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United States securities and exchange commission logo
March 9, 2022
Robert Blair
General Counsel
VIASAT INC
6155 El Camino Real
Carlsbad, California 92009
Re: VIASAT INC
Preliminary Proxy
Statement on Schedule 14A
Filed February 9,
2022
File No. 000-21767
Dear Mr. Blair:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proxy Statement Summary
The Companies, page 12
1. We note within your
Notice of Special Meeting of Stockholders that you define Connect
Topco Limited as
Inmarsat. However, Note 1 to the financial statements of Connect
Topco Limited also
defines Inmarsat plc as Inmarsat. Please clearly and consistently
define the usage of
Inmarsat within the proxy statement, including the Proxy Statement
Summary Sheet and MD&A.
Further, we note page 89 of MD&A discloses on December
4, 2019, Inmarsat,
through its wholly owned subsidiary, Connect Bidco Limited, acquired
the entire issued
ordinary share capital of Inmarsat, plc, and that Inmarsat was
incorporated on March
15, 2019. Your discussion should clearly describe the acquiring
entity and acquired
entity regarding Inmarsat, their formation dates,
relationships,
subsequent name changes and how they are referred to in the proxy
statement, including
Connect Topco Limited, Connect Bidco Limited, Inmarsat, Inmarsat
Robert Blair
FirstName LastNameRobert Blair
VIASAT INC
Comapany
March NameVIASAT INC
9, 2022
March2 9, 2022 Page 2
Page
FirstName LastName
plc and Inmarsat Group Holdings Limited.
The Transaction will involve substantial costs, page 25
2. Please provide an estimate of the expected restructuring and
integration costs.
Background of the Transaction, page 46
3. Please revise your disclosure in this section to include negotiations
relating to material
terms of the transaction, including, but not limited to, structure,
consideration, proposals
and counter-proposals, synergy estimates and termination fee. In your
revised disclosure,
please explain the reasons for the terms, each party's position on the
issues, and how you
reached agreement on the final terms.
4. We note your disclosure regarding the August 4, 2020 call with
Barclays to discuss
Barclays initial estimates of the synergies of a business
combination transaction between
Viasat and Inmarsat. Please quantify the estimate of the synergies
discussions on that call.
5. We note the equity split counter proposal discussed at the October 29,
2020 meeting and
your disclosures that the parties had a gap in their positions
regarding ownership of the
combined company. Please disclose the initial equity split proposed by
Inmarsat.
Our Board of Directors' Reasons for the Approval of the Transaction and the
Stock Issuance,
page 57
6. Please quantify the factors highlighted in this section where
applicable. For example,
please quantify the expected integration and transaction costs.
Certain Financial Forecasts, page 72
7. We note your disclosure that the financial projections reflect
estimates and assumptions.
Please revise to describe such estimates, matters and assumptions with
greater specificity
and quantify where practicable. Please disclose any other information
to facilitate investor
understanding of the basis for and limitations of these projections.
Clearly describe the
basis for projecting this growth and the factors or contingencies that
would affect such
growth ultimately materializing.
8. We note your statement on page 73 that you do not assume any
responsibility for the
accuracy of the projections or synergies estimates. While it may be
appropriate to include
qualifying language, it is not appropriate to disclaim responsibility
for disclosure in your
proxy statement. Please revise or advise.
Inmarsat Management's Discussion and Analysis of Financial Condition and
Results of
Operations,, page 89
9. Please disclose the interest rate of the senior secured bonds.
Robert Blair
FirstName LastNameRobert Blair
VIASAT INC
Comapany
March NameVIASAT INC
9, 2022
March3 9, 2022 Page 3
Page
FirstName LastName
Inmarsat Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 89
10. Refer to the table presentation of results of operations on page 90.
As the line items
Direct costs and Indirect Costs are non-IFRS measures, they should be
removed from the
selected historical results of operations under IFRS along with
related discussions to
be separately presented in the section of non-IFRS measures such as on
page 104. In this
regard, please revise the table on page 90 to include the IFRS
operating costs as shown in
the historical statements of operations along with relevant discussion
of operating costs
under IFRS. We refer you Question 102.10 of the Staff's C&DIs on
Non-GAAP Financial
Measures, issued April 4, 2018, where non-IFRS measures should be not
be given more
prominent disclosure than comparable IFRS measures. Please revise
accordingly.
Results of Operations, page 89
11. Reference is made to your presentation and discussion of the pro forma
12-month
successor period for the year ended December 31, 2019. Your pro forma
comparative
discussion should supplement rather than replace your discussion of
your historical results
of operations for the periods presented. Please be advised that pro
forma discussions based
upon Article 11 of Regulation S-X should not be presented with greater
prominence
than the discussion of historical financial statements required by
Item 303 of Regulation
S-K. In this regard, please revise your pro forma discussion to follow
the discussion of
your historical results. For example, your results for fiscal 2020
should be discussed
against changes to relevant historical successor and predecessor
periods for fiscal year
2019 followed by your pro forma discussion which may include a
discussion of your
historical fiscal 2020 results as compared to your pro forma results
of fiscal 2019. Please
revise accordingly.
Unaudited Pro Forma Combined Financial Information
Note 2. Consideration Transferred and Preliminary Estimated Purchase Price
Allocation, page
115
12. Refer to the purchase price allocation on page 116. Please revise the
allocation to
conform to the illustration presented in ASC 805-10-55-41, whereby
goodwill results in
the excess of the assets acquired over the liabilities assumed. Your
current presentation
includes goodwill within the allocation of assets acquired. In
addition, as Viasat has three
reportable segments, please disclose the amount of goodwill to be
allocated to each
segment. See ASC 805-30-50-1(e).
Note 4. Transaction accounting adjustments
Pro forma Statements of Operations Transaction Accounting Adjustments, page 118
Robert Blair
FirstName LastNameRobert Blair
VIASAT INC
Comapany
March NameVIASAT INC
9, 2022
March4 9, 2022 Page 4
Page
FirstName LastName
13. Refer to adjustment 4(j) explanation. Please expand the third sentence
to also describe that
these costs are nonrecurring. Refer to Rule 11-02(a)(11)(i) of
Regulation S-X.
Connect Topco Limited - Audited Financial Statements
Note 5. Segmental Information, page F-41
14. We note the Group has identified its global mobile satellite
communications services to
customers as the only operating segment, and that the chief operating
decision makers
("CODM"), your board of directors, reviews the Group's financial
reporting and approves
those proposals for the allocation of the Group's resources. Given
that the Group's revenue
has been categorized into four business units for which revenue has
been disclosed for
each, please tell us how you concluded that you have one operating
segment, and also tell
us whether you have aggregated these business units into one
reportable business
segment. Please describe for us the information regularly provided to
the CODM and how
frequently it is prepared and the level of information used for
budgets and budget-to-
actual comparisons. Further, tell us the titles and roles of
individuals who report to the
CODM, how often the CODM meets with their direct reports, the
financial information
the CODM reviews to prepare for these meetings, and the financial
information
discussed. Your response should address IFRS No. 8, paragraphs 5
through 13, and 22.
15. Also we note disclosure in MD&A, pages 89 and 90, that direct costs
and indirect costs
are alternative performance measures used by the directors and
management to understand
the underlying financial performance of the Inmarsat Group, and that
analyzing costs as
direct and indirect costs is how management internally reviews
performance and makes
subsequent business decisions. Please tell us and disclose the
performance measure used
by the CODM to assess financial performance of the Group's business
units, or if
applicable, the results in the aggregate. Your response should address
IFRS No. 8,
paragraphs 23, and 25 through 27.
General
16. We note that you plan to issue shares of your common stock in
connection with the
transaction if it is approved. Please advise us of the exemption from
the Securities Act that
you are relying upon and provide an analysis supporting the use of
such exemption.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Beverly Singleton, Staff Accountant, at (202) 551-3328
or Jean Yu,
Staff Accountant, at (202) 551-3305 if you have questions regarding comments on
the financial
statements and related matters. Please contact Bradley Ecker, Staff Attorney,
at (202) 551-4985,
Robert Blair
VIASAT INC
March 9, 2022
Page 5
or Asia Timmons-Pierce, Special Counsel, at (202) 551-3754 with any other
questions.
FirstName LastNameRobert Blair Sincerely,
Comapany NameVIASAT INC
Division of
Corporation Finance
March 9, 2022 Page 5 Office of
Manufacturing
FirstName LastName