Item 7.01. Regulation FD Disclosure.
On October 20, 2009, ViaSat issued a press release pursuant to Rule 135c
under the Securities Act of 1933, as amended (the "Securities Act") regarding
the pricing of an offering of $275 million in aggregate principal amount of
senior unsecured notes due 2016 (the "Notes") through a private placement to
qualified institutional buyers in the United States pursuant to Rule 144A under
the Securities Act and outside the United States pursuant to Regulation S under
the Securities Act.
In connection with the offering of the Notes, ViaSat disclosed to prospective
investors that it is also exploring long-term financing options.
ViaSat is furnishing the information contained in this Current Report on Form
8-K pursuant to Item 7.01 in the event such information could be required to be
disclosed by Regulation FD. In accordance with General Instruction B.2 of Form
8-K, the information furnished in this Current Report on Form 8-K pursuant to
Item 7.01 shall not be incorporated by reference into any filing of the
registrant, whether made before or after the date hereof, regardless of any
general incorporation language in such filing, unless expressly incorporated by
specific reference into such filing. The information in this item shall not be
deemed to be "filed" for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2)
of the Securities Act.
The information furnished in this Current Report on Form 8-K pursuant to Item
7.01 is summary information that is intended to be considered in the context of
ViaSat's SEC filings and other public announcements that ViaSat may make, by
press release or otherwise, from time to time. ViaSat disclaims any intention to
revise or update the information furnished in this Current Report on Form 8-K
pursuant to Item 7.01, although ViaSat may do so from time to time as its
management believes is warranted. Any such updating may be made through the
furnishing or filing of other reports or documents with the SEC, through press
releases or through other public disclosure.
Item 8.01. Other Events.
On October 20, 2009, ViaSat, Inc. issued a press release pursuant to
Rule 135c under the Securities Act regarding the pricing of an offering of
$275 million in aggregate principal amount of Notes to be issued through a
private placement to qualified institutional buyers in the United States
pursuant to Rule 144A under the Securities Act and outside the United States
pursuant to Regulation S under the Securities Act. The Notes will have an
interest rate of 8.875% per annum and will be issued at a price equal to 98.757%
of their face value.
Neither the press release nor this Current Report on Form 8-K constitutes an
offer to sell or the solicitation of an offer to buy securities. Any offers of
the securities will be made only by means of a private offering memorandum. The
Notes have not been registered under the Securities Act, and may not be offered
or sold in the United States except pursuant to an effective registration
statement or an exemption from the registration requirements of the Securities
Act and applicable state laws.
In accordance with Rule 135c(d) under the Securities Act, a copy of the press
release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description of Exhibit
99.1 Press Release dated October 20, 2009 issued by ViaSat, Inc.
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