| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
As previously disclosed, on October 1, 2022, Viasat, Inc., a Delaware corporation (“Viasat”), and L3Harris Technologies, Inc., a Delaware corporation (“L3Harris”), entered into an Asset Purchase Agreement, pursuant to which Viasat agreed to sell certain assets and assign certain liabilities comprising Viasat’s Link 16 Tactical Data Links business (the “Link 16 TDL Business”) to L3Harris, on and subject to the terms and conditions set forth therein. On January 3, 2023, Viasat completed the sale of the Link 16 TDL Business for approximately $1.96 billion in cash (subject to certain adjustments).
On January 3, 2023, Viasat issued a press release captioned “Viasat Completes Sale of Link 16 Tactical Data Links Business to L3Harris Technologies for $1.96 Billion.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (b) | Pro Forma Financial Information |
Unaudited pro forma financial information of Viasat, Inc. to give effect to the sale of the Link 16 TDL Business and Viasat’s pending acquisition of Connect Topco Limited (“Inmarsat” and such pending acquisition, the “Inmarsat Transaction”) is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements regarding future events that are subject to the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements are based on current expectations, estimates, forecasts and projections about Viasat’s business and the industry in which Viasat operates and the beliefs and assumptions of Viasat’s management. Viasat uses words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” variations of such words and similar expressions to identify forward-looking statements. Forward looking statements include, among others, statements that refer to the pending Inmarsat Transaction and the amount and terms of indebtedness expected to be incurred in connection therewith. Readers are cautioned that actual results could differ materially from those expressed in any forward-looking statements. Factors that could cause actual results to differ include: risks and uncertainties related to the Inmarsat Transaction and the terms of any related financing transaction; risks and uncertainties related to obtaining (or any failure to obtain) required regulatory approvals or clearances, including the risk that any such approval may result in the imposition of conditions that could adversely affect Viasat, the combined company or the expected benefits of the Inmarsat Transaction; the failure to satisfy any of the closing conditions to the Inmarsat Transaction on a timely basis or at all; any adverse impact on the business of Viasat or Inmarsat as a result of uncertainty surrounding the Inmarsat Transaction; the nature, cost and outcome of any legal proceedings related to the Inmarsat Transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement for the Inmarsat
