| Item 1.01. | Entry into a Material Definitive Agreement. |
On September 25, 2024, Viasat, Inc. (“Viasat”) announced the closing of an offering (the “Offering”) by Connect Finco SARL, a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 28, Boulevard F.W. Raiffeisen, L-2411, Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under B233109 (the “Luxembourg Issuer”), and Connect U.S. Finco LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “U.S. Issuer” and, together with the Luxembourg Issuer, the “Issuers”), of $1,975 million in aggregate principal amount of 9.000% senior secured notes due 2029 (the “Notes”).
The Notes were issued by the Issuers pursuant to an Indenture, dated as of September 25, 2024 (the “Indenture”), by and among the Issuers, Connect Bidco Limited, a non-cellular company incorporated under the laws of Guernsey and a subsidiary of Viasat, as a guarantor (“Connect Bidco”), the other guarantors party thereto (together with Connect Bidco, the “Guarantors”) and Wilmington Trust, National Association (“Wilmington Trust”), as trustee and notes collateral agent, which governs the terms of the Notes. A copy of the Indenture, which includes the form of the Notes, is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
A brief description of the terms of the Notes and the Indenture follows:
Interest. The Notes will bear interest at a rate of 9.000% per year, payable semi-annually in arrears in cash on March 15 and September 15 of each year, beginning on March 15, 2025. The Issuers will make each interest payment to the holders of record of the Notes on the immediately preceding March 1 and September 1.
Maturity. The Notes will mature on September 15, 2029, unless earlier redeemed or repurchased.
Ranking. The Notes and the guarantees (the “Guarantees”) are the Issuers’ and Guarantors’ general senior secured obligations and rank equally in right of payment with all of their existing and future senior indebtedness. The Notes and the Guarantees are effectively senior to the Issuer’s and Guarantors’ existing and future unsecured indebtedness to the extent of the value of the collateral securing the Issuers’ and Guarantors’ obligations under the Notes and the Guarantees owned by the Issuers or the Guarantors. The Notes and the Guarantees are pari passu with the Issuers’ and Guarantors’ existing and future obligations secured on a first-lien basis and rank senior in right of payment to the Issuers’ and Guarantors’ future subordinated indebtedness and other obligations that expressly provide for their subordination to the Notes and the Guarantees. The Notes and the Guarantees are structurally subordinated to all existing and future indebtedness of the Issuers’ subsidiaries that are not Guarantors.
Redemption. The Issuers may redeem the Notes, in whole or in part, at any time on or after September 15, 2026 at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to the date of redemption. Prior to September 15, 2026, the Issuers 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 September 15, 2026, the Issuers 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, the Issuers may only make these redemptions if at least 50% of the aggregate principal amount of the Notes originally issued under the Indenture remains outstanding after such redemptions. The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the Notes.
If a “Change of Control” occurs (as defined in the Indenture), each holder of Notes may require the Issuers 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 the Issuers’, Connect Bidco and the Issuers’ 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; and consolidate or merge with, or sell substantially all of their assets to, another person.
