1585 Broadway
New York, NY 10036
One Bryant Park
New York, NY 10036
Eleven Madison Avenue
New York, NY 10010
and the several Underwriters named in
Schedule II hereto
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12300 Liberty Blvd
Englewood, CO 80112
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3400 International Drive NW
Washington, DC 20008
2121 Cooperative Way
Herndon, VA 20171
2951 28th St., Suite 1000
Santa Monica, CA 90405
2951 28th St., Suite 1000
Santa Monica, CA 90405
2951 28th St., Suite 1000
Santa Monica, CA 90405
2951 28th St., Suite 1000
Santa Monica, CA 90405
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Very truly yours, VIASAT, INC. | ||||
By: | /s/ Keven K. Lippert | |||
Name: | Keven K. Lippert | |||
Title: | Vice President, General Counsel and Secretary |
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LIBERTY SATELLITE, LLC | ||||
By: | /s/ Laura Baldi | |||
Name: | Laura Baldi | |||
Title: | VP Finance |
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INTELSAT USA SALES CORP. | ||||
By: | /s/ Hank Courson | |||
Name: | Hank Courson | |||
Title: | VP & Treasurer Intelsat Corporation Acting Under Delegated Authority |
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NATIONAL RURAL TELECOMMUNICATIONS COOPERATIVE | ||||
By: | /s/ Bernard R. Phillips III | |||
Name: | Bernard R. Phillips III | |||
Title: | CEO & President |
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SPECIAL VALUE OPPORTUNITIES FUND, LLC SPECIAL VALUE EXPANSION FUND, LLC SPECIAL VALUE CONTINUATION PARTNERS, LP TENNENBAUM OPPORTUNITIES PARTNERS V, LP By: Tennenbaum Capital Partners, LLC Its: Investment Manager | ||||
By: | /s/ Hugh Steven Wilson | |||
Name: | Hugh Steven Wilson | |||
Title: | Managing Partner |
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Accepted as of the date hereof Morgan Stanley & Co. Incorporated Merrill Lynch, Pierce, Fenner & Smith Incorporated Credit Suisse Securities (USA) LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto By: Morgan Stanley & Co. Incorporated | ||||
By: | /s/ Ethan J. Sawyer | |||
Name: | Ethan J. Sawyer | |||
Title: | Executive Director | |||
By: Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||||
By: | /s/ Chris Mead | |||
Name: | Chris Mead | |||
Title: | Managing Director | |||
By: Credit Suisse Securities (USA) LLC | ||||
By: | /s/ Eric Federman | |||
Name: | Eric Federman | |||
Title: | Managing Director | |||
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Number of | ||||
Firm Shares | ||||
Selling Stockholder | To Be Sold | |||
Liberty Satellite, LLC | 1,599,315 | |||
Intelsat USA Sales Corp. | 561,073 | |||
National Rural Telecommuncations Cooperative | 391,090 | |||
Special Value Opportunities Fund, LLC | 276,808 | |||
Tennenbaum Opportunities Partners V, LP | 173,168 | |||
Special Value Continuation Partners, LP | 154,497 | |||
Special Value Expansion Fund, LLC | 116,776 | |||
Total: | 3,272,727 | |||
Schedule I-1
Number of | ||||
Firm Shares | ||||
Underwriter | To Be Purchased | |||
Morgan Stanley & Co. Incorporated | 1,782,600 | |||
Merrill Lynch, Pierce, Fenner and Smith Incorporated | 1,782,600 | |||
Credit Suisse Securities (USA) LLC | 1,596,000 | |||
Barclays Capital Inc. | 396,000 | |||
Needham & Company, LLC | 396,000 | |||
Stephens Inc. | 46,800 | |||
Total: | 6,000,000 | |||
Schedule II-1
1. | Preliminary Prospectus issued March 22, 2010 | |
2. | The Final Term Sheet on pages III-2 and III-3 of this Schedule III |
Schedule III-1
6,000,000 Shares of Common Stock
Issuer: | ViaSat, Inc. | |
Symbol: | VSAT (Nasdaq) | |
Size: | $201,000,000 | |
Shares offered by ViaSat, Inc.: | 2,727,273 shares of common stock | |
Shares offered by the selling shareholders: | 3,272,727 shares of common stock | |
Over allotment option by ViaSat, Inc.: | 446,689 shares of common stock | |
Over allotment option by selling shareholders: | 453,311 shares of common stock | |
Price to public: | $33.50 per share | |
Trade date: | March 25, 2010 | |
Closing date: | March 31, 2010 | |
CUSIP No.: | 92552V100 | |
Bookrunners: | Morgan Stanley & Co. Incorporated BofA Merrill Lynch Credit Suisse Securities (USA) LLC | |
Co-Managers | Barclays Capital Needham & Company, LLC Stephens Inc. |
Schedule III-2
Schedule III-3
1585 Broadway
New York, NY 10036
One Bryant Park
New York, NY 10036
Eleven Madison Avenue
New York, N.Y. 10010-3629
Exhibit A-1-1
Exhibit A-1-2
Exhibit A-1-3
Very truly yours, | ||||
(Name) | ||||
(Address) | ||||
Exhibit A-1-4
1585 Broadway
New York, NY 10036
One Bryant Park
New York, NY 10036
Eleven Madison Avenue
New York, N.Y. 10010-3629
Exhibit A-2-1
Exhibit A-2-2
Very truly yours, | ||||
(Name) | ||||
(Address) | ||||
Exhibit A-2-3
Merrill Lynch, Pierce, Fenner and Smith Incorporated
Credit Suisse Securities (USA) LLC
as Representatives of the several Underwriters
listed in Schedule I hereto
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Exhibit B-1-1
Exhibit B-1-2
Exhibit B-1-3
Exhibit B-1-4
Exhibit B-1-5
Exhibit B-1-6
Exhibit B-1-7
Exhibit B-1-8
Merrill Lynch, Pierce, Fenner and Smith Incorporated
Credit Suisse Securities (USA) LLC
as Representatives of the several Underwriters
listed inSchedule I hereto
1585 Broadway
New York, New York 10036
Exhibit B-1-9
• | the Registration Statement, at the time it became effective on March 22, 2010, including the information deemed to be a part of the Registration Statement pursuant to Rule 430B under the Act (together with the Incorporated Documents at that time), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; | ||
• | the Preliminary Prospectus, as of 10:00 p.m. Eastern time on March 25, 2010 (together with the Incorporated Documents at that date), when taken together with the information set forth in the Pricing Information Annex, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or | ||
• | the Prospectus, as of its date or as of the date hereof (together with the Incorporated Documents at those dates), contained or contains an untrue statement of a material fact or omitted or omits to state a |
Exhibit B-1-10
material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; |
Exhibit B-1-11
UNDERWRITING AGREEMENT
March [•], 2010
Exhibit B-2-1
Exhibit B-2-2
Exhibit B-2-3
By: | ||||
Name: | Keven K. Lippert | |||
Title: | Vice President, General Counsel and Secretary |
Exhibit B-2-4
Exhibit B-2-5
Exhibit B-2-6
Exhibit B-2-7
Exhibit B-2-8
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Credit Suisse Securities (USA) LLC
as Representatives of the several Underwriters
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Re: | ViaSat, Inc. Selling Stockholder Opinion |
Exhibit B-3-1
Exhibit B-3-2
Exhibit B-3-3
Exhibit B-3-4
Exhibit B-3-5
Exhibit B-3-6
Exhibit B-3-7
1 | To be adjusted to reflect settlement mechanics. |
Exhibit B-3-8
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Credit Suisse Securities (USA) LLC
as Representatives of the several Underwriters
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Exhibit B-4-1
Exhibit B-4-2
Exhibit B-4-3
Exhibit B-4-4
1585 Broadway
New York, NY 10036
One Bryant Park
New York, NY 10036
Eleven Madison Avenue
New York, NY 10010
Schedule II to the Underwriting Agreement referred to below
Exhibit B-5-1
Exhibit B-5-2
Exhibit B-5-3
1585 Broadway
New York, NY 10036
One Bryant Park
New York, NY 10036
Eleven Madison Avenue
New York, NY 10010
Schedule II to the Underwriting Agreement referred to below
Exhibit B-5-4
Exhibit B-5-5
(i) | the Registration Statement and the Prospectus appear on their face to be appropriately responsive in all material respects to the requirements of the Act and the applicable rules and regulations of the Commission thereunder; and | ||
(ii) | nothing has come to our attention that causes us to believe that, insofar as relevant to the offering of the Shares: |
(a) | on the date of the Underwriting Agreement, the Registration Statement contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, | ||
(b) | at 10:00 P.M New York City time on March 25, 2010, the Disclosure Package contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or | ||
(c) | the Prospectus as of the date of the Underwriting Agreement or as of the date hereof contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. |
Exhibit B-5-6