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).
Item 8.01. Other Events.
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.
(d) Exhibits
Exhibit Description of
Number Exhibit
99.1 Press Release, dated January 3, 2023, issued by Viasat, Inc.
99.2 Unaudited Pro Forma Financial Information of Viasat, Inc.
104 Cover Page Interactive Data File (embedded with the Inline XBRL
document)
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
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Transaction, including in circumstances requiring Viasat to pay a termination
fee; and other factors affecting the communications industry generally. 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 and such reports that are subsequently
filed with the SEC. 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.
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