12670 High Bluff Drive
San Diego, California 92130
Tel: +1.858.523.5400 Fax: +1.858.523.5450
|FIRM / AFFILIATE OFFICES|
April 26, 2022
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street N.E.
Washington, D.C. 20549
|Attn:||Beverly Singleton, Staff Accountant|
|Jean Yu, Staff Accountant|
|Bradley Ecker, Staff Attorney|
|Asia Timmons-Pierce, Special Counsel|
|Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A|
|Filed March 18, 2022|
|File No. 000-21767|
Ladies and Gentlemen:
We are in receipt of the Staffs letter dated April 1, 2022 with respect to the above-referenced Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the Preliminary Proxy Statement). We are responding to the Staffs comments on behalf of Viasat, Inc. (Viasat or the Company) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR an Amendment No. 2 to the Preliminary Proxy Statement (the Amended Preliminary Proxy Statement) responding to the Staffs comments and updating the Preliminary Proxy Statement.
The Companys responses set forth in this letter are numbered to correspond to the numbered comments in the Staffs letter. All terms used but not defined herein have the meanings assigned to such terms in the Amended Preliminary Proxy Statement. For ease of reference, we have set forth the Staffs comments and the Companys response for each item below.
Inmarsat Managements Discussion and Analysis of Financial Condition and Results of Operations Year Ended December 31, 2020 vs. Successor Period, Predecessor Period, and Pro Forma Year Ended December 31, 2019, page 97
We note your revisions made in response to our prior comment number 11. However, please be advised that pro forma discussions based upon Article 11 of Regulation S-X should not be presented with the discussion of historical financial statements required by Item 303(b) of Regulation S-K. In this regard, we note you have included the pro forma results within the same paragraph discussion of the historical periods. As such, please revise your discussion to separately compare the historical results of the respective successor and predecessor periods ended December 31, 2020, 2019 and 2018, from your supplemental discussion of the pro forma results.
April 26, 2022
Viasats Response: The Company acknowledges the Staffs comment and has revised pages 98 to 104 of the Amended Preliminary Proxy Statement accordingly.
We note your disclosure throughout your proxy statement that the proposed transaction with Inmarsat is subject to certain regulatory approvals. Please update your disclosure where applicable to reflect whether such regulatory approvals have been obtained and under what conditions, if any.
Viasats Response: The Company acknowledges the Staffs comment and has revised pages 18, 19, 23 and 83 of the Amended Preliminary Proxy Statement accordingly.
Any comments or questions regarding the foregoing should be directed to the undersigned at (858) 523-5407. Thank you in advance for your cooperation in connection with this matter.
|Very truly yours,|
|/s/ Craig M. Garner|
Craig M. Garner
of LATHAM & WATKINS LLP
Richard Baldridge, Viasat, Inc.
Robert Blair, Viasat, Inc.
Shawn Duffy, Viasat, Inc.
Ann Buckingham, Latham & Watkins LLP