Viasat, Inc. entered into a definitive agreement to acquire Inmarsat Group Holdings Limited from Apax Partners LLP, Warburg Pincus LLC, Canada Pension Plan Investment Board, Ontario Teachers' Pension Plan Board and others for $7.4 billion
As on October 18, 2022, Australian Government's Foreign Investment Review Board approved the transaction. The transaction is subject to the approval of Viasat stockholders, the receipt of certain regulatory approvals and clearances and the satisfaction of other customary closing conditions. The transaction has been unanimously approved by the boards of directors of both Viasat and Inmarsat. The Baupost Group, L.L.C., Viasat's largest shareholder, has agreed to vote in favor of the transaction. As of April 26, 2022, Viasat issued proxy statement to its shareholders with the intent to call general meeting of the shareholders for obtaining transaction approval. As of June 21, 2022, the transaction is approved by the shareholders of Viasat at its Special Meeting of Stockholders. The transaction is expected to close in the second half of calendar year 2022. The combined company's revenue and earnings profile is expected to be more diverse, resilient and global. Viasat estimates that the combined company has the potential for mid-teens percentage revenue and Adjusted EBITDA growth with a fully funded path to positive free cash flow, with upside from new IoT applications and greater utilization of global space assets. As of September 16, 2022, the transaction is approved by UK Government under the National Security & Investment Act. As of October 6, 2022, CMA decided to proceed to Phase 2 review on this transaction.
PJT Partners and BofA Securities, Inc. acted as financial advisors to Viasat. PJT Partners acted as fairness opinion provider to the board of directors of Viasat. Latham & Watkins LLP and Linklaters acted as legal advisors to Viasat. Barclays, J.P. Morgan Securities plc and Trinity Advisers acted as financial advisors to Inmarsat. Kirkland & Ellis, Clifford Chance and Steptoe & Johnson LLP acted as legal advisors to Inmarsat and its majority shareholders. Cahill Gordon & Reindel LLP acted as legal advisor to Viasat, Inc. Rory Mullarkey, Stuart Boyd and Jacob Traff of Kirkland & Ellis International LLP. MacKenzie Partners, Inc. acted as proxy solicitor to Viasat. Viasat will pay a fee of $25,000 to MacKenzie Partners for their services as proxy solicitor. Viasat will pay a $4 million opinion fee to PJT Partners and upon the consummation of the transaction, PJT Partners will receive a transaction fee of $24 million for advisory services.