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United States securities and exchange commission logo
May 9, 2022
Robert Blair
General Counsel
VIASAT INC
6155 El Camino Real
Carlsbad, California 92009
Re: VIASAT INC
Amendment No. 2 to
Preliminary Proxy Statement on Schedule 14A
Filed April 26,
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.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Prospectus Summary
Regulatory Matters, page 18
1. We note your disclosure
that you "have also filed applications for regulatory approvals
and clearances in
various other jurisdictions, including Australia, Brazil, Israel, Nigeria,
Russia, Saudi Arabia,
Spain and the United Kingdom." Please expand your disclosure to
discuss the material
regulatory approvals and clearances that you are required to obtain.
Independent Auditor's Report, page F-2
2. Refer to the second
paragraph under the Opinion section. Please have your auditors also
disclose the opinion
rendered with regards to the results of operations and cash flows for
the years ended
December 31, 2021 and December 31, 2020. The current disclosure only
covers the results of
operations and cash flows for the period from incorporation (March
15, 2019) to December
31, 2019, and for the Predecessor Company for the period January
Robert Blair
VIASAT INC
May 9, 2022
Page 2
1, 2019 to December 3, 2019. Please revise or advise.
General
3. We note your response to our prior comment 2 and reissue. Please
update your disclosure
where applicable to reflect the regulatory undertakings agreed upon
with the UK
Government's Department for Business, Energy and Industrial Strategy
(BEIS) in
connection with the proposed combination. In this regard, we note your
Proxy Materials
filed on March 21, 2022.
4. Please revise your filing, as applicable, to provide more specific
disclosure related to the
direct or indirect impact that Russia's invasion of Ukraine and the
international response
have had or may have on your business. For additional guidance, please
see the Division
of Corporation Finance's Sample Letter to Companies Regarding
Disclosures Pertaining to
Russia s Invasion of Ukraine and Related Supply Chain Issues, which
is available on the
Commission s website.
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,
Assistant Chief 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 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
May 9, 2022 Page 2 Office of
Manufacturing
FirstName LastName