Collateral.The Notes are secured on a first-priority basis, equally and ratably with the indebtedness under the Revolving Credit Facility, by liens on substantially all of Viasat’s assets (the “Collateral”), subject to certain exceptions and permitted liens.
Redemption. Viasat may redeem the Notes, in whole or in part, at any time on or after April 15, 2022 at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to the date of redemption. Prior to April 15, 2022 Viasat may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount thereof plus a “make-whole” premium, plus accrued and unpaid interest, if any, to the date of redemption. In addition, prior to April 15, 2022, Viasat may redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds from specified equity offerings at the redemption price set forth in the Indenture; however, Viasat may only make these redemptions if at least 50% of the aggregate principal amount of the Notes issued under the Indenture remains outstanding after such redemptions. Viasat is not required to make any mandatory redemption or sinking fund payments with respect to the Notes.
If a “Change of Control Triggering Event” occurs (as defined in the Indenture), each holder of Notes may require Viasat to repurchase all or a portion of such holder’s Notes at a purchase price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to the date of purchase.
Covenants. The Indenture contains covenants limiting Viasat’s and its restricted subsidiaries’ ability to, among other things incur, assume or guarantee additional debt; issue redeemable stock and preferred stock; pay dividends, make distributions or redeem or repurchase capital stock; prepay, redeem or repurchase debt that is junior in right of payment to the Notes; make loans and investments; grant or incur liens; restrict dividends, loans or asset transfers from restricted subsidiaries; sell or otherwise dispose of assets, including capital stock of subsidiaries; enter into transactions with affiliates; reduce Viasat’s satellite insurance; and consolidate or merge with, or sell substantially all of their assets to, another person.
Events of Default. Subject to the terms and conditions of the Indenture, each of the following, among other events, constitutes an event of default under the Indenture (after the expiration of the applicable grace periods specified therein): (1) failure by Viasat to pay interest or premium, if any, on, or the principal of, the Notes when due; (2) failure by Viasat or any of its restricted subsidiaries to comply with the covenants in the Indenture; (3) default by Viasat or any of its restricted subsidiaries under any mortgage, indenture or instrument securing or evidencing indebtedness with an aggregate principal amount in excess of $50.0 million with respect to a default in the payment of principal, interest or premium when due or where such default results in the acceleration of such indebtedness; (4) failure of Viasat or any of its significant subsidiaries to satisfy certain final judgments when due; (5) certain bankruptcy events; (6) the Guarantee of a Guarantor in certain circumstances ceasing to be in full force and effect, being declared null and void in a judicial proceeding or being denied or disaffirmed by such Guarantor; and (7) a security interest with respect to any Collateral having a fair market value in excess of $50.0 million, individually or in the aggregate, in certain circumstances ceasing to be in full force and effect or the assertion by Viasat or a Guarantor that any such security interest is invalid or unenforceable. Upon the occurrence of an event of default under the Indenture, the principal and accrued interest under the Notes then outstanding may be declared due and payable, subject to certain limitations.
Securities Laws. The Notes were issued through a private placement to qualified institutional buyers pursuant to Rule 144A and tonon-U.S. persons outside the U.S. in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been registered under the Securities Act, are subject to restrictions on transfer and may only be offered or sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act. This Current Report onForm 8-K does not constitute an offer to sell or buy securities, or the solicitation of an offer to sell or buy any securities.
