merger unless the merger proposal is approved by RigNet stockholders. Your vote on these matters is very important, regardless of the number of shares you own. Whether or not you plan to virtually attend the RigNet special meeting, please vote by proxy over the internet or telephone using the instructions included with the proxy card accompanying this proxy statement/prospectus, or otherwise follow the voting instruction provided in this proxy statement/prospectus.

This proxy statement/prospectus provides you with important information about the RigNet special meeting, the merger and each of the proposals. We encourage you to read the entire document carefully, in particular the information under “Risk Factors” beginning on page 22 for a discussion of risks relevant to the merger.

We look forward to the successful completion of the merger.

Sincerely,

* * * * *

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger, the adoption of the merger agreement, the Viasat common stock to be issued in the merger or any of the other transactions described in this proxy statement/prospectus or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated as of, and is first being mailed to RigNet stockholders on or about,                 , 2021.

RigNet, Inc.

15115 Park Row Boulevard, Suite 300

Houston, Texas 77084

(281) 674-0100

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON                 , 2021

To the Stockholders of RigNet, Inc.:

Notice is hereby given that RigNet, Inc., which is referred to as “RigNet,” will hold a special meeting of its stockholders, which is referred to as the “RigNet special meeting,” virtually via live webcast on                , 2021, beginning at                , Central Time.

In light of ongoing developments related to the COVID-19 pandemic, the RigNet special meeting will be held solely in a virtual meeting format via live webcast. In order to attend the RigNet special meeting virtually via the internet, RigNet stockholders must register in advance at www.proxydocs.com/RNET, which is referred to as the “RigNet special meeting website,” prior to the deadline of          p.m. Central Time on                 , 2021. You will be required to enter the control number found on your proxy card accompanying this proxy statement/prospectus. Upon completion of registration, you will receive further instructions via email, including unique links that will allow you to access the RigNet special meeting and permit you to submit questions during or prior to the RigNet special meeting.

The RigNet special meeting will be held for the purpose of RigNet stockholders considering and voting on the following proposals:

RigNet will transact no other business at the RigNet special meeting except such business as may properly be brought before the RigNet special meeting or any adjournment or postponement thereof. The accompanying proxy statement/prospectus, including the merger agreement attached as Annex A thereto, contains further information relating to these matters.

Only holders of record of RigNet common stock at the close of business on                , 2021, the record date for determining stockholders entitled to notice of, and to vote at, the RigNet special meeting, which is referred to as the “record date,” are entitled to notice of and to vote at the RigNet special meeting and any adjournments or postponements thereof.

The RigNet board of directors has unanimously determined that the merger of Merger Sub with and into RigNet, which is referred to as the “merger,” is fair to and in the best interests of RigNet and its stockholders, and approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger. Accordingly, the RigNet board of directors unanimously recommends that RigNet stockholders vote:

Your vote is very important, regardless of the number of shares of RigNet common stock you own. The parties cannot complete the transactions contemplated by the merger agreement, including the merger, without approval of the merger proposal. Assuming a quorum is present at the RigNet special meeting, approval of the merger proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of RigNet common stock entitled to vote at the RigNet special meeting on the merger proposal.

Your vote is important. Whether or not you plan to virtually attend the RigNet special meeting, please vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or otherwise follow the voting instruction provided in this proxy statement/prospectus. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of RigNet stockholders entitled to vote at the RigNet special meeting will be available at RigNet’s executive offices in Houston, Texas during ordinary business hours for examination by any RigNet stockholder for any purpose germane to the RigNet special meeting beginning ten days prior to the RigNet special meeting and ending on the date of the RigNet special meeting. If you would like to examine the list of RigNet stockholders of record, please contact RigNet’s Corporate Secretary at LegalDesk@Rig.Net to schedule an appointment or request access. If RigNet’s headquarters are closed for health and safety reasons related to the COVID-19 pandemic during such period, the list of stockholders will be made available for examination electronically upon request to RigNet’s Corporate Secretary, subject to satisfactory verification of stockholder status. The list of RigNet stockholders entitled to vote at the RigNet special meeting will also be available for examination by any RigNet stockholder during the RigNet special meeting via the RigNet special meeting website.

If you have any questions about the merger, please contact RigNet at (281) 674-0100 or write to LegalDesk@Rig.Net. Paper communications may be sent to RigNet, Inc., Attn: Corporate Secretary, 15115 Park Row Boulevard, Suite 300, Houston, Texas 77084.

If you have any questions about how to vote or direct a vote in respect of your shares of RigNet common stock, please contact RigNet’s proxy solicitor, Alliance Advisors, LLC, by phone at (855) 200-7479 or by email at RigNet@alllianceadvisors.com.

By Order of the Board of Directors,

James H. Browning

Chairman of the Board

RigNet, Inc.

Houston, Texas

Dated:                , 2021

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Viasat and RigNet from other documents that Viasat and RigNet have filed with the SEC and that are not contained in and are instead incorporated by reference in this proxy statement/prospectus. For a list of documents incorporated by reference in this proxy statement/prospectus, see “Where You Can Find More Information.” This information is available for you, without charge, to review through the SEC’s website at www.sec.gov.

You may request a copy of this proxy statement/prospectus, any of the documents incorporated by reference in this proxy statement/prospectus or other information filed with the SEC by Viasat or RigNet, without charge, by written or telephonic request directed to the appropriate company at the following contacts:

In order for you to receive timely delivery of the documents in advance of the RigNet special meeting to be held on                 , 2021, you must request the information no later than                 , 2021.

If you have any questions about the RigNet special meeting, or need to obtain proxy cards or other information, please contact RigNet’s proxy solicitor at the following contact:

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, New Jersey 07003

RigNet@allianceadvisors.com

(855) 200-7479

The contents of the websites of the SEC, Viasat, RigNet or any other entity are not incorporated in this proxy statement/prospectus. The information about how you can obtain certain documents that are incorporated by reference in this proxy statement/prospectus at these websites is being provided only for your convenience.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Viasat (Registration No. 333-    ), constitutes a prospectus of Viasat under Section 5 of the Securities Act with respect to the shares of Viasat common stock to be issued to RigNet stockholders pursuant to the Agreement and Plan of Merger, dated as of December 20, 2020, as it may be amended from time to time, by and among Viasat, Merger Sub and RigNet, which is referred to as the “merger agreement.” This document also constitutes a proxy statement of RigNet under Section 14(a) of the Exchange Act. This proxy statement/prospectus also constitutes a notice of meeting with respect to the RigNet special meeting.

Viasat has supplied all information contained or incorporated by reference in this proxy statement/prospectus relating to Viasat and Merger Sub, and RigNet has supplied all such information relating to RigNet. Viasat and RigNet have both contributed to such information relating to the merger.

Viasat and RigNet have not authorized anyone to provide you with information that is different from that contained or incorporated by reference in this proxy statement/prospectus. This proxy statement/prospectus is dated                , 2021, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

Further, you should not assume that the information incorporated by reference in this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to RigNet stockholders nor the issuance by Viasat of shares of Viasat common stock pursuant to the merger agreement will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise indicated or the context otherwise requires, when used in this proxy statement/prospectus:

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following are brief answers to certain questions that you, as a RigNet stockholder, may have regarding the merger and the other matters being considered at the RigNet special meeting. You are urged to carefully read this proxy statement/prospectus and the other documents referred to in this proxy statement/prospectus in their entirety because this section may not provide all the information that is important to you regarding these matters. See “Summary” for a summary of important information regarding the merger agreement, the merger and the related transactions. Additional important information is contained in the annexes to, and the documents incorporated by reference in, this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus, without charge, by following the instructions under “Where You Can Find More Information.”

Why am I receiving this proxy statement/prospectus?

This proxy statement/prospectus serves as a proxy statement for the RigNet special meeting.

You are receiving this proxy statement/prospectus because RigNet has agreed to be acquired by Viasat through a merger of Merger Sub with and into RigNet, with RigNet continuing as the surviving corporation in the merger and becoming a wholly owned subsidiary of Viasat. The merger agreement, which governs the terms and conditions of the merger, is attached as Annex A hereto.

Your vote is required in connection with the merger. RigNet is sending these materials to its stockholders to help them decide how to vote their shares with respect to the adoption of the merger agreement and other important matters.

What matters am I being asked to vote on?

In order to complete the merger, among other things, RigNet stockholders must approve the merger proposal.

RigNet is holding the RigNet special meeting to obtain approval of the merger proposal. At the RigNet special meeting, RigNet stockholders will also be asked to consider and vote on the compensation proposal related to payments that will or may be paid to RigNet’s named executive officers in connection with the merger and, if there are not sufficient votes at the time of the RigNet special meeting to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to RigNet stockholders, the adjournment proposal.

Your vote is very important, regardless of the number of shares that you own. The approval of the merger proposal is a condition to the obligations of Viasat and RigNet to complete the merger. The approval of the compensation proposal and the adjournment proposal are not conditions to the obligations of Viasat or RigNet to complete the merger.

When and where will the RigNet special meeting take place?

In light of ongoing developments related to the COVID-19 pandemic, the RigNet special meeting will be held solely in a virtual meeting format via live webcast. In order to attend the RigNet special meeting virtually via the Internet, RigNet stockholders must register in advance at www.proxydocs.com/RNET, which is referred to as the “RigNet special meeting website,” prior to the deadline of              p.m. Central Time on                 , 2021. You will be required to enter the control number found on your proxy card accompanying this proxy statement/prospectus. Upon completion of registration, you will receive further instructions via email, including unique links that will allow you to access the RigNet special meeting and permit you to submit questions during or prior to the RigNet special meeting. All questions received from stockholders during or prior to the RigNet special meeting will be posted on RigNet’s website at www.proxydocs.com/RNET as soon as practicable following the RigNet special meeting. See “The RigNet Special Meeting—Virtually Attending the RigNet Special Meeting.”

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Even if you plan to virtually attend the RigNet special meeting, RigNet recommends that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to virtually attend the RigNet special meeting.

If you hold your shares in “street name,” you may virtually attend and vote at the RigNet special meeting only if you obtain a legal proxy from your bank, broker or other nominee giving you the right to vote such shares, and register in advance of the RigNet special meeting at www.proxydocs.com/RNET prior to the deadline.

How important is my vote?

Your vote “FOR” each proposal presented at the RigNet special meeting is very important, regardless of the number of shares that you own, and you are encouraged to submit a proxy as soon as possible. The merger cannot be completed unless the merger proposal is approved by RigNet stockholders.

What will RigNet stockholders receive for their shares of RigNet common stock if the merger is completed?

If the merger is completed, each share of RigNet common stock outstanding as of immediately prior to the effective time will be converted into the right to receive 0.1845 shares of Viasat common stock, which number is referred to as the “exchange ratio.” Each RigNet stockholder will receive cash (without interest and subject to any required tax withholding) in lieu of any fractional shares of Viasat common stock that such RigNet stockholder would otherwise receive in the merger. Any cash amounts to be received by a RigNet stockholder in lieu of fractional shares of Viasat common stock will be rounded to the nearest whole cent.

Because Viasat will issue a fixed number of shares of Viasat common stock in exchange for each share of RigNet common stock, the value of the merger consideration that RigNet stockholders will receive in the merger will depend on the market price of shares of Viasat common stock at the time the merger is completed. The market price of shares of Viasat common stock that RigNet stockholders receive at the time the merger is completed could be greater than, less than or the same as the market price of shares of Viasat common stock on the date of this proxy statement/prospectus or at the time of the RigNet special meeting. Accordingly, you should obtain current market quotations for Viasat common stock and RigNet common stock before deciding how to vote on the merger proposal. Viasat and RigNet common stock are traded on Nasdaq, under the symbols “VSAT” and “RNET,” respectively. Shares of common stock of the combined company will trade on Nasdaq under the symbol “VSAT” after completion of the merger.

For more information regarding the merger consideration to be received by RigNet stockholders if the merger is completed, see “The Merger Agreement—Merger Consideration.”

How does the RigNet board of directors recommend that I vote at the RigNet special meeting?

The RigNet board of directors unanimously recommends that you vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal. For more information regarding the recommendation of the RigNet board of directors, please see “The Merger—Recommendation of the RigNet Board of Directors; RigNet’s Reasons for the Merger.”

In considering the recommendations of the RigNet board of directors, RigNet stockholders should be aware that RigNet directors and executive officers have interests in the merger that are different from, or in addition to, their interests as RigNet stockholders generally. These interests include, among others, the payment of severance benefits and acceleration of outstanding RigNet equity awards upon certain terminations of employment or service, the payment of certain incentive bonuses related to the merger and the combined company’s agreement to indemnify RigNet directors and executive officers against certain claims and liabilities. For a more complete description of these interests, see “Interests of RigNet Directors and Executive Officers in the Merger.”

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Who is entitled to vote at the RigNet special meeting?

All holders of record of shares of RigNet common stock who held shares at the close of business on                 , 2021 (the record date) are entitled to receive notice of, and to vote at, the RigNet special meeting. Each such holder of RigNet common stock is entitled to cast one vote on each matter properly brought before the RigNet special meeting for each share of RigNet common stock that such holder owned of record as of the record date. Virtual attendance at the RigNet special meeting via the RigNet special meeting website is not required to vote. See below and “The RigNet Special Meeting—Methods of Voting” for instructions on how to vote without virtually attending the RigNet special meeting.

What is a proxy?

A proxy is a stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. The document used to designate a proxy to vote your shares of RigNet common stock is referred to as a “proxy card.”

How many votes do I have at the RigNet special meeting?

Each RigNet stockholder is entitled to one vote for each share of RigNet common stock held of record as of the close of business on the record date for each proposal. As of the close of business on the record date, there were              shares of RigNet common stock outstanding.

What constitutes a quorum for the RigNet special meeting?

A quorum is the minimum number of shares required to be represented, either through virtual attendance or through representation by proxy, to hold a valid meeting.

The holders of a majority of the issued and outstanding shares of RigNet common stock entitled to vote at the RigNet special meeting must be virtually present via the RigNet special meeting website or represented by proxy in order to constitute a quorum.

Where will the Viasat common stock that I receive in the merger be publicly traded?

The shares of Viasat common stock to be issued to RigNet stockholders in the merger will be listed for trading on Nasdaq under the symbol “VSAT.”

What happens if the merger is not completed?

If the merger proposal is not approved by RigNet stockholders or if the merger is not completed for any other reason, RigNet stockholders will not receive the merger consideration or any other consideration in connection with the merger, and their shares of RigNet common stock will remain outstanding.

If the merger is not completed, RigNet will remain an independent public company, and the RigNet common stock will continue to be listed and traded on Nasdaq under the symbol “RNET.”

If the merger agreement is terminated under specified circumstances, including if the RigNet board of directors changes its recommendation, RigNet may be required to pay Viasat a termination fee of $5.5 million (the “termination fee”). See “The Merger Agreement—Termination Fee.”

How can I virtually vote my shares at the RigNet special meeting?

Shares held directly in your name as a RigNet stockholder of record may be virtually voted at the RigNet special meeting via the RigNet special meeting website. In order to virtually attend and vote at the RigNet special meeting, you must first register at the RigNet special meeting website in order to obtain a unique meeting invitation by electronic mail.

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Shares held in “street name” may be virtually voted at the RigNet special meeting via the RigNet special meeting website only if you obtain a legal proxy and follow the instructions provided by your, broker or other nominee. See “The RigNet Special Meeting—Virtually Attending the RigNet Special Meeting.”

Even if you plan to virtually attend the RigNet special meeting via the RigNet special meeting website, RigNet recommends that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to virtually attend the RigNet special meeting.

For additional information on virtually attending the RigNet special meeting, see “The RigNet Special Meeting.”

How can I vote my shares without virtually attending the RigNet special meeting?

Whether you hold your shares directly as a stockholder of record of RigNet or beneficially in “street name,” you may direct your vote by proxy without virtually attending the RigNet special meeting. If you are a stockholder of record, you can vote by proxy over the internet, by telephone or by mail by following the instructions provided in the enclosed proxy card. If you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker or other nominee.

For additional information on voting procedures, see “The RigNet Special Meeting.”

What is a “broker non-vote”?

Under Nasdaq rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. A “broker non-vote” occurs on an item when (a) a bank, broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares, and (b) the beneficial owner fails to provide the bank, broker or other nominee with such instructions. Because all of the proposals currently expected to be voted on at the RigNet special meeting are non-routine matters under Nasdaq rules for which brokers do not have discretionary authority to vote, RigNet does not expect there to be any broker non-votes at the RigNet special meeting.

What stockholder vote is required for the approval of each proposal at the RigNet special meeting? What will happen if I fail to vote or abstain from voting on each proposal at the RigNet special meeting?

Proposal 1: Merger Proposal

Assuming a quorum is present at the RigNet special meeting, approval of the merger proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of RigNet common stock entitled to vote at the RigNet special meeting on the merger proposal. Accordingly, an abstention on the merger proposal will have the same effect as a vote “AGAINST” the merger proposal.

Proposal 2: Compensation Proposal

Assuming a quorum is present at the RigNet special meeting, approval of the compensation proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of RigNet common stock that are virtually present via the RigNet special meeting website or represented by proxy and entitled to vote at the RigNet special meeting. Accordingly, assuming a quorum is present at the RigNet special meeting, any shares not virtually present or represented by proxy (including due to the failure of a RigNet stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the compensation proposal. An abstention on the compensation proposal will have the same effect as a vote “AGAINST” the compensation proposal.

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Proposal 3: Adjournment Proposal

Whether or not a quorum is present at the RigNet special meeting, approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of RigNet common stock that are virtually present via the RigNet special meeting website or represented by proxy and entitled to vote at the RigNet special meeting. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of a RigNet stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the adjournment proposal. An abstention on the adjournment proposal will have the same effect as a vote “AGAINST” the adjournment proposal.

Are there any stockholders who have already committed to voting in favor of any of the proposals?

Yes. Contemporaneously with the execution of the merger agreement, Viasat and Digital Oilfield Investments entered into the support agreement. Pursuant to the support agreement, Digital Oilfield Investments agreed to, among other things, vote all of the shares of RigNet common stock that it owns as of the record date of the RigNet special meeting in favor of the adoption of the merger agreement. A copy of the support agreement is attached as Annex C to this proxy statement/prospectus. For more information, please see “Support Agreement.”

Why am I being asked to consider and vote on a proposal to approve, by non-binding advisory vote, the merger-related compensation for RigNet named executive officers (the compensation proposal)?

Under SEC rules, RigNet is required to seek a non-binding advisory vote of its stockholders relating to the compensation that may be paid or become payable to RigNet named executive officers that is based on or otherwise relates to the merger (also known as “golden parachute” compensation).

What happens if RigNet stockholders do not approve, by non-binding advisory vote, the merger-related compensation for RigNet named executive officers (the compensation proposal)?

Because the vote on the proposal to approve the compensation proposal is advisory in nature, the outcome of the vote will not be binding upon Viasat or RigNet. Accordingly, the merger-related compensation, which is described under “Interests of RigNet Directors and Executive Officers in the Merger,” may be paid to RigNet named executive officers even if RigNet stockholders do not approve the compensation proposal.

What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name”?

If your shares of RigNet common stock are registered directly in your name with RigNet’s transfer agent, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote directly at the RigNet special meeting. You may also grant a proxy directly to RigNet or to a third party to vote your shares at the RigNet special meeting. In order to virtually attend and vote at the RigNet special meeting via the RigNet special meeting website, you will need to register in advance at www.proxydocs.com/RNET, and follow the other procedures as provided to you via electronic mail.

If your shares of RigNet common stock are held by a bank, broker or other nominee, you are considered the beneficial owner of shares held in “street name.” Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares. You should follow the instructions provided by them to vote your shares. In order to virtually attend and vote at the RigNet special meeting via the RigNet special meeting website, you will need to register in advance at www.proxydocs.com/RNET, obtain a legal proxy from your bank, broker or other nominee, and follow the other procedures as provided to you via electronic mail.

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If my shares of RigNet common stock are held in “street name” by my bank, broker or other nominee, will my bank, broker or other nominee automatically vote those shares for me?

No. Your bank, broker or other nominee will only be permitted to vote your shares of RigNet common stock if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Under Nasdaq rules, banks, brokers and other nominees who hold shares of RigNet common stock in “street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which include all the proposals currently scheduled to be considered and voted on at the RigNet special meeting. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.

The effect of not instructing your bank, broker or other nominee how you wish to vote your shares of RigNet common stock will be the same as a vote “AGAINST” the merger proposal, but will have no effect on the compensation proposal (assuming a quorum is present at the RigNet special meeting) or the adjournment proposal.

What should I do if I receive more than one set of voting materials for the RigNet special meeting?

If you hold shares of RigNet common stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of RigNet common stock in more than one brokerage account, you may receive more than one set of voting materials relating to the RigNet special meeting.

Record Holders. For shares held directly, please vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or otherwise follow the voting instruction provided in this proxy statement/prospectus, in order to ensure that all of your shares of RigNet common stock are voted.

Shares in “street name.” For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by your bank, broker or other nominee to submit a proxy or vote your shares.

If a stockholder gives a proxy, how are the shares of RigNet common stock voted?

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of RigNet common stock in the way that you indicate. For each item before the RigNet special meeting, you may specify whether your shares of RigNet common stock, should be voted for or against, or abstain from voting.

How will my shares of RigNet common stock be voted if I return a blank proxy?

If you sign, date and return your proxy and do not indicate how you want your shares of RigNet common stock to be voted, then your shares of RigNet common stock will be voted in accordance with the recommendation of the RigNet board of directors: “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal.

Can I change my vote after I have submitted my proxy?

Any RigNet stockholder giving a proxy has the right to revoke the proxy and change their vote before the proxy is voted at the RigNet special meeting by doing any of the following:

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Your attendance at the RigNet special meeting will not revoke your proxy unless you give written notice of revocation to RigNet’s Corporate Secretary before your proxy is exercised or unless you virtually attend and vote your shares at the RigNet special meeting.

Execution or revocation of a proxy will not in any way affect your right to virtually attend and vote at the RigNet special meeting via the RigNet special meeting website. Written notices of revocation and other communications relating to the revocation of proxies should be addressed:

RigNet, Inc.

Attn: Corporate Secretary

15115 Park Row Boulevard, Suite 300

Houston, Texas 77084

See “The RigNet Special Meeting—Revocability of Proxies.”

If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

Do RigNet stockholders have dissenters’ or appraisal rights?

RigNet stockholders are not entitled to appraisal or dissenters’ rights under the DGCL. If RigNet stockholders are not in favor of the merger, they may vote against or choose to abstain from voting on the merger proposal. See “No Appraisal Rights.” Information about how RigNet stockholders may vote on the proposals being considered in connection with the merger can be found under “The RigNet Special Meeting.”

Are there any risks that I should consider in deciding whether to vote for the approval of the merger proposal?

Yes. You should read and carefully consider the risk factors set forth under “Risk Factors.” You also should read and carefully consider the risk factors relating to Viasat and RigNet that are contained in the documents that are incorporated by reference in this proxy statement/prospectus.

What happens if I sell my shares of RigNet common stock after the record date but before the RigNet special meeting?

The record date is earlier than the date of the RigNet special meeting. If you sell or otherwise transfer your shares of RigNet common stock after the record date but before the RigNet special meeting, you will, unless special arrangements are made, retain your right to vote at the RigNet special meeting.

Who will solicit and pay the cost of soliciting proxies?

RigNet has engaged Alliance Advisors, LLC, which is referred to as “Alliance,” to assist in the solicitation of proxies for the RigNet special meeting. RigNet estimates that it will pay Alliance a fee of approximately $25,000, plus reimbursement for certain out-of-pocket fees and expenses. RigNet has agreed to indemnify Alliance against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

RigNet also may be required to reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of RigNet common stock. RigNet directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

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When is the merger expected to be completed?

Subject to the satisfaction or waiver of the closing conditions described under “The Merger Agreement—Conditions to the Completion of the Merger,” including approval of the merger proposal, the merger is currently expected to be completed by mid-calendar year 2021. However, neither Viasat nor RigNet can predict the actual date on which the merger will be completed, or if the merger will be completed at all, because completion of the merger is subject to conditions and factors beyond the control of both companies, including the receipt of certain required regulatory approvals. Viasat and RigNet hope to complete the merger as soon as reasonably practicable. Also see “The Merger—Regulatory Approvals.”

What respective equity stakes will current Viasat and RigNet stockholders hold in Viasat immediately following the merger?

Based on the anticipated treatment of equity-based awards and the number of shares of Viasat and RigNet common stock outstanding on January 21, 2021, the latest practicable date prior to the date of this proxy statement/prospectus, upon completion of the merger, former RigNet stockholders are expected to own approximately 6% of the outstanding shares of Viasat common stock and Viasat stockholders immediately prior to the merger are expected to own approximately 94% of the outstanding shares of Viasat common stock. The relative ownership interests of Viasat stockholders and former RigNet stockholders in the combined company immediately following the merger will depend on the number of shares of Viasat and RigNet common stock issued and outstanding immediately prior to the merger.

How will I receive the merger consideration to which I am entitled?

If you hold your shares of RigNet common stock in book-entry form, whether through The Depository Trust Company, which is referred to as “DTC,” or otherwise, you will not be required to take any specific actions to exchange your shares of RigNet common stock for shares of Viasat common stock. Such shares will, following the effective time, be automatically exchanged for shares of Viasat common stock (in book-entry form) and cash in lieu of any fractional shares of Viasat common stock to which you are entitled. If you instead hold your shares of RigNet common stock in certificated form, then, after receiving the proper documentation from you following the effective time, the exchange agent will deliver to you the shares of Viasat common stock (in book-entry form) and cash in lieu of any fractional shares of Viasat common stock to which you are entitled. See “The Merger Agreement—Exchange of Shares.”

What should I do now?

You should read this proxy statement/prospectus carefully and in its entirety, including the annexes. Then, you may vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, so that your shares will be voted in accordance with your instructions.

How can I find more information about Viasat and RigNet?

You can find more information about Viasat and RigNet from various sources described under “Where You Can Find More Information.”

Whom do I call if I have questions about the RigNet special meeting or the merger?

If you have questions about the RigNet special meeting or the merger, or desire additional copies of this proxy statement/prospectus or additional proxies, you may contact RigNet’s proxy solicitor:

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, New Jersey 07003

RigNet@allianceadvisors.com

(855) 200-7479

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MARKET PRICE AND DIVIDEND INFORMATION

Market Price

Shares of Viasat common stock are listed for trading on Nasdaq under the symbol “VSAT.” Shares of RigNet common stock are listed for trading on Nasdaq under the symbol “RNET.” The following tables set forth the high and low sales price of Viasat common stock and RigNet common stock as reported by Nasdaq.

On December 18, 2020, the last trading day before the public announcement of the signing of the merger agreement, the closing sale price per share of Viasat common stock on Nasdaq was $31.41 and the closing sale price per share of RigNet common stock on Nasdaq was $5.72. As of January 21, 2021, the latest practicable date prior to the date of this proxy statement/prospectus, the closing price per share of Viasat common stock on Nasdaq was $39.09 and the closing price per share of RigNet common stock on Nasdaq was $7.14.

Because the exchange ratio will not be adjusted for changes in the market price of either Viasat common stock or RigNet common stock, the market value of the shares of Viasat common stock that holders of RigNet common stock will have the right to receive on the effective date of the merger may vary significantly from the market value of the shares of Viasat common stock that holders of RigNet common stock would receive if the merger were completed on the date of this proxy statement/prospectus. As a result, you should obtain recent market prices of Viasat common stock and RigNet common stock prior to voting your shares. See “Risk Factors—Risks Related to the Merger” beginning on page 22.

Dividends

To date, neither Viasat nor RigNet has declared or paid any dividends on the Viasat common stock or RigNet common stock, respectively. Viasat currently intends to retain all future earnings, if any, for use in the operation and development of the combined business and, therefore, does not expect to declare or pay any cash dividends on the Viasat common stock in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of the Viasat common stock and will be dependent upon Viasat’s financial condition, results of operations, capital requirements, general business conditions and such other factors as the Viasat board of directors may deem relevant.

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RISK FACTORS

In considering how to vote on the proposals to be considered and voted on at the RigNet special meeting, you are urged to carefully consider all of the information contained or incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.” You should also read and consider the risks associated with each of the businesses of Viasat and RigNet because those risks will affect the combined company. The risks associated with the business of Viasat can be found in Viasat’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020 and the risks associated with the business of RigNet can be found in RigNet’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (excluding any information and exhibits furnished under Item 2.02 or 7.01 thereof), each of which is incorporated by reference in this proxy statement/prospectus. In addition, you are urged to carefully consider the following material risks relating to the merger and the businesses of Viasat, RigNet and the combined company.

Risks Relating to the Merger

Because the exchange ratio is fixed and will not be adjusted in the event of any change in the price of either Viasat or RigNet common stock, the value of the consideration that RigNet stockholders will receive in the merger is uncertain.

Upon completion of the merger, each share of RigNet common stock outstanding immediately prior to the merger, other than shares held in treasury by RigNet or held directly by Viasat or Merger Sub, will be converted into the right to receive 0.1845 shares of Viasat common stock (with cash, without interest and less any applicable withholding taxes, in lieu of any fractional shares of Viasat common stock). This exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of either Viasat or RigNet common stock prior to the completion of the merger. The market prices of Viasat and RigNet common stock have fluctuated prior to and after the date of the announcement of the merger agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the RigNet special meeting, and through the date the merger is consummated.

Because the value of the merger consideration will depend on the market price of Viasat common stock at the time the merger is completed, RigNet stockholders will not know or be able to determine at the time of the RigNet special meeting the market value of the merger consideration they would receive upon completion of the merger.

Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in Viasat’s or RigNet’s respective businesses, operations and prospects, the uncertainty as to the extent of the duration, scope and impact of the COVID-19 pandemic, market assessments of the likelihood that the merger will be completed, interest rates, general market, industry and economic conditions and other factors generally affecting the respective prices of Viasat and RigNet common stock, federal, state and local legislation, governmental regulation and legal developments in the industry segments in which Viasat and RigNet operate, and the timing of the merger and receipt of required regulatory approvals.

Many of these factors are beyond the control of Viasat and RigNet, and neither Viasat nor RigNet is permitted to terminate the merger agreement solely due to a decline in the market price of the common stock of the other party. RigNet stockholders are urged to obtain current market quotations for Viasat and RigNet common stock in determining whether to vote in favor of the merger proposal.

The market price of Viasat common stock will continue to fluctuate after the merger.

Upon completion of the merger, RigNet stockholders will become holders of Viasat common stock. The market price of the common stock of the combined company will continue to fluctuate, potentially significantly,

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following completion of the merger, including for the reasons described above. As a result, former RigNet stockholders could lose some or all of the value of their investment in Viasat common stock. In addition, any significant price or volume fluctuations in the stock market generally could have a material adverse effect on the market for, or liquidity of, the Viasat common stock received in the merger, regardless of the combined company’s actual operating performance.

The merger may not be completed and the merger agreement may be terminated in accordance with its terms.

The merger is subject to a number of conditions that must be satisfied, including the approval by RigNet stockholders of the merger proposal, or waived (to the extent permitted), prior to the completion of the merger. These conditions are described under “The Merger Agreement—Conditions to the Completion of the Merger.” These conditions to the completion of the merger, some of which are beyond the control of Viasat and RigNet, may not be satisfied or waived in a timely manner or at all, and, accordingly, the merger may be delayed or not completed.

Additionally, either Viasat or RigNet may terminate the merger agreement under certain circumstances, including, among other reasons, if the merger is not completed by the end date. In addition, if the merger agreement is terminated under specified circumstances, including if the RigNet board of directors changes its recommendation, RigNet may be required to pay Viasat a termination fee of $5.5 million. See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fee” for a more complete discussion of the circumstances under which the merger agreement could be terminated and when a termination fee may be payable by RigNet.

The termination of the merger agreement could negatively impact Viasat or RigNet and the trading prices of the Viasat or RigNet common stock.

If the merger is not completed for any reason, including because RigNet stockholders fail to approve the merger proposal, the ongoing businesses of Viasat and RigNet may be adversely affected and, without realizing any of the expected benefits of having completed the merger, Viasat and RigNet would be subject to a number of risks, including the following:

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The market price for shares of Viasat common stock may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market prices of shares of Viasat or RigNet common stock.

Upon consummation of the merger, Viasat stockholders and RigNet stockholders will both hold shares of common stock in the combined company. Viasat’s businesses differ from those of RigNet, and RigNet’s businesses differ from those of Viasat, and, accordingly, the results of operations of the combined company will be affected by some factors that are different from those currently or historically affecting the independent results of operations of Viasat and RigNet. The results of operations of the combined company may also be affected by factors different from those that currently affect or have historically affected either Viasat or RigNet. For a discussion of the businesses of each of Viasat and RigNet and some important factors to consider in connection with those businesses, see “The Parties to the Merger” and the other information contained or incorporated in this proxy statement/prospectus. See “Where You Can Find More Information.”

Based on the anticipated treatment of equity-based awards and the number of shares of RigNet common stock outstanding as of January 21, 2021, the latest practicable date prior to the date of this proxy statement/prospectus, it is expected that Viasat may issue up to approximately 4,490,347 shares of Viasat common stock in the merger. Former RigNet stockholders may decide not to hold the shares of Viasat common stock that they will receive in the merger, and Viasat stockholders may decide to reduce their investment in Viasat as a result of the changes to Viasat’s investment profile as a result of the merger. Other RigNet stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of Viasat common stock that they receive in the merger. Such sales of Viasat common stock could have the effect of depressing the market price for Viasat common stock.

The shares of common stock of the combined company to be received by RigNet stockholders as a result of the merger will have rights different from the shares of RigNet common stock.

Upon completion of the merger, RigNet stockholders will no longer be stockholders of RigNet, but will instead become stockholders of Viasat. As Viasat and RigNet are both Delaware corporations, the rights of Viasat and RigNet stockholders are not materially different. However, there are certain differences in the rights of Viasat stockholders under Viasat’s second amended and restated certificate of incorporation, which is referred to as the “Viasat charter,” and Viasat’s second amended and restated bylaws, which are referred to as the “Viasat bylaws,” and of RigNet stockholders under RigNet’s amended and restated certificate of incorporation, which is referred to as the “RigNet charter,” and RigNet’s second amended and restated bylaws, which are referred to as the “RigNet bylaws.” See “Comparison of Stockholders’ Rights” for a discussion of these rights.

After the merger, RigNet stockholders will have a significantly lower ownership and voting interest in Viasat than they currently have in RigNet and will exercise less influence over management and policies of the combined company.

Based on the anticipated treatment of equity-based awards and the number of shares of Viasat and RigNet common stock outstanding on January 21, 2021, the latest practicable date prior to the date of this proxy statement/prospectus, upon completion of the merger, former RigNet stockholders are expected to own approximately 6% of the outstanding shares of Viasat common stock and Viasat stockholders immediately prior to the merger are expected to own approximately 94% of the outstanding shares of Viasat common stock. Consequently, former RigNet stockholders will have less influence over the management and policies of the combined company than they currently have over the management and policies of RigNet.

Until the completion of the merger or the termination of the merger agreement in accordance with its terms, Viasat and RigNet are each prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to Viasat, RigNet and/or their respective stockholders.

From and after the date of the merger agreement and prior to completion of the merger, the merger agreement restricts Viasat and RigNet from taking specified actions without the consent of the other party and requires that

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the business of each company and its respective subsidiaries be conducted in the ordinary course in all material respects. These restrictions may prevent Viasat or RigNet, as applicable, from taking actions during the pendency of the merger that would have been beneficial. Adverse effects arising from these restrictions during the pendency of the merger could be exacerbated by any delays in consummation of the merger or termination of the merger agreement. See “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion.”

Obtaining required approvals and satisfying closing conditions may prevent or delay completion of the merger.

The merger is subject to a number of conditions to closing as specified in the merger agreement. These closing conditions include, among others, the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part registering the Viasat common stock issuable pursuant to the merger agreement and the absence of any stop order or proceedings by the SEC with respect thereto, the expiration or earlier termination of any applicable waiting period (or any extension thereof), and the receipt of required approvals, under U.S. and certain foreign competition laws, receipt of certain telecommunications regulatory consents, approval for listing on Nasdaq of the shares of Viasat common stock to be issued pursuant to the merger agreement, and the absence of governmental restraints or prohibitions preventing the consummation of the merger. To the extent required, foreign investment filings will also be made, though these are not closing conditions. The obligation of each of Viasat and RigNet to consummate the merger is also conditioned on, among other things, the truth and accuracy of the representations and warranties made by the other party on the date of the merger agreement and on the closing date (subject to certain materiality and material adverse effect qualifiers), and the performance by the other party in all material respects of its obligations under the merger agreement. No assurance can be given that the required stockholder, governmental and regulatory consents and approvals will be obtained or that the required conditions to closing will be satisfied, and, if all required consents and approvals are obtained and the required conditions are satisfied, no assurance can be given as to the terms, conditions and timing of such consents and approvals. Any delay in completing the merger could cause the combined company not to realize, or to be delayed in realizing, some or all of the benefits that Viasat and RigNet expect to achieve if the merger is successfully completed within its expected time frame. For a more complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see “The Merger Agreement—Conditions to the Completion of the Merger.”

Viasat and RigNet must obtain certain regulatory approvals and clearances to consummate the merger, which, if delayed, not granted or granted with burdensome or unacceptable conditions, could prevent, substantially delay or impair consummation of the merger, result in additional expenditures of money and resources or reduce the anticipated benefits of the merger.

The completion of the merger is subject to the expiration or termination of all waiting periods (and any agreed upon extensions of any waiting period or commitment not to consummate the merger for any period of time) applicable to the consummation of the merger under the HSR Act, the absence of any agreement pending or in effect between Viasat and any governmental entity not to close, and the receipt of certain additional regulatory clearances and approvals pursuant to antitrust, competition and communications laws in specified jurisdictions.

With respect to United States antitrust and competition laws, under the HSR Act, the merger may not be completed until Notification and Report Forms have been filed with the U.S. Federal Trade Commission, which is referred to as the “FTC,” and the U.S. Department of Justice, which is referred to as the “DOJ,” and the applicable waiting period (or any extension thereof) has expired or been terminated. A transaction requiring notification under the HSR Act may not be completed until the expiration of the applicable 30-day waiting period following the parties’ filing of their respective HSR notifications or the early termination of that waiting period, at the earliest. If the FTC or the DOJ issues a Request for Additional Information and Documentary Material, which is referred to as a “Second Request,” prior to the expiration of the waiting period, the parties must observe an additional 30-day waiting period, which begins to run only after both parties have substantially complied with the Second Request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the

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waiting period (or commit not to consummate the merger for a specified period of time). Each of Viasat and RigNet filed an HSR Notification and Report Form with the FTC and the DOJ on January 5, 2021.

At any time before or after consummation of the merger, notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, the DOJ or the FTC, or any state, could take such action under antitrust or competition laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or to terminate existing relationships and contractual rights. Under certain circumstances, private parties may also seek to take legal action against the merger under antitrust or competition laws.

The merger is also subject to clearance or approval by antitrust and competition authorities in certain other jurisdictions. The merger cannot be completed until Viasat and RigNet obtain clearance or approval to consummate the merger in each applicable jurisdiction. Viasat and RigNet, in consultation and cooperation with each other, will file notifications, as required by antitrust and competition authorities in those other jurisdictions, as promptly as reasonably practicable after the date of the merger agreement. The relevant antitrust and competition authorities could take such actions under applicable antitrust or competition laws as they deem necessary or desirable, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or to terminate existing relationships and contractual rights.

Any one of these requirements, limitations, costs, divestitures or restrictions imposed by United States or other antitrust and competition authorities could jeopardize or delay the completion, or reduce the anticipated benefits, of the merger. There is no assurance that Viasat and RigNet will obtain all required regulatory clearances or approvals on a timely basis, or at all. Failure to obtain the necessary clearances and approvals in the United States or any other relevant jurisdictions could substantially delay or prevent the consummation of the merger, which could negatively impact both Viasat and RigNet.

Failure to attract, motivate and retain executives and other key employees could diminish the anticipated benefits of the merger.

The success of the merger will depend in part on the combined company’s ability to retain the talents and dedication of the professionals currently employed by Viasat and RigNet. It is possible that these employees may decide not to remain with Viasat or RigNet, as applicable, while the merger is pending, or with the combined company. If key employees terminate their employment, or if an insufficient number of employees are retained to maintain effective operations, the combined company’s business activities may be adversely affected and management’s attention may be diverted from successfully integrating Viasat and RigNet to hiring suitable replacements, all of which may cause the combined company’s business to suffer. In addition, Viasat and RigNet may not be able to locate suitable replacements for any key employees that leave either company or offer employment to potential replacements on reasonable terms. In addition, there could be disruptions to or distractions for the workforce and management, including disruptions associated with integrating employees into the combined company. No assurance can be given that the combined company will be able to attract or retain key employees of Viasat and RigNet to the same extent that those companies have been able to attract or retain their own employees in the past.

The merger, and uncertainty regarding the merger, may cause customers, suppliers, distributors or strategic partners to delay or defer decisions concerning Viasat or RigNet and adversely affect each company’s ability to effectively manage its respective business.

The merger will happen only if the stated conditions are met, including the approval of the merger proposal and the receipt of required regulatory approvals, among other conditions. Many of the conditions are beyond the control of Viasat and RigNet, and both parties also have certain rights to terminate the merger agreement.

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Accordingly, there may be uncertainty regarding the completion of the merger. This uncertainty may cause customers, suppliers, distributors, vendors, strategic partners or others that deal with Viasat or RigNet to delay or defer entering into contracts with Viasat or RigNet or making other decisions concerning Viasat or RigNet or seek to change or cancel existing business relationships with Viasat or RigNet, which could negatively affect their respective businesses. Any delay or deferral of those decisions or changes in existing agreements could have an adverse impact on the respective businesses of Viasat and RigNet, regardless of whether the merger is ultimately completed.

In addition, the merger agreement restricts Viasat, RigNet and their respective subsidiaries from taking certain actions during the pendency of the merger without the consent of the other party. These restrictions may prevent Viasat and RigNet from pursuing attractive business opportunities or strategic transactions that may arise prior to the completion of the merger. See “The Merger Agreement—Conduct of Business Prior to the Merger’s Completion” for a description of the restrictive covenants to which each of Viasat and RigNet is subject.

The opinion rendered to RigNet from its financial advisor will not reflect changes in circumstances between the date of such opinion and the completion of the merger.

Stifel delivered its oral opinion to the RigNet board of directors on December 20, 2020, which opinion was subsequently confirmed in a written opinion dated as of December 20, 2020, that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken as set forth in the written opinion, the exchange ratio was fair, from a financial point of view, to the holders of RigNet common stock (other than treasury shares and shares held by Viasat or Merger Sub).

RigNet has not obtained, nor will it obtain, an updated opinion from Stifel regarding the fairness, from a financial point of view, of the exchange ratio, including as of the date of this proxy statement/prospectus or of the RigNet special meeting, or prior to the completion of the merger. The opinion of Stifel was necessarily based on economic, market, financial and other conditions as they exist on, and on the information made available to Stifel by RigNet or its advisors, as of the date of its opinion, and such opinion does not address the fairness of the exchange ratio, from a financial point of view, at the time the merger is completed. Subsequent developments may affect the conclusion reached by Stifel and Stifel does not have any obligations to update, revise or reaffirm its opinion. The recommendation of the RigNet board of directors that RigNet stockholders vote “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal are each made as of the date of this proxy statement/prospectus. For a description of the opinion that RigNet received from Stifel, see “The Merger—Opinion of RigNet’s Financial Advisor.”

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses of Viasat and RigNet, which could have an adverse effect on their respective businesses and financial results.

Whether or not the merger is completed, the announcement and pendency of the merger could cause disruptions in the businesses of Viasat and RigNet, including by diverting the attention of Viasat and RigNet management toward the completion of the merger. In addition, Viasat and RigNet have each diverted significant management resources in an effort to complete the merger and are each subject to restrictions contained in the merger agreement on the conduct of their respective businesses. If the merger is not completed, Viasat and RigNet will have incurred significant costs, including the diversion of management resources, for which they will have received little or no benefit.

RigNet directors and executive officers may have interests in the merger that may be different from, or in addition to, the interests of RigNet stockholders generally.

In considering the recommendations of the RigNet board of directors on how to vote on the proposals described in this proxy statement/prospectus, stockholders should be aware that RigNet directors and executive officers

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may have interests in the merger, including financial interests, which may be different from, or in addition to, the interests of RigNet stockholders generally.

RigNet stockholders should be aware of these interests when they consider the recommendations of the RigNet board of directors that they vote to approve the merger proposal. The RigNet board of directors was aware of and considered these interests, among other matters, in reaching its determination that the merger is fair to and in the best interests of RigNet and its stockholders, approving and declaring advisable the merger agreement and the transactions contemplated thereby, including the merger, and recommending that RigNet stockholders approve the merger proposal. The interests of RigNet directors and executive officers are described in more detail under “Interests of RigNet Directors and Executive Officers in the Merger.”

Viasat or RigNet may waive one or more of the closing conditions without re-soliciting stockholder approval from RigNet stockholders.

To the extent permitted by law, Viasat or RigNet may determine to waive, in whole or part, one or more of the conditions to their respective obligations to consummate the merger. RigNet currently expects to evaluate the materiality of any waiver and its effect on RigNet stockholders in light of the facts and circumstances at the time to determine whether any amendment of this proxy statement/prospectus or any re-solicitation of proxies is required in light of such waiver. Any determination as to whether to waive any condition to the merger, and as to whether to re-solicit stockholder approval and/or amend this proxy statement/prospectus as a result of such waiver, will be made by RigNet at the time of such waiver based on the facts and circumstances as they exist at that time.

The merger agreement contains provisions that could discourage a potential competing acquirer that might be willing to pay more to acquire or merge with RigNet.

The merger agreement contains “no shop” provisions that restrict the ability of Viasat and RigNet to, among other things (each as described under “The Merger Agreement—No Solicitation of Acquisition Proposals”):

Furthermore, there are only limited exceptions to the requirement under the merger agreement that the RigNet board of directors not withdraw, modify, amend or qualify the RigNet recommendation (as defined under “The Merger Agreement—Change of Recommendation”). Although the RigNet board of directors is permitted to effect a change of recommendation, after complying with certain procedures set forth in the merger agreement, in response to a superior proposal or to an intervening event (if the RigNet board of directors determines in good faith that a failure to do so would be reasonably likely to be inconsistent with its fiduciary duties under applicable law), such change of recommendation would entitle Viasat to terminate the merger agreement and collect a termination fee from RigNet. See “The Merger Agreement—Termination of the Merger Agreement” and “The Merger Agreement—Termination Fee.”

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These provisions could discourage a potential competing acquirer from considering or proposing an acquisition or merger, even if it were prepared to pay consideration with a higher value than that implied by the exchange ratio in the merger, or might result in a potential competing acquirer proposing to pay a lower per share price than it might otherwise have proposed to pay because of the added expense of the termination fee.

The merger will involve substantial costs.

Viasat and RigNet have incurred and expect to incur non-recurring costs associated with combining the operations of the two companies, as well as transaction fees and other costs related to the merger. These costs and expenses include fees paid to financial, legal and accounting advisors, facilities and systems consolidation costs, severance and other potential employment-related costs, filing fees, printing expenses and other related charges. Some of these costs are payable by Viasat or RigNet regardless of whether the merger is completed.

The combined company will also incur restructuring and integration costs in connection with the merger. The costs related to restructuring will be expensed as a cost of the ongoing results of operations of the combined company. There are processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the merger and the integration of RigNet’s business. Although Viasat expects that the elimination of duplicative costs, strategic benefits, and additional income, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction, merger-related and restructuring costs over time, any net benefit may not be achieved in the near term or at all. Many of these costs will be borne by Viasat even if the merger is not completed. While Viasat has assumed that certain expenses would be incurred in connection with the merger and the other transactions contemplated by the merger agreement, there are many factors beyond Viasat’s control that could affect the total amount or the timing of the integration and implementation expenses.

RigNet stockholders will not be entitled to appraisal rights in the merger.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders of a corporation to dissent from an extraordinary transaction, such as a merger, and to demand that such corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to such stockholders in connection with the extraordinary transaction. Under the DGCL, stockholders generally do not have appraisal rights if the shares of stock they hold are either listed on a national securities exchange or held of record by more than 2,000 holders. Notwithstanding the foregoing, appraisal rights are available if stockholders are required by the terms of the merger agreement to accept for their shares anything other than (a) shares of stock of the surviving corporation, (b) shares of stock of another corporation that will either be listed on a national securities exchange or held of record by more than 2,000 holders, (c) cash in lieu of fractional shares or (d) any combination of the foregoing.

Because Viasat common stock is listed on Nasdaq, a national securities exchange, and because RigNet stockholders are not required by the terms of the merger agreement to accept for their shares of RigNet common stock anything other than shares of Viasat common stock and cash in lieu of fractional shares, holders of RigNet common stock are not entitled to appraisal rights in connection with the merger. See “No Appraisal Rights.”

Lawsuits may in the future be filed against Viasat or RigNet, or against Viasat or RigNet directors, challenging the merger, and an adverse ruling in any such lawsuit may prevent the merger from becoming effective or from becoming effective within the expected time frame.

Transactions like the proposed merger are frequently subject to litigation or other legal proceedings, including actions alleging that the Viasat or RigNet board of directors breached their respective fiduciary duties to their stockholders by entering into the merger agreement, by failing to obtain a greater value in the transaction for their stockholders or otherwise. Neither Viasat nor RigNet can provide assurance that such litigation or other legal proceedings will not be brought. If litigation or other legal proceedings are in fact brought against Viasat or

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RigNet, or against the Viasat or RigNet board of directors, they will defend against it, but might not be successful in doing so. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse effect on the business, results of operation or financial position of Viasat, RigNet or the combined company, including through the possible diversion of either company’s resources or distraction of key personnel.

Furthermore, one of the conditions to the completion of the merger is that no injunction by any court or other governmental entity of competent jurisdiction will be in effect that prevents, enjoins or makes illegal the consummation of the merger. As such, if any of the plaintiffs are successful in obtaining an injunction preventing the consummation of the merger, that injunction may prevent the merger from becoming effective or from becoming effective within the expected time frame.

Risks Relating to the Combined Company

Combining the businesses of Viasat and RigNet may be more difficult, costly or time-consuming than expected and the combined company may fail to realize the anticipated benefits of the merger, which may adversely affect the combined company’s business results and negatively affect the value of the combined company’s common stock.

The success of the merger will depend on, among other things, the ability of Viasat and RigNet to combine their businesses in a manner that facilitates growth opportunities. Viasat and RigNet have entered into the merger agreement because each believes that the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of their respective stockholders and that combining the businesses of Viasat and RigNet will produce benefits. See “The Merger—Viasat’s Reasons for the Merger” and “The Merger—Recommendation of the RigNet Board of Directors; RigNet’s Reasons for the Merger.”

However, Viasat and RigNet must successfully combine their respective businesses in a manner that permits these benefits to be realized. In addition, the combined company must achieve the anticipated growth without adversely affecting current revenues and investments in future growth. If the combined company is not able to successfully achieve these objectives, the anticipated benefits of the merger may not be realized fully, or at all, or may take longer to realize than expected.

An inability to realize the full extent of the anticipated benefits of the merger and the other transactions contemplated by the merger agreement, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the combined company, which may adversely affect the value of the common stock of the combined company.

In addition, the actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized. Actual growth and any potential cost savings, if achieved, may be lower than what Viasat and RigNet expect and may take longer to achieve than anticipated. If Viasat and RigNet are not able to adequately address integration challenges, they may be unable to successfully integrate their operations or realize the anticipated benefits of the integration of the two companies.

The failure to successfully integrate the businesses and operations of Viasat and RigNet in the expected time frame may adversely affect the combined company’s future results.

Viasat and RigNet have operated and, until the completion of the merger, will continue to operate independently. There can be no assurances that their businesses can be integrated successfully. It is possible that the integration process could result in the loss of key Viasat or RigNet employees, the loss of customers, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. Specifically, the following issues, among others,

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must be addressed in integrating the operations of Viasat and RigNet in order to realize the anticipated benefits of the merger so the combined company performs as expected:

In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the merger and the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt each company’s ongoing business and the business of the combined company.

The combined company may not be able to retain customers, suppliers or distributors, or customers, suppliers or distributors may seek to modify contractual relationships with the combined company, which could have an adverse effect on the combined company’s business and operations. Third parties may terminate or alter existing contracts or relationships with Viasat or RigNet.

As a result of the merger, the combined company may experience impacts on relationships with customers, suppliers (some of whom compete with Viasat) and distributors that may harm the combined company’s business and results of operations. Certain customers, suppliers or distributors may seek to terminate or modify contractual obligations following the merger whether or not contractual rights are triggered as a result of the merger. There can be no guarantee that customers, suppliers and distributors will remain with or continue to have a relationship with the combined company or do so on the same or similar contractual terms following the merger. If any customers, suppliers or distributors seek to terminate or modify contractual obligations or discontinue the relationship with the combined company, then the combined company’s business and results of

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operations may be harmed. Furthermore, the combined company will not have long-term arrangements with many of its significant suppliers. If the combined company’s suppliers were to seek to terminate or modify an arrangement with the combined company, then the combined company may be unable to procure necessary supplies from other suppliers in a timely and efficient manner and on acceptable terms, or at all.

Viasat and RigNet also have contracts with vendors, landlords, licensors and other business partners which may require Viasat or RigNet, as applicable, to obtain consent from these other parties in connection with the merger, or which may otherwise contain limitations applicable to such contracts following the merger. If these consents cannot be obtained, the combined company may suffer a loss of potential future revenue, incur costs and lose rights that may be material to the combined company’s business. In addition, third parties with whom Viasat or RigNet currently have relationships may terminate or otherwise reduce the scope of their relationship with either party in anticipation of the merger. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the merger. The adverse effect of any such disruptions could also be exacerbated by a delay in the completion of the merger or by a termination of the merger agreement.

The combined company may be exposed to increased litigation, which could have an adverse effect on the combined company’s business and operations.

The combined company may be exposed to increased litigation from stockholders, customers, suppliers, distributors, consumers and other third parties due to the combination of Viasat’s and RigNet’s businesses following the merger. Such litigation may have an adverse impact on the combined company’s business and results of operations or may cause disruptions to the combined company’s operations.

Declaration, payment and amounts of dividends, if any, distributed to stockholders of the combined company will be uncertain.

Viasat and RigNet have not historically paid cash dividends on their common stock. Whether any dividends are declared or paid to stockholders of the combined company, and the amounts of any such dividends that are declared or paid, are uncertain and depend on a number of factors. The Viasat board of directors will have the discretion to determine the dividend policy of the combined company, including the amount and timing of dividends, if any, that the combined company may declare from time to time, which may be impacted by any of the following factors:

Stockholders should be aware that they have no contractual or other legal right to dividends that have not been declared.

The combined company is subject to risks arising from the ongoing COVID-19 pandemic.

The outbreak of COVID-19, which the World Health Organization declared a pandemic in March 2020, has spread across the globe and disrupted the global economy. Governmental actions to reduce the spread of

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COVID-19 have negatively impacted the macroeconomic environment in many ways, while the pandemic itself has significantly increased economic uncertainty and abruptly reduced economic activity.

The extent to which the COVID-19 pandemic will impact the combined company is highly uncertain and is difficult to predict. The pandemic’s effects and their extent will depend on various factors, including, but not limited to, the duration, scope and impact of the pandemic, restrictions on business and social distancing guidelines that may be requested or mandated by governmental authorities and how quickly and to what extent normal economic and operating conditions can resume. Relevant adverse consequences of the pandemic could include reduced liquidity, increased volatility of the combined company’s stock price, operational disruption or failure due to spread of disease within the combined company or due to restrictions on business and social distancing guidelines imposed or requested by governmental authorities, unavailability of raw materials, disruption in the supply chain and increased cybersecurity and fraud risks due to increased online and remote activity, as well as the adverse consequences of a macroeconomic slowdown, recession or depression, particularly on Viasat’s in-flight connectivity customers and RigNet’s oil and gas customers.

Even after the COVID-19 pandemic has subsided, the combined company may continue to experience adverse impacts to its business as a result of the global economic impact of the COVID-19 pandemic, including reduced availability of credit, adverse impacts on liquidity and the negative financial effects from any recession or depression that may occur.

Other Risk Factors of Viasat and RigNet

Viasat’s and RigNet’s businesses are and will be subject to the risks described above. In addition, Viasat and RigNet are, and will continue to be, subject to the risks described in, as applicable, Viasat’s Annual Report on Form 10-K for the fiscal year ended March 31, 2020 and RigNet’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (excluding any information and exhibits furnished under Item 2.02 or 7.01 thereof), each of which are filed with the SEC and incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.”

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THE PARTIES TO THE MERGER

Viasat, Inc.

6155 El Camino Real

Carlsbad, California 92009

(760) 476-2200

Viasat is an innovator in communications technologies and services, focused on making connectivity accessible, available and secure for all. Viasat’s end-to-end platform of high-capacity Ka-band satellites, ground infrastructure and user terminals enables Viasat to provide cost-effective, high-speed, high-quality broadband solutions to enterprises, consumers and government users around the globe, whether on the ground, in the air or at sea. In addition, Viasat’s government business includes a market-leading portfolio of military tactical data link systems, satellite communication products and services and cybersecurity and information assurance products and services. Viasat’s product, system and service offerings are often linked through common underlying technologies, customer applications and market relationships. Viasat believes that its portfolio of products and services, combined with its vertical integration strategy and ability to effectively cross-deploy technologies between government and commercial segments and across different geographic markets, provides Viasat with a strong foundation to sustain and enhance its leadership in advanced communications and networking technologies. Viasat’s principal executive offices are located at 6155 El Camino Real, Carlsbad, California 92009, and its telephone number is (760) 476-2200.

Viasat is a Delaware corporation and the Viasat common stock is listed on Nasdaq under the ticker symbol “VSAT.”

For more information about Viasat, visit Viasat’s website at www.viasat.com. The information contained on or accessible through Viasat’s website (other than the documents incorporated by reference herein) does not constitute a part of this proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about Viasat is included in the documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.”

RigNet, Inc.

15115 Park Row Boulevard, Suite 300

Houston, Texas 77084

(281) 674-0100

RigNet delivers advanced software and communications infrastructure that allow its customers to realize the business benefits of digital transformation. With world-class, ultra-secure solutions spanning global IP connectivity, bandwidth-optimized OTT applications, IIoT big data enablement, and industry-leading machine learning analytics, RigNet supports the full evolution of digital enablement, empowering businesses to respond faster to high priority issues, mitigate the risk of operational disruption, and maximize their overall financial performance. RigNet is headquartered in Houston, Texas with operations around the world. RigNet’s principal executive offices are located at 15115 Park Row Boulevard, Suite 300, Houston, Texas 77084-4947, and its telephone number is (281) 674-0100.

RigNet is a Delaware corporation and the RigNet common stock is listed on Nasdaq under the ticker symbol “RNET.”

For more information about RigNet, visit RigNet’s website at www.rig.net. The information contained on or accessible through RigNet’s website (other than the documents incorporated by reference herein) does not constitute a part of this proxy statement/prospectus or any other report or document on file with or furnished to the SEC. Additional information about RigNet is included in the documents incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.”

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Royal Acquisition Sub, Inc.

6155 El Camino Real

Carlsbad, California 92009

(760) 476-2200

Merger Sub was formed by Viasat solely in contemplation of the merger, has not conducted any business and has no assets, liabilities or obligations of any nature other than as set forth in the merger agreement. By operation of the merger, Merger Sub will be merged with and into RigNet, with RigNet continuing as the surviving corporation and as a wholly owned subsidiary of Viasat.

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THE RIGNET SPECIAL MEETING

General

This proxy statement/prospectus is first being mailed on or about                 , 2021 and constitutes notice of the RigNet special meeting in conformity with the requirements of the DGCL and the RigNet bylaws.

This proxy statement/prospectus is being provided to RigNet stockholders in connection with the solicitation of proxies by the RigNet board of directors for use at the RigNet special meeting and at any adjournments or postponements thereof. RigNet stockholders are encouraged to read this entire document carefully, including its annexes and the documents incorporated by reference herein, for more detailed information regarding the merger agreement and the transactions contemplated thereby.

Date, Time and Place

The RigNet special meeting is scheduled to be held virtually via live webcast on                 , 2021, beginning at             , Central Time, unless postponed to a later date.

In light of ongoing developments related to the COVID-19 pandemic, the RigNet special meeting will be held solely in a virtual meeting format via live webcast. In order to attend the RigNet special meeting virtually via the Internet, RigNet stockholders must register in advance at the RigNet special meeting website, prior to the deadline of         p.m. Central Time on                 , 2021. You will be required to enter the control number found on your proxy card accompanying this proxy statement/prospectus. Upon completion of registration, you will receive further instructions via email, including unique links that will allow you to access the RigNet special meeting and permit you to submit questions during the RigNet special meeting.

Matters to Be Considered at the RigNet Special Meeting

The purpose of the RigNet special meeting is to consider and vote on each of the following proposals, each of which is further described in this proxy statement/prospectus:

RigNet stockholders must approve the merger proposal as a condition to the completion of the merger. If RigNet stockholders fail to approve the merger proposal, the merger will not occur. The vote on the merger proposal is a vote separate and apart from the vote to approve either the compensation proposal or the adjournment proposal. Accordingly, a RigNet stockholder may vote to approve the merger proposal and vote not to approve the compensation proposal or the adjournment proposal, and vice versa.

Other than the matters described above, RigNet does not expect a vote to be taken on any other matters at the RigNet special meeting or any adjournment or postponement thereof. However, if any other matters are properly brought before the RigNet special meeting or any adjournment or postponement thereof for consideration, the holders of the proxies will have discretion to vote on such matters in accordance with their best judgment.

Recommendation of the RigNet Board of Directors

The RigNet board of directors unanimously recommends that RigNet stockholders vote:

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After careful consideration, including consultation with its financial advisor, legal counsel and the strategic review committee of the RigNet board of directors, which is referred to as the “Strategic Review Committee,” the RigNet board of directors unanimously: (a) determined that the merger is fair to and in the best interests of RigNet and its stockholders; (b) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, on the terms and subject to the conditions set forth in the merger agreement; and (c) recommended that RigNet stockholders adopt the merger agreement. See “The Merger—Recommendation of the RigNet Board of Directors; RigNet’s Reasons for the Merger.”

Record Date for the RigNet Special Meeting and Voting Rights

The record date to determine RigNet stockholders who are entitled to receive notice of and to vote at the RigNet special meeting or any adjournments or postponements thereof is                 , 2021. As of the close of business on the record date, there were              shares of RigNet common stock issued and outstanding and entitled to vote at the RigNet special meeting.

Each RigNet stockholder is entitled to one vote for each share of RigNet common stock such holder owned of record at the close of business on the record date with respect to each matter properly brought before the RigNet special meeting. Only RigNet stockholders of record at the close of business on the record date are entitled to receive notice of and to vote at the RigNet special meeting and any and all adjournments or postponements thereof.

A list of RigNet’s stockholders entitled to vote at the RigNet special meeting will be available at RigNet’s executive offices in Houston, Texas during ordinary business hours for examination by any RigNet stockholder for any purpose germane to the RigNet special meeting beginning ten days prior to the RigNet special meeting and ending on the date of the RigNet special meeting. If you would like to examine the list of RigNet stockholders of record, please contact RigNet’s Corporate Secretary at LegalDesk@Rig.Net to schedule an appointment or request access. If RigNet’s headquarters are closed for health and safety reasons related to the COVID-19 pandemic during such period, the list of stockholders will be made available for examination electronically upon request to RigNet’s Corporate Secretary, subject to satisfactory verification of stockholder status. The list of RigNet stockholders entitled to vote at the RigNet special meeting will also be available for examination by any RigNet stockholder during the RigNet special meeting via the RigNet special meeting website.

Quorum; Abstentions; Broker Non-Votes and Failure to Vote

A quorum of RigNet stockholders is necessary to conduct the RigNet special meeting. The presence, virtually via the RigNet special meeting website or by proxy, of the holders of a majority of the issued and outstanding shares of RigNet common stock entitled to vote at the RigNet special meeting will constitute a quorum. Shares of RigNet common stock represented at the RigNet special meeting by virtual attendance via the RigNet special meeting website or by proxy and entitled to vote, but not voted, including shares for which a RigNet stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. However, because all of the proposals for consideration at the RigNet special meeting are considered “non-routine” matters under Nasdaq rules (as described below), shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the RigNet stockholder provides their bank, broker or other nominee with voting instructions for at least one of the proposals at the RigNet special meeting. If a quorum is not present, the RigNet special meeting will be adjourned or postponed until the holders of the number of shares of RigNet common stock required to constitute a quorum attend.

Under Nasdaq rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine”

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proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed to exercise their voting discretion with respect to matters that under Nasdaq rules are “non-routine.” This can result in a “broker non-vote,” which occurs on an item when (a) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares, and (b) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. All of the proposals before the RigNet special meeting are considered “non-routine” matters under Nasdaq rules, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the RigNet special meeting. As a result, RigNet does not expect any broker non-votes at the RigNet special meeting and if you hold your shares of RigNet common stock in “street name,” your shares will not be represented and will not be voted on any matter unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on any of the proposals before the RigNet special meeting unless they have received voting instructions from the beneficial owners. The failure to issue voting instructions to your bank, broker or other nominee will have the same effect as voting “AGAINST” the merger proposal, but will have no effect on the outcome of the compensation proposal or the adjournment proposal.

Required Votes

Except for the adjournment proposal, the vote required to approve each of the proposals listed below assumes the presence of a quorum at the RigNet special meeting. As described above, RigNet does not expect there to be any broker non-votes at the RigNet special meeting.

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Vote of RigNet Directors and Executive Officers

At the close of business on January 21, 2021, the latest practicable date prior to the date of this proxy statement/prospectus, RigNet directors and executive officers, and their affiliates (excluding Digital Oilfield Investments), as a group, owned and were entitled to vote approximately 873,501 shares of RigNet common stock, collectively representing approximately 4% of the shares of RigNet common stock outstanding on such date. Although no RigNet director or executive officer has entered into any agreement obligating them to do so, RigNet currently expects that all RigNet directors and executive officers will vote their shares “FOR” the merger proposal, “FOR” the compensation proposal and “FOR” the adjournment proposal. See “Interests of RigNet Directors and Executive Officers in the Merger” and the arrangements described in RigNet’s Definitive Proxy Statement on Schedule 14A for RigNet’s 2020 annual meeting of stockholders, as amended, filed with the SEC on April 8, 2020, which is incorporated by reference in this proxy statement/prospectus.

Methods of Voting

Registered Stockholders

If you are a RigNet stockholder of record, you may vote at the RigNet special meeting by proxy through the internet, by telephone or by mail, or by virtually attending and voting at the RigNet special meeting via the RigNet special meeting website, as described below.

Unless revoked, all duly executed proxies representing shares of RigNet common stock entitled to vote at the RigNet special meeting will be voted at the RigNet special meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without

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providing instructions for any proposal, then the RigNet officers identified on the proxy will vote your shares consistent with the recommendation of the RigNet board of directors on such proposal. If you are a RigNet stockholder of record, proxies submitted over the internet or by telephone as described above must be received by                 , Central Time, on             , 2021. Although RigNet offers four different voting methods, RigNet encourages you to submit a proxy to vote either over the internet or by telephone to ensure that your shares are represented and voted at the RigNet special meeting.

By executing and delivering a proxy in connection with the RigNet special meeting, you designate certain RigNet officers identified therein as your proxies at the RigNet special meeting. If you deliver an executed proxy, but do not specify a choice for any proposal properly brought before the RigNet special meeting, such proxies will vote your shares of RigNet common stock on such uninstructed proposal in accordance with the recommendation of the RigNet board of directors. RigNet does not expect that any matter other than the proposals listed above will be brought before the RigNet special meeting, and the RigNet bylaws provide that the only business that may be conducted at the RigNet special meeting are those proposals brought before the RigNet special meeting pursuant to RigNet’s notice of the RigNet special meeting.

Beneficial (Street Name) Stockholders

If you hold your shares of RigNet common stock through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee for a proposal, your shares of RigNet common stock will not be voted on that proposal because your bank, broker or other nominee does not have discretionary authority to vote on any of the proposals to be voted on at the RigNet special meeting. See “—Quorum; Abstentions; Broker Non-Votes and Failure to Vote.”

If you hold your shares of RigNet common stock through a bank, broker or other nominee in “street name” (instead of as a registered holder), you must obtain a legal proxy from your bank, broker or other nominee in order to virtually attend and vote at the RigNet special meeting via the RigNet special meeting website. See “—Virtually Attending the RigNet Special Meeting.”

Revocability of Proxies

Other than with respect to Digital Oilfield Investments, who is party to the support agreement, any RigNet stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the RigNet special meeting. If you are a RigNet stockholder of record, you may revoke your proxy by any of the following actions:

Only your last submitted proxy will be considered.

Execution or revocation of a proxy will not in any way affect a RigNet stockholder’s right to virtually attend and vote at the RigNet special meeting via the RigNet special meeting website.

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Written notices of revocation and other communications relating to the revocation of proxies should be addressed to:

RigNet, Inc.

Attn: Corporate Secretary

15115 Park Row Boulevard, Suite 300

Houston, Texas 77084

(281) 674-0100

If your shares of RigNet common stock are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining your legal proxy and instructions from your bank, broker or other nominee and voting your shares at the RigNet special meeting via the RigNet special meeting website.

Proxy Solicitation Costs

RigNet is soliciting proxies to provide an opportunity to all RigNet stockholders to vote on agenda items, whether or not such RigNet stockholders are able to virtually attend the RigNet special meeting or any adjournment or postponement thereof. RigNet will pay all expenses of soliciting proxies from RigNet stockholders. In addition to the solicitation of proxies by mail, RigNet will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of RigNet common stock and secure their voting instructions, if necessary. RigNet may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

RigNet has also retained Alliance to assist in soliciting proxies and in communicating with RigNet stockholders and estimates that it will pay them a fee of approximately $25,000, plus reimbursement for certain out-of-pocket fees and expenses. RigNet also has agreed to indemnify Alliance against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). Proxies may be solicited on behalf of RigNet or RigNet directors, officers and other employees in person or by mail, telephone, facsimile, messenger, the internet or other means of communication, including electronic communication. RigNet directors, officers and employees will not be paid any additional amounts for their services or solicitation in this regard.

Virtually Attending the RigNet Special Meeting

If you wish to virtually attend the RigNet special meeting via the RigNet special meeting website, you must (a) be a RigNet stockholder of record at the close of business on                 , 2021 (the “record date”), (b) hold your shares of RigNet common stock beneficially in the name of a broker, bank or other nominee as of the record date or (c) hold a valid proxy for the RigNet special meeting.

To enter the RigNet special meeting website and virtually attend the RigNet special meeting, you must first register at the RigNet special meeting website prior to the deadline of          p.m., Central Time on                 , 2021. You will be required to enter the control number found on your proxy card accompanying this proxy statement/prospectus. Upon completion of registration, you will receive further instructions via email, including unique links that will allow you to access the RigNet special meeting and permit you to submit questions during or prior to the RigNet special meeting. All questions received from stockholders during or prior to the RigNet special meeting will be posted on RigNet’s website at www.proxydocs.com/RNET as soon as practicable following the RigNet special meeting. If you hold your shares of RigNet common stock in street name beneficially through a broker, bank or other nominee and you wish to virtually attend and vote at the RigNet special meeting via the RigNet special meeting website, you must provide a legal proxy from your bank, broker or other nominee during registration to obtain a virtual control number. If you are unable to obtain a legal proxy from your bank, broker or other nominee, you will be able to register to attend the RigNet special meeting, but may not vote your shares at the RigNet special meeting.

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If you plan to virtually attend and vote at the RigNet special meeting via the RigNet special meeting website, RigNet still encourages you to vote in advance by the internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to virtually attend the RigNet special meeting via the RigNet special meeting website. Voting your proxy by the internet, telephone or mail will not limit your right to virtually attend and vote at the RigNet special meeting via the RigNet special meeting website if you later decide to do so.

No Appraisal Rights

RigNet stockholders are not entitled to appraisal or dissenters’ rights in connection with the merger under Section 262 of the DGCL. See “The Merger—No Appraisal Rights.”

Householding

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This “householding” rule provides greater convenience for RigNet’s stockholders and cost savings for RigNet by reducing the number of duplicate documents that households receive. Also, this allows RigNet to be more environmentally friendly by reducing the unnecessary use of materials. RigNet stockholders with the same address and last name may receive only one copy of this proxy statement /prospectus. Please note that each RigNet stockholder will receive a separate proxy card, which will allow each RigNet stockholder to vote independently. Registered RigNet stockholders (those who hold shares of RigNet common stock directly in their name with RigNet’s transfer agent) may opt out of householding and receive a separate proxy statement/prospectus or other proxy materials by sending a written request to RigNet at the address below.

Some brokers also household proxy materials, delivering a single proxy statement or notice to multiple RigNet stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your household is receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

RigNet will promptly deliver a copy of this proxy statement/prospectus to any RigNet stockholder who received only one copy of these materials due to householding upon request in writing to: RigNet, Inc., Attn: Corporate Secretary, 15115 Park Row Boulevard, Suite 300, Houston, Texas 77084-4947 or by calling (281) 674-0100.

Tabulation of Votes

The RigNet board of directors will appoint an independent inspector of election for the RigNet special meeting. The inspector of election will, among other matters, determine the number of shares of RigNet common stock represented at the RigNet special meeting to confirm the existence of a quorum, determine the validity of all proxies and ballots and certify the results of voting on all proposals submitted to RigNet stockholders at the RigNet special meeting.

Adjournments

If a quorum is present at the RigNet special meeting but there are insufficient votes at the time of the RigNet special meeting to approve the merger proposal, then RigNet stockholders may be asked to vote on the adjournment proposal.

At any subsequent reconvening of the RigNet special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting and all proxies will be voted in the same

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manner as they would have been voted at the original convening of the RigNet special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

If you need assistance voting or completing your proxy card, or if you have questions regarding the RigNet special meeting, please contact Alliance, RigNet’s proxy solicitor for the RigNet special meeting, at:

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, New Jersey 07003

RigNet@allianceadvisors.com

(855) 200-7479

RIGNET STOCKHOLDERS SHOULD CAREFULLY READ THIS PROXY STATEMENT/PROSPECTUS IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE MERGER. IN PARTICULAR, RIGNET STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

This proxy statement/prospectus is being furnished to you as a RigNet stockholder in connection with the solicitation of proxies by the RigNet board of directors for use at the RigNet special meeting. At the RigNet special meeting, RigNet is asking RigNet stockholders to consider and vote upon a proposal to adopt the merger agreement, pursuant to which Merger Sub will merge with and into RigNet, with RigNet being the surviving corporation in the merger and becoming a wholly owned subsidiary of Viasat. Upon completion of the merger, RigNet stockholders will be entitled to receive 0.1845 shares of Viasat common stock for each share of RigNet common stock held immediately prior to the effective time of the merger (together with cash in lieu of any fractional shares of Viasat common stock).

The RigNet board of directors, after careful consideration, unanimously determined that the merger is fair to and in the best interests of RigNet and its stockholders, and approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger.

The RigNet board of directors accordingly unanimously recommends that RigNet stockholders vote “FOR” the merger proposal.

The merger and a summary of the terms of the merger agreement are described in more detail under “The Merger” and “The Merger Agreement,” and RigNet stockholders are encouraged to read the full text of the merger agreement, which is attached as Annex A hereto.

Assuming a quorum is present at the RigNet special meeting, approval of the merger proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of RigNet common stock entitled to vote at the RigNet special meeting on the merger proposal. Accordingly, an abstention or other failure to vote on the merger proposal will have the same effect as a vote “AGAINST” the merger proposal.

It is a condition to the completion of the merger that RigNet stockholders approve the merger proposal.

THE RIGNET BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

THE MERGER PROPOSAL

(PROPOSAL 1)

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PROPOSAL 2: ADVISORY NON-BINDING VOTE ON MERGER-RELATED COMPENSATION FOR NAMED EXECUTIVE OFFICERS

Pursuant to Section 14A of the Exchange Act and Rule 14a-21(c) thereunder, RigNet is required to submit to a non-binding advisory stockholder vote certain compensation that may be paid or become payable to RigNet named executive officers that is based on or otherwise relates to the merger as disclosed under “Interests of RigNet Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to RigNet Named Executive Officers—Golden Parachute Compensation.” The compensation proposal gives RigNet stockholders the opportunity to express their views on the merger-related compensation of RigNet named executive officers.

Accordingly, RigNet is asking RigNet stockholders to vote “FOR” the adoption of the following resolution, on a non-binding advisory basis:

“RESOLVED, that the compensation that may be paid or become payable to RigNet named executive officers that is based on or otherwise relates to the merger, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “Interests of RigNet Directors and Executive Officers in the Merger—Quantification of Payments and Benefits to RigNet Named Executive Officers—Golden Parachute Compensation,” including the associated narrative discussion and the agreements, plans, arrangements or understandings pursuant to which such compensation may be paid or become payable, are hereby APPROVED.”

The vote on the compensation proposal is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, if you are a RigNet stockholder, you may vote to approve the merger proposal and vote not to approve the compensation proposal, and vice versa. The vote on the compensation proposal is advisory and will not be binding on either RigNet or Viasat. As a result, if the merger is completed, the merger-related compensation may be paid to RigNet named executive officers to the extent payable in accordance with the terms of the compensation agreements and arrangements even if RigNet stockholders do not approve the compensation proposal.

The RigNet board of directors unanimously recommends that RigNet stockholders vote “FOR” the compensation proposal.

Assuming a quorum is present at the RigNet special meeting, approval of the compensation proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of RigNet common stock that are virtually present via the RigNet special meeting website or represented by proxy and entitled to vote at the RigNet special meeting. Accordingly, assuming a quorum is present at the RigNet special meeting, any shares not virtually present or represented by proxy (including due to the failure of a RigNet stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the compensation proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the RigNet special meeting on the compensation proposal to vote on the compensation proposal will have the same effect as a vote “AGAINST” the compensation proposal.

THE RIGNET BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

THE COMPENSATION PROPOSAL

(PROPOSAL 2)

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PROPOSAL 3: ADJOURNMENT OF THE RIGNET SPECIAL MEETING

The RigNet special meeting may be adjourned to another time and place if necessary or appropriate in order to permit the solicitation of additional proxies if there are insufficient votes to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to RigNet stockholders.

RigNet is asking RigNet stockholders to authorize the holder of any proxy solicited by the RigNet board of directors to vote in favor of any adjournment of the RigNet special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to RigNet stockholders.

The RigNet board of directors unanimously recommends that RigNet stockholders approve the proposal to adjourn the RigNet special meeting, if necessary or appropriate.

Whether or not a quorum is present at the RigNet special meeting, approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the issued and outstanding shares of RigNet common stock that are virtually present via the RigNet special meeting website or represented by proxy and entitled to vote at the RigNet special meeting. Accordingly, any shares not virtually present or represented by proxy (including due to the failure of a RigNet stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions to such bank, broker or other nominee) will have no effect on the outcome of the adjournment proposal. An abstention or other failure of any shares virtually present or represented by proxy and entitled to vote at the RigNet special meeting on the adjournment proposal to vote on the adjournment proposal will have the same effect as a vote “AGAINST” the adjournment proposal.

THE RIGNET BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR”

THE ADJOURNMENT PROPOSAL

(PROPOSAL 3)

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THE MERGER

The following is a description of material aspects of the merger. While Viasat and RigNet believe that the following description covers the material terms of the merger, the description may not contain all of the information that is important to you. You are encouraged to read carefully this entire proxy statement/prospectus, including the text of the merger agreement attached as Annex A hereto, for a more complete understanding of the merger. In addition, important business and financial information about each of Viasat and RigNet is contained or incorporated by reference in this proxy statement/prospectus. See “Where You Can Find More Information.”

General

Viasat, Merger Sub and RigNet have entered into the merger agreement, which provides for the merger of Merger Sub with and into RigNet. As a result of the merger, the separate existence of Merger Sub will cease and RigNet will continue its existence under the DGCL as the surviving corporation and as a wholly owned subsidiary of Viasat. The surviving corporation will be named “RigNet, Inc.”

Merger Consideration

At the effective time, each share of RigNet common stock (other than shares held in treasury by RigNet or held directly by Viasat or Merger Sub (which shares will be cancelled)) that was issued and outstanding immediately prior to the effective time will be converted into the right to receive 0.1845 shares of Viasat common stock as well as cash (without interest and less any applicable withholding taxes) in lieu of any fractional shares of Viasat common stock.

The exchange ratio is fixed, which means that it will not change between now and the date of the merger, regardless of whether the market price of Viasat or RigNet common stock changes. Therefore, the value of the merger consideration will depend on the market price of Viasat common stock at the effective time. The market price of Viasat common stock has fluctuated since the date of the announcement of the merger agreement and is expected to continue to fluctuate from the date of this proxy statement/prospectus to the date of the RigNet special meeting, through the date the merger is completed and thereafter. The market price of Viasat common stock, when received by RigNet stockholders in connection with the merger, could be greater than, less than or the same as the market price of Viasat common stock on the date of this proxy statement/prospectus or at the time of the RigNet special meeting. Accordingly, you should obtain current market quotations for Viasat and RigNet common stock before deciding how to vote on any of the proposals described in this proxy statement/prospectus. Viasat common stock is traded on Nasdaq under the symbol “VSAT” and RigNet common stock is traded on Nasdaq under the symbol “RNET.”

Background of the Merger

Each of Viasat’s and RigNet’s board of directors and senior management team regularly reviews their respective company’s performance and future growth prospects and overall strategic direction and considers potential opportunities to strengthen their respective businesses and enhance stockholder value. These reviews have included consideration of whether the continued execution of each company’s strategy or possible strategic opportunities, joint ventures or combinations with third parties offered the best avenue to maximize stockholder value.

From time to time over the past several years, Viasat and RigNet have had informal discussions regarding potential strategic partnerships, collaborations and a potential combination between the two companies. Specifically, Viasat had approached RigNet previously in 2016 regarding a possible combination, but those discussions did not progress. In addition, in the summer of 2019, representatives of Viasat met with Mattia Caprioli, one of RigNet’s directors and a partner at KKR, which manages the fund that is RigNet’s largest stockholder, regarding a potential transaction, though the parties did not pursue additional discussions at such time.

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In July 2019, the RigNet board of directors formed the Strategic Review Committee, consisting of James H. Browning, Kevin J. O’Hara and Mattia Caprioli, to evaluate alternatives for raising liquidity given RigNet’s recent settlement of a dispute with Inmarsat plc and the ongoing depressed state of the oil and gas markets, particularly with respect to RigNet’s core offshore drilling markets, and to consider, analyze and negotiate potential transactions in connection therewith subject to the approval of the full RigNet board of directors. The Strategic Review Committee initially sought transactions that would provide liquidity while maintaining the independence of RigNet. Potential transactions considered by the Strategic Review Committee included transactions regarding a sale/leaseback of RigNet’s Gulf of Mexico microwave network assets or a sale of or potential third-party investment in RigNet’s Intelie business. In addition, the Strategic Review Committee considered a variety of debt and equity financing alternatives. In July 2019, the Strategic Review Committee authorized RigNet to engage Lazard to serve as its financial advisor with respect to a potential third-party investment in RigNet’s Intelie business. RigNet engaged Lazard, and Lazard thereafter began contacting potential counterparties for such a transaction and representatives of Lazard also regularly joined meetings of the Strategic Review Committee. In the course of various discussions, Lazard advised the Strategic Review Committee that marketing an investment in the Intelie business could lead to proposals for the whole of RigNet. The RigNet board of directors delegated to the Strategic Review Committee authority to evaluate proposals for the whole of RigNet and, if it determined that it would be advisable to pursue a potential proposal, to make a recommendation to the RigNet board of directors accordingly. The Strategic Review Committee also agreed with Lazard to expand its engagement to include advice related to potential proposals for the whole of RigNet. From November 2019, a total of 62 potential counterparties executed nondisclosure agreements with RigNet to explore a potential transaction relating to the Intelie division.

On February 5, 2020, in connection with the Intelie process, a financial sponsor (“Financial Sponsor A”) submitted an indication of interest to purchase 100% of RigNet’s outstanding equity for between $5.50 and $6.50 per share in cash. On February 7, 2020, another financial sponsor (“Financial Sponsor B”) submitted an indication of interest to purchase 100% of RigNet’s outstanding equity for between $5.25 and $5.75 per share in cash. The Strategic Review Committee reported these offers to the RigNet board of directors. With input from RigNet’s senior management team and representatives of Lazard, the RigNet board of directors determined that these offers did not provide RigNet’s stockholders with sufficient value, particularly as both of these offers were solely for cash, and RigNet did not pursue them further at the time. In early February 2020, three other parties submitted indications of interest to purchase a controlling interest or all of RigNet’s Intelie division on a cash-free, debt-free basis for an enterprise value ranging from $25 million to $40 million. RigNet continued to engage in discussions with each of these three other parties.

On March 23, 2020, Viasat’s President and Chief Executive Officer, Richard Baldridge, and Executive Vice President, Strategic Initiatives and Chief Commercial Officer, Keven Lippert, contacted Mr. Browning by email to inquire as to whether RigNet might be interested in partnering with Viasat in a potential transaction. Later that day, Mr. Browning informed the Strategic Review Committee of Viasat’s interest and his intent to speak with the Viasat representatives the next day. On March 24, 2020, Messrs. Baldridge and Lippert further discussed their interest in RigNet with Mr. Browning by telephone.

On March 27, 2020, the Strategic Review Committee held a meeting at which they discussed Viasat’s interest in a combination with RigNet. With input from RigNet’s senior management team and representatives of Lazard, the Strategic Review Committee decided to further explore a potential transaction with Viasat once Viasat provided an indication of its proposed valuation for RigNet. On March 30, 2020, Mr. Browning informed Mr. Lippert that RigNet was interested in discussions relating to a potential transaction, but wanted an indication of value from Viasat before proceeding. On April 1, 2020, Viasat and RigNet executed a preliminary confidentiality agreement to protect the confidentiality of their ongoing discussions and to facilitate preliminary valuation discussions.

On April 6, 2020, the Strategic Review Committee updated the RigNet board of directors at a meeting of the RigNet board of directors with respect to the initial interest from Viasat.

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On April 8, 2020, Viasat submitted a written proposal to RigNet to acquire 100% of the equity interests of RigNet in exchange for Viasat common stock at a purchase price per share of RigNet common stock ranging from $4.00 to $5.00, with the final exchange ratio to be determined prior to signing a definitive agreement. On April 9, 2020, the Strategic Review Committee held a meeting to discuss Viasat’s written proposal, at which the Strategic Review Committee determined that, after taking into consideration the favorable aspects of an all-stock combination with Viasat as well as the challenges facing many of RigNet’s customers, further consideration of a potential business combination was warranted. Later that day, Mr. Browning updated the RigNet board of directors on Viasat’s proposal by email and informed Viasat that RigNet would respond to Viasat’s proposal following the conclusion of RigNet senior management’s analysis of the proposed terms.

Between April 9 and April 13, 2020, RigNet continued its analysis of Viasat’s proposal and held discussions with potential legal counsel to represent RigNet in a potential transaction with Viasat. With the approval of the Strategic Review Committee, RigNet retained Baker Botts as its legal counsel in connection with the merger with effect from April 13, 2020.

On April 15, 2020, Mr. Browning informed Messrs. Baldridge and Lippert by email that RigNet was interested in further discussions regarding Viasat’s proposal and that RigNet’s President and Chief Executive Officer, Steven E. Pickett, would lead the discussions for RigNet. On April 16, 2020, Messrs. Browning and Pickett had a call with Mr. Baldridge to provide feedback on Viasat’s offer, to introduce Lazard as RigNet’s financial advisor and to discuss a plan for due diligence efforts. On April 17, 2020, the Strategic Review Committee held a meeting, which representatives of Lazard and Baker Botts attended, to discuss the appropriate process and path forward with Viasat. Representatives of Baker Botts also provided an overview of the fiduciary duties of the members of the Strategic Review Committee with respect to the anticipated role of the Strategic Review Committee in evaluating Viasat’s proposal or other potential strategic transactions, and assisting the RigNet board of directors in that connection.

In connection with ongoing discussions about a potential business combination of the two companies, on April 24, 2020, Viasat and RigNet entered into an amended and restated mutual confidentiality agreement that contemplated exchange of confidential information and included a customary standstill commitment from Viasat. The Strategic Review Committee met again on April 24, 2020 to discuss overall process with Viasat and the status of negotiations.

On April 29, 2020, the RigNet board of directors held a meeting to discuss Viasat’s proposal, the potential to obtain other proposals for the whole of RigNet, and the potential to pursue a potential alternative transaction, including a potential transaction involving the Intelie business. Representatives of Lazard and Baker Botts also attended the meeting. Representatives of Baker Botts also provided an overview of the fiduciary duties of the RigNet board of directors with respect to strategic transactions. The RigNet board of directors authorized the Strategic Review Committee to continue to explore a potential business combination with Viasat, as well as any other potential strategic transaction proposed to RigNet, and to periodically update the RigNet board of directors as to developments in that connection when appropriate.

The Strategic Review Committee held a meeting again on May 1, 2020, at which representatives of Lazard and Baker Botts attended, to discuss overall process with Viasat, considerations in relation to whether to engage an additional advisor to provide an opinion as to the fairness, from a financial point of view, of the consideration to be paid to RigNet’s stockholders in connection with any potential transaction and plans for Lazard to follow up with each of Financial Sponsor A and Financial Sponsor B regarding their interest in acquiring RigNet.

In May 2020, Lazard contacted the remaining parties involved in the Intelie process to request updated valuations. In response to this request, Lazard received one indication of interest with respect to RigNet’s Intelie division on a cash-free, debt-free basis for an enterprise value of $30 million. RigNet continued to engage in discussions with this party, as well as two other parties that did not provide an updated valuation. Additionally, on May 6, 2020, Lazard followed up with each of Financial Sponsor A and Financial Sponsor B regarding their

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interest in acquiring RigNet. Each of these potential counterparties indicated that they would follow up with Lazard regarding their potential interest in pursuing a transaction.

On May 10, 2020, RigNet granted virtual data room access to Viasat and its representatives, including LionTree, for purposes of conducting financial due diligence in connection with the proposed transaction. During the weeks and months that followed, representatives of LionTree, Lazard, Viasat and RigNet engaged in numerous discussions regarding various financial and business due diligence matters.

On May 13, 2020, members of RigNet’s management team, accompanied by representatives of Lazard, presented an overview of the RigNet business to members of Viasat management and LionTree in order to further assess support for the proposed transaction. On May 18, 2020, members of RigNet management made a second presentation to the management of Viasat during which they gave a product demonstration of RigNet’s Intelie product in furtherance of such discussions.

On May 20, 2020, representatives of Viasat, LionTree, RigNet and Lazard held a meeting at which the parties discussed financial modeling for the proposed transaction. During the weeks that followed, representatives of Viasat and representatives of RigNet, together with their respective financial advisors, had numerous calls to discuss such financial models and related due diligence matters. Also on May 20, 2020, the RigNet board of directors held a meeting at which RigNet management and the Strategic Review Committee updated the RigNet board of directors regarding the ongoing discussions with Viasat and at which the RigNet board of directors approved engaging Stifel to render an opinion as to the fairness, from a financial point of view, of the exchange ratio to RigNet’s stockholders.

On May 21, 2020, Financial Sponsor B informed Lazard that they were not interested in pursuing a transaction with RigNet at that time.

On May 26, 2020, RigNet executed an engagement letter with Stifel for purposes of Stifel rendering an opinion as to the fairness, from a financial point of view, of the exchange ratio to RigNet’s stockholders. On May 27 and May 29, 2020, RigNet management, Lazard and Stifel held discussions to bring Stifel up to date and discuss what information Stifel would need for its opinion process.

Between May 27, 2020 and July 17, 2020, the Strategic Review Committee held weekly meetings regarding the progress of discussions with Viasat along with progress on the potential sale of RigNet’s Intelie division. Representatives of Lazard regularly attended these meetings, and representatives of Baker Botts and Stifel also attended certain of these regular meetings.

On June 4, 2020, representatives from Financial Sponsor A reached out to Lazard expressing an interest in re-engaging discussions with RigNet regarding a potential transaction for the whole of RigNet and provided comments on a mutual confidentiality agreement previously provided by RigNet, which was executed on June 19, 2020.

On June 23, 2020, representatives of Viasat and RigNet held a meeting at which they discussed RigNet’s Intelie product in further detail. On June 25, 2020, representatives of Viasat and RigNet held a call to discuss RigNet’s managed communications services business segment.

On June 24, 2020, members of RigNet management gave a presentation to representatives from Financial Sponsor A.

On July 2, 2020, members of RigNet management held a call with representatives from Financial Sponsor A relating to financial matters. Following this call, Financial Sponsor A informed Lazard on July 17, 2020 that it would not be submitting an offer to acquire the whole of RigNet.

On July 16, 2020, Mr. Lippert called Mr. Pickett and informed him that Viasat would submit a revised offer in the near future with an offer price of $5.25 per share. Also on July 16, 2020, a financial

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sponsor (“Financial Sponsor C”) contacted Mr. Pickett and expressed an interest in acquiring RigNet in a “take private” transaction. The Strategic Review Committee met on July 17, 2020 to discuss these developments, concluding that Financial Sponsor C may proceed with conducting due diligence regarding a potential transaction.

On July 22, 2020, Viasat submitted a revised written proposal to RigNet to acquire 100% of the equity interests of RigNet in exchange for Viasat common stock at a purchase price per share of RigNet common stock equal to $5.25, with the final exchange ratio to be determined prior to signing a definitive agreement. Later in the day on July 22, 2020, the RigNet board of directors met with representatives from Lazard, Stifel and Baker Botts to discuss the updated proposal. Representatives of Lazard reviewed the letter received from Viasat and certain public information regarding Viasat with the RigNet board of directors. RigNet’s board of directors, RigNet’s management and Lazard’s representatives discussed the possible risks and benefits of a potential business combination, including the potential to commercialize RigNet’s offerings, particularly its Cyphre cybersecurity and Intelie machine learning offerings, outside of the oil and gas industry. The RigNet board of directors also considered the risks of a potential Viasat combination relative to other alternatives available to RigNet. Representatives of Stifel briefed the RigNet board of directors on methodologies Stifel would use to value any final Viasat offer to formulate an opinion on the fairness, from a financial point of view, of the exchange ratio to RigNet’s stockholders. Thereafter, representatives of Lazard and Stifel left the meeting and representatives of Baker Botts briefed the RigNet board of directors on their fiduciary duties in relation to a potential transaction. The RigNet board of directors elected to delegate to the Strategic Review Committee oversight of negotiations with Viasat and the due diligence process, with the RigNet board of directors expressly reserving the right to approve a final transaction.

During the weeks that followed, representatives of LionTree, Lazard, Viasat and RigNet engaged in numerous discussions regarding due diligence matters and exchanged additional due diligence information. During this period, the Strategic Review Committee continued to meet regularly to keep apprised of the progress of discussions with Viasat and kept the RigNet board of directors updated on the same. Representatives of Lazard regularly attended these meetings, and representatives of Baker Botts and Stifel also attended certain of these regular meetings.

From July 22, 2020 to August 12, 2020, representatives of Lazard interfaced with representatives of LionTree to better understand Viasat’s valuation of RigNet and their underlying assumptions related to such valuation, with an intent to support a higher price for RigNet and address any challenging assumptions. At a meeting of the Strategic Review Committee on August 7, 2020, Lazard summarized Viasat’s view regarding Viasat’s valuation of RigNet for the Strategic Review Committee.

On August 12, 2020, members of Viasat management presented an overview of the Viasat business to members of RigNet management and representatives of Lazard and Stifel. Following the presentation, on August 13, 2020 and August 17, 2020, respectively, representatives of Lazard sent certain financial data requests to representatives of LionTree and the RigNet Strategic Review Committee submitted certain follow-up questions to Viasat regarding Viasat’s satellite and connectivity business. Members of Viasat management provided responses to these questions over the next several days, after which representatives of Lazard discussed such responses with the Strategic Review Committee at a meeting on August 19, 2020, at which a proposed plan for responding to Viasat’s proposal was discussed.

On August 20, 2020, the RigNet board of directors held a meeting with members of RigNet management and representatives of Lazard and Baker Botts in attendance. At the meeting, Lazard’s representatives provided the RigNet board of directors with an update on the current status of the proposed transaction with Viasat, including the status of due diligence, Viasat’s view of RigNet’s projections and negotiating strategy. Representatives of Lazard also provided preliminary financial analyses with respect to the proposed transaction. Members of senior management and the Strategic Review Committee also updated the RigNet board of directors on the proposed plan for responding to Viasat’s proposal, with which the RigNet board of directors concurred.

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On August 28, 2020, representatives of RigNet responded to Viasat’s July 22, 2020 proposal stating that RigNet believed a higher valuation would be required before the RigNet board of directors would be willing to move forward with the transaction, in part due to the impact of a new major customer contract. During the weeks that followed, representatives of Viasat and LionTree took steps to integrate the expected financial impact of such new contract into their financial analyses.

On September 4, 2020, representatives of Viasat and RigNet held a telephone conference to discuss potential in-person management sessions. On September 9, 2020, representatives of Lazard reached out to representatives of LionTree to communicate the fact that RigNet would like to proceed with holding such in-person management sessions by having certain members of Viasat management visit the RigNet headquarters in Houston.

On September 8, 2020, a financial sponsor (“Financial Sponsor D”) contacted Errol Olivier, RigNet’s Senior Vice President and Chief Operating Officer, and expressed an interest in the Intelie process and potentially acquiring all of RigNet. Lazard commenced discussions with Financial Sponsor D, during which Financial Sponsor D did not provide an indicative valuation range in its discussions with Lazard. Lazard discussed with Financial Sponsor D entering into a confidentiality agreement for the purpose of facilitating meaningful discussion, which was subsequently executed on September 14, 2020.

On September 17, 2020, Viasat submitted a further revised written proposal to RigNet to acquire 100% of the equity interests of RigNet in exchange for Viasat common stock at a purchase price per share of RigNet common stock equal to $6.00, with the final exchange ratio to be determined prior to signing a definitive agreement.

On September 22, 2020, a financial sponsor (“Financial Sponsor E”) contacted Mr. Pickett to request an introductory call to understand RigNet’s growth strategy and learn more about the company. A call was held between representatives of Financial Sponsor E and RigNet on October 5, 2020, at which time Financial Sponsor E said that it would follow up regarding its interest in potentially exploring a proposal.

On September 25, 2020, representatives from Lazard spoke with representatives of Financial Sponsor D. Following this discussion, Lazard informed RigNet that Financial Sponsor D would not pursue the opportunity further in light of the volatility of the oil and gas market and the size of the equity financing that would be required to pursue a transaction.

On October 2, 2020, Financial Sponsor C spoke with representatives of Lazard and indicated a valuation of RigNet of between $3.00 and $5.00 per share. Following this discussion, Financial Sponsor C did not submit a formal indication of interest in response to requests from Lazard.

On October 6, 2020, members of the management teams of RigNet and Viasat and representatives of Lazard met for dinner in Houston, Texas. The purpose of the dinner was so that the management teams could discuss trends in each party’s business. On October 7 and October 8, 2020, members of Viasat management conducted in-person site visits with members of RigNet management at RigNet’s headquarters in Houston to review the company’s organization, key contracts, sales pipeline, historical and projected bandwidth requirements, and Intelie and Cyphre products in more detail. These meetings were followed up by a call on October 16, 2020 to further discuss Viasat’s ViaSat-3 broadband satellites and perform reverse due diligence on Viasat’s business plans.

On October 15, 2020, members of Viasat management held a meeting with representatives of LionTree in attendance to discuss offer structure and next steps, including a diligence update, updated valuation analysis and discussion on specific deal considerations and anticipated timelines.

On October 17, 2020, representatives of Lazard provided updated financial information to representatives of LionTree and, on October 19, 2020, certain members of management of both Viasat and RigNet held a meeting with representatives from LionTree and Lazard in attendance, during which the parties discussed such information.

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On October 20, 2020, representatives of LionTree and Lazard held a telephone conference to discuss the written proposal provided by Viasat to RigNet on September 17, 2020, including with respect to specific pricing considerations. During the conference, the parties discussed the status of due diligence and potential timing for a proposed announcement.

On October 21, 2020, certain members of management of each of Viasat and RigNet held a meeting to discuss the status of the proposed transaction. In light of both parties’ impending release of quarterly financial results and management’s focus thereon, the parties resolved to re-commence discussions following the public release of their respective earnings in early November 2020. The Strategic Review Committee at a meeting on October 30, 2020 concurred with the recommendation of senior management to continue discussions following such time.

On October 27, 2020, representatives of Financial Sponsor E notified Lazard that it would discontinue discussions regarding a potential transaction as it would prefer to wait another two to three quarters before proceeding with any management presentation in order to see more results from certain of RigNet’s business lines.

On November 3, 2020, representatives of Lazard provided additional updated financial information to representatives of Viasat and LionTree and, on November 5, 2020, RigNet announced its financial results for the fiscal quarter ended September 30, 2020. On November 7, 2020, following such announcement, representatives of Viasat and LionTree sent a list of related questions to representatives of Lazard and RigNet. On November 9, 2020, certain members of management of each of Viasat and RigNet held a meeting with representatives of LionTree and Lazard in attendance to discuss such updated financials and related questions.

On November 11, 2020, Viasat submitted a further revised written proposal to RigNet to acquire 100% of the equity interests of RigNet in exchange for Viasat common stock at a purchase price per share of RigNet common stock equal to $6.30, with the final exchange ratio to be determined prior to signing a definitive agreement. In addition, Viasat proposed a 45-day exclusivity period to execute a definitive agreement.

On November 12, 2020, the Strategic Review Committee met to discuss Viasat’s latest offer and the length of a potential exclusivity period and approved the basis on which RigNet would respond to Viasat’s proposal. Representatives of Lazard and Baker Botts also attended the meeting. Later in the day, representatives of RigNet communicated to representatives of Viasat the proposal approved by the Strategic Review Committee: RigNet would agree to use Viasat’s proposed valuation as a basis for negotiating a definitive agreement, subject to the parties agreeing on a fixed exchange ratio of 0.1845 shares of Viasat common stock for each share of RigNet common stock, representing a valuation per share of RigNet common stock of $6.30 based on the average share price of Viasat common stock over the trailing ten trading day period ended November 11, 2020.

On November 13, 2020, Viasat’s President, Global Enterprise and Mobility, Jimmy Dodd, communicated to Mr. Browning that Viasat would be willing to accept such fixed exchange ratio subject to the parties agreeing on a 30-day exclusivity period to negotiate the material terms and conditions of the proposed transaction. Over the course of the day, Mr. Browning and Mr. Dodd negotiated a mutually acceptable form of exclusivity letter in consultation with their respective legal counsel, and on November 14, 2020, Viasat and RigNet executed a letter agreement pursuant to which Viasat and RigNet agreed to continue the discussions regarding a potential business combination on an exclusive basis through December 14, 2020.

On November 16, 2020, members of management of each of Viasat and RigNet held a meeting at which the parties discussed anticipated timing, process and next steps with respect to reaching agreement on the proposed transaction.

During the period from November 16 through December 15, 2020, representatives of Viasat and representatives of RigNet, together with their respective financial advisors and outside legal counsel, had numerous calls to discuss due diligence, integration planning and related matters and exchanged associated due diligence documentation.

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On November 19, 2020, representatives of Latham & Watkins, legal counsel to Viasat, sent an initial draft of a proposed definitive merger agreement to representatives of Baker Botts.

On November 25, 2020, the Strategic Review Committee met with representatives of Baker Botts and Lazard to discuss a proposed markup of the merger agreement and overall approach in returning a draft of the merger agreement to Latham & Watkins. The Strategic Review Committee also discussed compensation matters in connection with a potential transaction and decided to have members of the compensation committee of the RigNet board of directors address those matters directly with Viasat management. Later on November 25, 2020, Mr. Browning and Mr. Dodd spoke by telephone to discuss streamlining the due diligence process. In the evening of November 25, 2020, representatives of Baker Botts provided a revised draft of the definitive merger agreement to representatives of Latham & Watkins. Between November 25, 2020 and December 19, 2020, representatives of Latham & Watkins and representatives of Baker Botts exchanged drafts of the merger agreement and ancillary transaction documents, and together with representatives of Viasat, RigNet, LionTree and Lazard, held numerous telephonic discussions to negotiate the terms of the merger agreement and other definitive agreements for the transaction.

Also on November 25, 2020, representatives of RigNet, Baker Botts and Lazard were provided access to a Viasat virtual data room for the purposes of conducting reverse due diligence. During the period from November 25, 2020 through December 14, 2020, representatives of Viasat and representatives of RigNet, together with their respective financial advisors and outside legal counsel, addressed RigNet’s questions and exchanged corresponding information regarding reverse due diligence and related matters.

On December 1, 2020, representatives of Lazard requested final indications of interest from the parties that had continued to participate in the Intelie process with respect to a potential transaction involving RigNet’s Intelie business. By the December 7, 2020 deadline, no indications of interest were received.

On December 3, 2020, representatives from Latham & Watkins sent Baker Botts a proposed form of support agreement for KKR, which Baker Botts passed along to representatives from KKR. Between December 3, 2020 and December 18, 2020, Latham & Watkins and counsel for KKR negotiated the terms of the support agreement.

On December 4, 2020, representatives of Viasat, Latham & Watkins, RigNet and Baker Botts held a telephone conference to discuss certain compliance and trade control questions.

On December 8, 2020, representatives of Viasat and RigNet held a meeting with representatives of LionTree and Lazard in attendance to discuss human resources matters. On the same date, members of Viasat management held a meeting with representatives of LionTree in attendance to discuss open issues in the merger agreement. Following the meeting, representatives of LionTree communicated certain key takeaways to representatives of Lazard.

Also on December 8, 2020, the RigNet board of directors held a meeting with representatives from Lazard, Stifel and Baker Botts present. Members of the Strategic Review Committee updated the RigNet board of directors on the status of negotiations with Viasat and the outcome of the Intelie process. Representatives of Lazard and Stifel discussed preliminary financial analyses with the RigNet board of directors. Representatives of Baker Botts refreshed the RigNet board of directors on their fiduciary duties under Delaware law with respect to a transaction with Viasat.

Over the next several days, Mr. Browning and Mr. Dodd held calls to discuss various open points in the merger agreement and potential timing for execution of a transaction. Mr. O’Hara joined certain of these calls to discuss compensation-related actions under consideration by the compensation committee of the RigNet board of directors since the parties entered into the exclusivity agreement.

On December 10, 2020, members of Viasat management held a meeting with representatives of LionTree and Latham & Watkins in attendance. Members of Viasat management and representatives of Latham & Watkins

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provided the group with an update on the current status of the proposed transaction and related documentation and due diligence matters. Representatives of LionTree provided further updated financial analyses with respect to the proposed transaction.

On December 12, 2020, Mr. Pickett spoke with Viasat’s Vice President, Global Mobility, Doug Abts, regarding the open business points in connection with the transaction, including the appropriate allocation of antitrust risk, closing conditions relating to telecommunications regulatory approvals, the size of the termination fee payable by RigNet in certain circumstances and the sharing of financial results for the months of October through November between the parties. Mr. Pickett and Mr. Abts agreed to continue working with their respective teams to resolve the remaining open points.

On December 13, 2020, representatives of Viasat, Latham & Watkins, LionTree, RigNet, Baker Botts and Lazard held a telephonic meeting. At the meeting, the parties discussed certain key terms of the merger agreement and expected timing for signing definitive documents. On December 14, 2020, the exclusivity period expired.

During the period from December 13, 2020 through December 18, 2020, representatives of Viasat, Latham & Watkins, LionTree, RigNet, Baker Botts and Lazard continued to discuss and negotiate certain key terms of the merger agreement, including required antitrust approvals and efforts obligations, required communications consents and certain telecommunications regulatory and intellectual property matters.

On December 18, 2020, the Strategic Review Committee met to discuss the status of negotiations regarding the proposed transaction with Viasat, including matters relating to required antitrust approvals and consents to transfer communications licenses. The Strategic Review Committee also discussed the exchange ratio in light of the recent trading performance of the parties. After discussions with RigNet management and representatives of each of Lazard, and Baker Botts, the Strategic Review Committee authorized Messrs. Browning and Pickett to, among other things, propose an approach to antitrust approvals and consents to transfer communications licenses consistent with the Strategic Review Committee’s discussions.

Later that day, Mr. Browning spoke with Mr. Dodd about the open points in the merger agreement. During that conversation, Mr. Browning and Mr. Dodd also discussed RigNet’s ability to grant employees ordinary course incentive awards while the transaction was pending and reached an agreement regarding RigNet’s ability to seek certain waivers under its credit facility, if necessary, while the transaction was pending.

On December 18, 2020, the Viasat board of directors held a meeting with members of Viasat’s senior management and representatives of Latham & Watkins and LionTree in attendance. Representatives of LionTree provided financial analyses and representatives of Latham & Watkins and Viasat in-house legal counsel reviewed the transaction documentation and related matters. Representatives of Latham & Watkins and Viasat in-house legal counsel also reviewed the directors’ fiduciary duties in respect of the proposed transaction. Following a thorough review and consideration of the relevant factors, the Viasat board unanimously determined that the merger agreement, which was substantially in the final form executed by the parties, and the transactions contemplated thereby were fair to, advisable and in the best interests of Viasat and its stockholders.

Following the Viasat board meeting, in-house legal counsel at Viasat and RigNet discussed the open points in the merger agreement and confirmed the understanding on items agreed in the earlier conversations between Mr. Browning and Mr. Dodd. Later that evening, representatives of Baker Botts sent Latham & Watkins a revised draft of the merger agreement reflecting Mr. Browning’s proposal on antitrust and communications consent matters and reflecting the items agreed between Messrs. Browning and Dodd.

On December 19, 2020, the RigNet board of directors held a meeting with representatives of Lazard, Stifel and Baker Botts to receive an update on the transaction. The members of the Strategic Review Committee briefed the full RigNet board of directors on the progress of the negotiations and the key business terms. Representatives of Lazard reviewed the key financial terms of the proposed transaction, representatives of Stifel discussed their

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valuation analyses and representatives of Baker Botts discussed the key terms of the merger agreement and the remaining open items. The RigNet board of directors also discussed the exchange ratio in light of the recent trading performance of the parties. The members of the compensation committee of the RigNet board of directors also updated the full RigNet board of directors on the discussions they had with Viasat regarding compensation matters relating to a potential transaction, which matters are further described below under “Interests of RigNet Directors and Executive Officers in the Merger.” Later in the day, Latham & Watkins sent a revised draft of the merger agreement to Baker Botts.

On the morning of December 20, 2020, the Strategic Review Committee held a meeting to review the final terms of the proposed transaction with Viasat. After discussions with RigNet management and representatives of Baker Botts, Stifel and Lazard, the Strategic Review Committee formally recommended the transaction for approval by the RigNet board of directors. That same morning, the compensation committee of the RigNet board of directors held a meeting to formally recommend the applicable compensation actions in connection with the proposed transaction with Viasat to the RigNet board of directors.

Following the meetings of the Strategic Review Committee and the compensation committee of the RigNet board of directors, the RigNet board of directors held a meeting with members of RigNet’s senior management and representatives of Stifel, Lazard and Baker Botts in attendance. The members of the Strategic Review Committee discussed their recommendation with the full RigNet board of directors. Representatives of Baker Botts reviewed final updates to the transaction documentation as well as the directors’ fiduciary duties in respect of the proposed transaction. Representatives of Lazard reiterated the key financial terms of the proposed transaction. Representatives of Stifel then presented its financial analysis and delivered Stifel’s oral opinion, which was confirmed by delivery of a written opinion dated December 20, 2020, to the effect that, as of such date and based upon and subject to the various assumptions, qualifications and limitations upon the review undertaken by Stifel in preparing its opinion, the exchange ratio was fair, from a financial point of view, to holders of RigNet common stock (other than the excluded shares). Following a thorough review and consideration of the relevant factors, the RigNet board of directors unanimously determined that the merger agreement and the transactions contemplated thereby were fair to, advisable and in the best interests of RigNet and its stockholders and recommended that the stockholders of RigNet vote to adopt the merger agreement and the transactions contemplated thereby. The RigNet board of directors also approved certain compensation actions in connection with the proposed transaction with Viasat.

Later on December 20, 2020, following the approval of the merger agreement and the merger by the Viasat board of directors and the RigNet board of directors, Viasat and RigNet finalized and executed the merger agreement, and on the morning of December 21, 2020, prior to the opening of trading, issued press releases announcing that they had entered into the merger agreement.

Viasat’s Reasons for the Merger

At a special meeting held on December 18, 2020, the Viasat board of directors unanimously: (a) determined that the terms of the merger agreement and the merger are fair to and in the best interests of Viasat and its stockholders; and (b) approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, each on the terms and subject to the conditions set forth in the merger agreement.

As described under “—Background of the Merger,” in evaluating the merger agreement and the transactions contemplated thereby, including the merger, the Viasat board of directors held a number of meetings and consulted with Viasat senior management and its outside legal and financial advisors. In reaching its decision to approve the merger agreement, Viasat considered a number of factors, including but not limited to the following (which are not necessarily presented in order of their relative importance to Viasat):

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Viasat weighed these advantages and opportunities against a number of potentially negative factors in its deliberations concerning the merger agreement and the merger, including:

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Viasat considered all of these factors as a whole and, on balance, concluded that the potential benefits of the merger outweighed the risks and uncertainties of the merger.

As of the date of this proxy statement/prospectus, Viasat directors and executive officers do not have interests in the merger that are different from, or in addition to, the interests of other Viasat stockholders generally.

The foregoing discussion of the information and factors that Viasat considered is not intended to be exhaustive, but rather is meant to include the material factors that Viasat considered. The Viasat board of directors collectively reached the conclusion to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement in light of the various factors described above and other factors that the members of the Viasat board of directors believed were appropriate. In view of the complexity and wide variety of factors, both positive and negative, that Viasat considered in connection with its evaluation of the merger, the Viasat board of directors did not find it practical, and did not attempt, to quantify, rank or otherwise assign relative or specific weights or values to any of the factors it considered in reaching its decision and did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Viasat board of directors. In considering the factors discussed above, individual directors may have given different weights to different factors.

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It should be noted that this explanation of the reasoning of the Viasat board of directors and certain information presented in this section is forward-looking in nature and should be read in light of the factors discussed under “Cautionary Statement Regarding Forward-Looking Statements.”

Recommendation of the RigNet Board of Directors; RigNet’s Reasons for the Merger

On December 20, 2020, the RigNet board of directors unanimously determined (a) to approve and declare advisable the merger agreement, the execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated by the merger agreement, including the merger, (b) to submit the merger agreement to a vote of the holders of RigNet common stock and (c) to recommend adoption of the merger agreement by the holders of shares of RigNet common stock. The RigNet board of directors unanimously recommends that holders of RigNet common stock vote “FOR” the merger proposal and “FOR” the compensation advisory proposal and “FOR” the adjournment proposal.

In the course of reaching its determinations and recommendations, the RigNet board of directors consulted with RigNet’s senior management and its outside legal counsel and financial advisors and considered several potentially positive factors that weighed in favor of the merger, including the following (not necessarily presented in order of relative importance):

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The RigNet board of directors also considered and balanced against the potentially positive factors a number of uncertainties, risks and other countervailing factors in its deliberations concerning the merger and the merger agreement, including the following (not necessarily in order of relative importance):

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