8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2020

Viasat, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-21767	33-0174996
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

6155 El Camino Real

Carlsbad, California 92009

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (760) 476-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

(Title of Each Class)	(Trading Symbol)	(Name of Each Exchange on which Registered)
Common Stock, par value $0.0001 per share	VSAT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 3.02. Unregistered Sales of Equity Securities.

On July 22, 2020, Viasat, Inc. (“Viasat”) entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which Viasat sold an aggregate of 4,474,559 shares of common stock at a purchase price of $39.11 per share for aggregate gross proceeds of approximately $175.0 million (the “Offering”). The Offering closed on July 23, 2020. At closing, Viasat entered into a registration rights agreement with the investors, pursuant to which Viasat has agreed to file a registration statement to register the resale of the shares sold in the Offering.

No underwriter was involved in the Offering. The common stock was offered and sold exclusively to accredited investors, in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D. The offer and sale of the common stock was made without any general solicitation or advertising.

Item 7.01. Regulation FD Disclosure.

On July 23, 2020, Viasat issued a press release announcing the above transaction, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press Release dated July 23, 2020 issued by Viasat, Inc.
104	Cover Page Interactive Data File (embedded with the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIASAT, INC.
Date: July 23, 2020	By:	/s/ Paul Castor
	Name:	Paul Castor
	Title:	Vice President, Chief Corporate
		Counsel

EX-99.1

Exhibit 99.1

Viasat Announces $175 Million Strategic Equity Investment

CARLSBAD, Calif., July 23, 2020 – Viasat Inc. (NASDAQ: VSAT), a global communications company, today announced the closing of a $175 million common stock investment from affiliates of Intercorp, and affiliates of The Baupost Group, L.L.C. (“Baupost”), Viasat’s largest shareholder. Under the terms of the investment, the investors purchased an aggregate of 4,474,559 shares of common stock at a price of $39.11 per share, representing a premium of $1.00, or 2.6%, to Viasat’s closing share price on July 22, 2020, and a 5.1% premium to Viasat’s volume weighted average price over the 15 trading day period ending July 22, 2020.

Viasat intends to use the proceeds for general corporate purposes, which may include financing costs related to the purchase, launch and operation of satellites, potential acquisitions, joint ventures and strategic alliances, working capital or capital expenditures.

“The need for more affordable, high-quality, fast internet connectivity virtually everywhere in the world has never been more apparent than in today’s environment. We are hard at work on contributing to the solution: sustaining progress on our next-generation ViaSat-3 global constellation and expanding our geographic and market presence,” said Mark Dankberg, Viasat’s chairman and CEO. “Intercorp’s investment advances our strategic partnership throughout Central and South America, and the investment by Baupost expands our relationship with our largest shareholder.”

Additional information regarding this announcement may be found in the Form 8-K that will be filed today with the U.S. Securities and Exchange Commission.

About Viasat

Viasat is a global communications company that believes everyone and everything in the world can be connected. For more than 30 years, Viasat has helped shape how consumers, businesses, governments and militaries around the world communicate. Today, the Company is developing the ultimate global communications network to power high-quality, secure, affordable, fast connections to impact people’s lives anywhere they are—on the ground, in the air or at sea. To learn more about Viasat, visit: www.viasat.com, go to Viasat’s Corporate Blog, or follow the Company on social media at: Facebook, Instagram, LinkedIn, Twitter or YouTube.

Forward-Looking Statement

This press release contains forward-looking statements that are entitled to the protection of the safe harbors created under the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward-looking statements include statements about Viasat’s ability to capitalize on the strategic investments provided by Intercorp and/or Baupost. Readers are cautioned that actual results could differ materially and adversely from those expressed in any forward-looking statements. Factors that could cause actual results to differ include: the ability to realize the anticipated benefits of Intercorp’s or Baupost’s investment transactions; regulatory constraints in the communications industry; Viasat’s response to technological changes, increased competition and shifting market demand; contractual problems, product defects, manufacturing issues or delays, regulatory issues, and technologies not being developed according to anticipated schedules, or that do not perform according to expectations. In addition, please refer to the risk factors contained in Viasat’s SEC filings available at www.sec.gov, including Viasat’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. Viasat undertakes no obligation to update or revise any forward-looking statements for any reason.

Copyright ^© 2020 Viasat, Inc. All rights reserved. Viasat, the Viasat logo and the Viasat signal are registered trademarks of Viasat, Inc. All other product or company names mentioned are used for identification purposes only and may be trademarks of their respective owners.

Viasat, Inc. Contacts

Chris Phillips, Corporate Communications & Public Relations, +1 760-476-2322, Christina.Phillips@viasat.com June Harrison, Investor Relations, +1 760-476-2633, IR@viasat.com

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XML

Document and Entity Information	Jul. 23, 2020
Cover [Abstract]
Entity Registrant Name	VIASAT INC
Amendment Flag	false
Entity Central Index Key	0000797721
Document Type	8-K
Document Period End Date	Jul. 23, 2020
Entity Incorporation State Country Code	DE
Entity File Number	000-21767
Entity Tax Identification Number	33-0174996
Entity Address, Address Line One	6155 El Camino Real
Entity Address, City or Town	Carlsbad
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92009
City Area Code	(760)
Local Phone Number	476-2200
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	VSAT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false