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| VSAT > SEC Filings for VSAT > Form 8-K on 11-Mar-2009 | All Recent SEC Filings |
11-Mar-2009
Entry into a Material Definitive Agreement
On March 5, 2009, ViaSat, Inc. entered into a contract for launch services ("ILS
Launch Contract") with ILS International Launch Services, Inc. ("ILS"), a U.S.
based launch services provider, for the launch of ViaSat's high capacity
ViaSat-1 satellite. Under the ILS Launch Contract, a Russian built Proton rocket
provided by ILS will launch the ViaSat-1 satellite to geostationary transfer
orbit from the Baikonur Space Center in Kazakhstan. The total price for the
launch under the ILS Launch Contract is expected to be approximately
$80 million, subject to certain adjustments. Under the terms of the Beam Sharing
Agreement dated January 11, 2008 ("Loral Beam Sharing Agreement") between ViaSat
and Loral Space & Communications, Inc. ("Loral"), Loral is obligated to
reimburse ViaSat for 15% of the payments due under the ILS Launch Contract (and
ViaSat will remain responsible for the remaining 85% of the payments). The
amounts due under the ILS Launch Contract are payable in periodic installments
from the date of execution of the ILS Launch Contract through the launch of the
ViaSat-1 satellite, with a substantial majority payable during the final 12
months prior to launch. Although the ViaSat-1 launch date is projected to occur
in early 2011, ViaSat may request the postponement or advancement of the launch
for a period of up to 18 months. ViaSat also has the right to terminate the ILS
Launch Contract for any reason with notice to ILS and the payment of a
termination fee in an amount that would be based upon the date ViaSat exercises
its termination right.
ViaSat is currently in discussions with Arianespace regarding the potential
amendment of its previously reported $108 million launch services agreement
dated November 12, 2008 ("Arianespace Launch Agreement") in order to provide
ViaSat the option to apply all or a portion of the $4.6 million previously paid
by ViaSat under the Arianespace Launch Agreement toward a future satellite
launch, if needed. Based on the outcome of such discussions with Arianespace
(which are expected to conclude by the end of April 2009), ViaSat may incur
penalties or termination charges above the amounts previously paid to
Arianespace associated with an amendment or termination of the Arianespace
Launch Contract. Inclusive of any potential penalties or other termination costs
payable to Arianespace, ViaSat's net cost savings resulting from the use of ILS
in lieu of Arianespace for the ViaSat-1 launch services are expected to be
approximately $20 million.
The foregoing descriptions of the ILS Launch Contract, the Arianespace Launch
Agreement, and the Loral Beam Sharing Agreement do not purport to be complete
and are qualified in their entirety by reference to the Contract for Launch
Services dated March 5, 2009 between ViaSat and ILS, the Launch Services
Agreement dated November 12, 2008 between ViaSat and Arianespace, which is
attached as Exhibit 10.1 to ViaSat's Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission on February 11, 2009 and incorporated
herein by reference, and the Beam Sharing Agreement dated January 11, 2008
between ViaSat and Loral which is attached as Exhibit 10.2 to ViaSat's Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on
February 6, 2008 and incorporated herein by reference.
This report 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 the industries in
which we operate and the beliefs and assumptions of our management. Readers are
cautioned that these forward-looking statements are only predictions and are
subject to risks, uncertainties and assumptions that are difficult to predict.
Factors that could cause the actual outcome to differ from these forward-looking
statements include: delays incurred or other problems with the manufacture of
the ViaSat-1 satellite; delays incurred or other problems with the launch of the
ViaSat-1 satellite; our ability to successfully amend the Arianespace Launch
Agreement; changes in government regulations; changes in economic conditions
globally and in the satellite market in particular; and other factors affecting
the satellite industry generally. In addition, ViaSat refers you to the risk
factors identified in our most recent reports on Forms 10-K, 10-Q and 8-K, and
our other filings with the Securities and Exchange Commission. Therefore, actual
results may differ materially and adversely from those expressed in any
forward-looking statements. We undertake no obligation to revise or update any
forward-looking statements for any reason.
Item 1.02 Termination of a Material Definitive Agreement.
The information provided in Item 1.01 above is incorporated herein by reference.
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