Introductory Note
On May 30, 2023, as previously reported, Viasat, Inc., a Delaware corporation (“Viasat”), purchased all of the issued and outstanding shares of Connect Topco Limited, a private company limited by shares and incorporated in Guernsey (“Inmarsat”), pursuant to a Share Purchase Agreement, dated as of November 8, 2021 (as amended, the “Purchase Agreement”), by and among Viasat, the shareholders of Inmarsat and the other parties thereto in exchange for (i) cash consideration equal to $550.7 million, subject to adjustments, and (ii) approximately 46.36 million unregistered shares of common stock, par value $0.0001 per share, of Viasat (“Common Shares”), upon the terms and subject to the conditions set forth therein (the “Acquisition”).
In connection with the Acquisition, simultaneously with the execution and delivery of the Purchase Agreement on November 8, 2021, Viasat, Triton LuxTopHolding SARL (“Apax”), CPP Investment Board Private Holdings (4) Inc. (“CPP”), Ontario Teachers’ Pension Plan Board (“OTPP”) and WP Triton Co-Invest, L.P. (“WP” and together with Apax, CPP and OTPP, collectively, the “Former Sellers”) entered into a Stockholders Agreement with respect to their holdings of Common Shares (the “Former Stockholders Agreement”).
Item 1.01 Entry into a Material Definitive Agreement.
New Stockholder Agreements
On May 21, 2025, Viasat entered into a separate new Stockholder Agreement with each of the Former Sellers (each, a “New Stockholder Agreement” and collectively, the “New Stockholder Agreements”) which supersede and replace the Former Stockholders Agreement.
Under each New Stockholder Agreement, so long as WP beneficially owns at least 3% of the total outstanding Common Shares and each of Apax, CPP and OTPP, respectively, beneficially owns at least 1% of the total outstanding Common Shares, each of WP, Apax, CPP and OTPP, as applicable, agrees to vote its Common Shares, subject to certain exceptions relating to significant corporate transactions, in accordance with the recommendations of the board of directors of Viasat (the “Board”). In addition, the New Stockholder Agreements impose certain transfer restrictions with respect to the Common Shares beneficially owned by each of WP, Apax, CPP and OTPP, as well as customary standstill limitations.
The foregoing description of the New Stockholder Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the New Stockholder Agreements, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
Former Stockholders Agreement
On May 21, 2025, as contemplated by the New Stockholder Agreements, the Former Stockholders Agreement was terminated. The Former Stockholders Agreement provided, among other things, that the Former Sellers had the right to appoint up to two directors to the Board based on their percentage holdings of Common Shares. In connection with the termination of the Former Stockholders Agreement, the Former Sellers no longer have such right.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2025, Andrew Sukawaty tendered his resignation from the Board and all applicable Board committees, effective immediately. Mr. Sukawaty indicated that his decision to resign from the Board was not the result of any disagreement with Viasat on any matter relating to its operations, policies or practices. Viasat expressed its gratitude to Mr. Sukawaty for his service as a director.
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