EX-99.2 7 d210128dex992.htm EX-99.2 EX-99.2

Exhibit 99.2 Viasat + Inmarsat CONNEC TING THE WORLD + — N OV E M B E R 2 0 2 1


M A R K D A N K B E R G — Executive Chairman, Co-Founder R A J E E V S U R I R I C K B A L D R I D G E TODAY’S — — PA R T I C I PA N T S Chief Executive Officer Chief Executive Officer — T O N Y B A T E S S H A W N D U F F Y — — Chief Financial Officer Chief Financial Officer V I A S A T I N M A R S A T 2


S T R U C T U R E & O W N E R S H I P › Inmarsat shareholders to receive total consideration of $3,956mm, including • $850mm of cash, subject to adjustments (1) • 46.36mm newly issued unregistered Viasat shares valued at $3,106mm › Values Inmarsat at ~10x CY’21E EBITDA excluding synergies or ~9x EBITDA pro forma for annual run-rate cost synergies F I N A N C I N G & P R O F O R M A L E V E R A G E › Viasat has obtained financing commitments for $2.3bn of new debt facilities and plans to assume $2.1bn of Inmarsat (2) senior secured bonds and $1.7bn outstanding under Inmarsat’s $2.4bn of senior secured credit facilities (3) › Expected pro forma net leverage ratio at 12/31/22E of ~5.0x LTM Adj. EBITDA , declining to less than ~4x within 24 months C O N D I T I O N S & T I M I N G › Subject to approval of Viasat stockholders, the receipt of certain regulatory approvals and clearances and the satisfaction of other customary closing conditions › Expected to close in the second half of CY’22 M A N A G E M E N T & G O V E R N A N C E › Viasat to expand Board of Directors, with two new members appointed by current Inmarsat shareholders at close, including Andrew Sukawaty, current Chairman of Inmarsat › Decisions regarding combined company management roles to be made during integration planning process 3 TRANSACTION OVERVIEW —


$1.4bn $14.8/$8.3bn $4.1bn — — — (4) (5) CY’21E Adj. EBITDA Enterprise Value / CY’21E Revenue (6) Market Cap TOGETHER 19 10 45% — — — W E A R E (7) Satellites In Service Satellites Under CY’21E Government — (8) Construction Service Revenue 8K+ 90+ 2,500+ — — — (9) Global Employees Global Offices Patents 4


T R A N S A C T I O N New and better RATIONALE services for — customers, creating more choice in fragmented and highly competitive sectors Enhanced growth and innovation opportunities Increased financial through fusion of strength, supporting complementary Heritage of innovation, assets and international investors, customers resources collaboration and workforce 5


E N H A N C E D G R O W T H B R O A D B A N D A N D I OT G E N E R AT I N G P O W E R F U L I N D U S T RY TA I LW I N D S Energy Aviation Fixed Tracking & Control Analytics Government Maritime Monitoring I N D U S T RY S U R G I N G D E M A N D F O R B R O A D B A N D M U LT I - B A N D I O T O P P O R T U N I T Y D R I V E R S N E W G L O B A L O P P O R T U N I T I E S R A P I D LY E V O LV I N G T E C H N O L O G Y • • • • Multi-Orbit, Improved Small, Low- Digital Land Security Multi-Band Performance, Cost User Inclusion Mobility Networks Latency, Terminals Density 6


E N H A N C E D G R O W T H U N L O C K I N G N E W O P P O R T U N I T I E S F O R E X PA N D E D S E R V I C E S ( $ I N B I L L I O N S ) G O V E R N M E N T P R E M I U M S E R V I C E S 2020 A 2030 E US DoD US DoD US Gov. Internet of US DoD International ( 1 0 ) ( 1 0 ) $81 ~$130 Comms Cyber Cyber Battlefield Command & MILCOM & Cyber +5% CAGR Things Control M O B I L E P R E M I U M S E R V I C E S 2020 A 2030 E Connected Commercial Business Value Added Connected ( 1 1 ) ( 1 1 ) Maritime $36 ~$108 Trains & Air Aviation Services Cars +12% CAGR Buses F I X E D & E N T E R P R I S E P R E M I U M S E R V I C E S 2020 A 2030 E ( 1 2 ) ( 1 2 ) Energy Enterprise Ground IoT Cybersecurity $218 ~$445 Segment +7% CAGR C O N S U M E R S E R V I C E S 2020 A 2030 E Residential Community Smart ( 1 3 ) ( 1 3 ) Small-Medium Business $650 ~$900 Internet Internet Home +3% CAGR $985 $ 1 , 5 8 3 T O TA L A D D R E S S A B L E M A R K E T +5% CAGR 7


C O M P L E M E N TA R Y A S S E T S F L E X I B L E , H Y B R I D , M U LT I - L AY E R E D N E T W O R K D R I V I N G G L O B A L C O V E R A G E T O D AY (7) Global fleet of 19 satellites › 10 Ka-band satellites › 8 L-band satellites › 1 S-band satellite L- and Ka-band capabilities can be integrated into a single global service T O M O R R O W ’ S M U LT I - O R B I T S T R AT E G Y 8 GEO satellites expected to launch in next 3 years › ViaSat-3 will be interoperable with existing Inmarsat GX network O P T I O N A L I T Y T O O P T I M I Z E F U T U R E N G S O P L A N S A C R O S S B O T H ( 1 4 ) • = I N M A R S A T 2 HEO satellites planned with polar coverage KA - B A N D A N D L - B A N D • = V I A S A T 8


C O M P L E M E N TA R Y A S S E T S S I G N I F I C A N T O P P O R T U N I T I E S F O R L - B A N D R E V I TA L I Z AT I O N A N D I N N OVAT I O N › Ideally suited for mission-critical, all-weather secure comms and connectivity for commercial and government › I-6 constellation launching soon › Ability to utilize existing Viasat technology to improve L-band assets › Potential L-band air-to-ground 5G connectivity can augment high speed, high density broadband satellite › Opportunity in IoT with small, low-cost, low-power terminals for real-time sensing and control › Spectrum holdings represent a valuable asset with significant optionality L-BAND 34 MHz 34 MHz 8.775 MHz 7.775 MHz (1.5-1.6 (15) GHz) Inmarsat Downlink GPS GPS Inmarsat Uplink Globalstar Iridium 1525 MHz 1559 MHz 1610 MHz 1618.726 MHz 1626.5 MHz 1660.5 MHz W E L L - P O S I T I O N E D T O I M P R O V E A F F O R D A B I L I T Y A N D C U S T O M E R E X P E R I E N C E 9


DRIVING GREATER CUSTOMER CHOICE — A combined Viasat and Inmarsat will be positioned to provide our customers with a compelling offering, including: › More bandwidth, more affordably at higher speeds › Global, layered multi-band resilient coverage › Global operations and support footprint with local touchpoints 10


S T R O N G S E RV I C E - C E N T R I C C Y ’ 2 1 E G O V E R N M E N T R E V E N U E B Y T Y P E R E C U R R I N G R E V E N U E GOVERNMENT V I A S AT — — • Balanced mix of product and recurring services V I A S AT revenue + I N M A R S AT • Strong relationships with allied nations • Unique portfolio of technologies to develop novel, secure, real-time communication solutions • S E R V I C E R E V E N U E • P R O D U C T R E V E N U E 11


41k+ Broadband and • Strong and diverse franchise with narrowband-enabled vessels global distribution M O B I L I T Y • Opportunity to enhance services to MARITIME existing customer base 40+ — Value-added application • Enhanced network enables service providers A L E A D E R offerings for new, underserved P O S I T I O N E D TO I N N OVAT E A N D sectors G R O W • Complementary to Viasat’s energy 1 3 0 k + business Inmarsat safety- equipped vessels 12


~ 2 . 4 k M O B I L I T Y In-Service IFC Aircraft AVIATION — ~ 2 . 9 k S C A L E A N D D I V E RS I F I C AT I O N Backlog IFC Aircraft • Broader, more diverse range of service offerings 9k • Immediate hybrid global In-Service Cockpit Comms coverage, including future polar coverage • Enhanced ability to densely 15k In-Service Business & layer bandwidth in high General Aviation Aircraft demand areas 13


M O B I L I T Y AVIATION — • 0.0 to 25.0 Geographic distribution of • 25.0 to 50.0 ~3bn annual global M ATC H I N G S U P P LY W I T H • 50.0 to 75.0 passenger minutes G LO B A L I F C D E M A N D • 75.0 to 100.0 14


A T R A C K R EC O R D O F INNOVATION Introducing new solutions focused on Accelerating customer needs: right pace of place, right time, at the innovation right price Bringing together complementary assets to deliver a network with: Increasing customer choice Creating for internet-centric additional high- services, everywhere tech jobs • lowest latency • affordable services • highest speed Enabling more • most bandwidth Improving customer efficient R&D and economics with • global coverage capital growing, value-added investments ecosystems 15


H E R I TA G E O F I N T E R N AT I O N A L COOPERATION › Heritage of international aviation and maritime safety yields — responsibility and opportunity › Furthers Viasat’s corporate commitment to space sustainability and peaceful cooperation among nations › As a result of the combination, Viasat intends to: • Grow investment in U.K. space communications • Support the recently published National Space Strategy • Bring additional space capabilities and long term, highly skilled engineering and related jobs • Preserve and grow Inmarsat’s London headquarters, as well as its footprint in Australia and Canada and across Europe, the Middle East, Africa and Asia Pacific 16


FINANCIAL OV E RV I E W — 17


F O U N D AT I O N F O R S U S TA I N E D F U T U R E G R O W T H — (16) Mid-teens revenue growth expected to be driven by Mobility and Government, with greater diversity and resilience R E V E N U E (16) Mid-teens Adj. EBITDA growth expected to be driven by operating leverage and synergies A D J . E B I T D A Additional opportunities from revitalization of L-band assets and IoT services U P S I D E Both companies nearing end of unusually intensive capital investment cycle within next 24 - 36 months C A P E X Fully-funded path to positive free cash flow projected with significant (greater than 2x) increase vs. standalone plan F C F Strong credit profile anticipated, with rapid deleveraging C R E D I T 18


(16) D O U B L E - D I G I T R E V E N U E A N D A D J U S T E D E B I T D A G R O W T H — V I A S AT I N M A R S AT V I A S AT + I N M A R S AT C Y ’ 2 1 E ~ $ 2 . 7 b n ~ $ 1 . 3 b n ~ $ 4 . 1 b n R E V E N U E C Y ’ 2 1 E ( 4 ) ~ $ 6 0 0 m m ~ $ 7 4 0 m m ~ $ 1 . 4 b n A D J . E B I T D A C Y ’ 2 1 E ~22% ~55% ~35% E B I T D A M A R G I N ( 1 6 ) P O I S E D T O G E N E R AT E E X P E C T E D M I D - T E E N S R E V E N U E A N D A D J . E B I T D A G R O W T H 19


C O M P L E M E N TA RY, D I V E R S E A N D R E S I L I E N T P O R T F O L I O ( 1 7 ) V I A S AT I N M A R S AT C O M B I N E D C Y ’ 2 1 E R E V E N U E B Y G E O G R A P H Y • 70% N. America • 17% Europe • 10% APAC • 3% RoW V I A S AT I N M A R S AT C O M B I N E D C Y ’ 2 1 E R E V E N U E B Y A P P L I C AT I O N • 40% Government (18) • 28% Mobility • 21% Fixed Broadband • 11% Other G L O B A L C O V E R A G E , S C A L E A N D B A N D W I D T H D E N S I T Y W I T H G R E A T E R E M P H A S I S O N R E C U R R I N G , S E R V I C E S - B A S E D S O L U T I O N S 20


A N T I C I PAT E D A N N UA L R U N - R AT E S Y N E R G I E S D R I V I N G M AT E R I A L VA L U E C R E AT I O N — R E V E N U E S Y N E R G I E S C O S T S Y N E R G I E S C A P E X S Y N E R G I E S N P V › Satellite fleet $ 1 . 5 b n capital efficiencies _ (long-term) › New tiered services › Cost of goods sold, After-tax NPV › Capitalized enabled by global including shared from cost software and Line- multi-layered ground infrastructure and capex Fit / STCs (near- network coverage and internalization of synergies, term) third-party bandwidth › Revitalization of L- with upside › Increased utilization band services› Sales and marketing from rates across revenue combined synergies constellations ( 1 9 ) ( 1 9 ) M AT E R I A L ~$80mm ~$110mm $ 1 . 5 b n M E A N I N G F U L , E N D U R I N G C A P I T A L , O P E R A T I N G , A N D R E V E N U E S Y N E R G I E S E X P E C T E D T H R O U G H F U S I O N O F C O M P L E M E N T A R Y A S S E T S 21


C O M M I T T E D F I N A N C I N G O BTA I N E D F O R T R A N S A C T I O N — S E C U R E D F I N A N C I N G C O M M I T M E N T S F O R $ 2 . 3 B N AT T R A C T I V E C R E D I T P R O F I L E W I T H › Acquisition funding and expenses P L A N TO R A P I D LY D E L E V E R A G E — › Adds liquidity at closing with revolving credit facility availability › Plus $3.2bn in backstop commitments for › Diverse and resilient revenue profile across amendments required under certain of the segments and geographies companies’ existing debt agreements › Growing services revenue as a percentage of total revenue (3) P R O F O R M A V I A S AT N E T L E V E R A G E › Balance sheet grounded in integrated global network and spectrum rights, combining high- ~ 5 X throughput Ka-band with highly resilient L-band ~ 4 X › Deleveraging › Fully-funded path to positive free cash flow on expected to continue similar timeline vs. standalone plan (16) W I T H I N AT › Mid-teens Adj. EBITDA growth and strong free 2 4 M O N T H S 1 2 / 3 1 / 2 2 E cash flow conversion expected — — 22


T R A N S A C T I O N New and better RATIONALE services for — customers, creating more choice in fragmented and highly competitive sectors Enhanced growth and innovation opportunities Increased financial through fusion of strength, supporting complementary Heritage of innovation, assets and international investors, customers resources collaboration and workforce 23


Q&A — 24


Viasat + Inmarsat CONNEC TING THE WORLD +


APPENDIX — 26


(20) S TA N D A LO N E I N M A R S AT — (21) ($ in millions) CY 2020A CY 2021E Maritime $491 $503 Government 443 482 Enterprise 114 112 Aviation 178 231 Central Services and Other 14 12 Total Revenue $1,239 $1,340 % Growth 8% Adj. EBITDA (Pre-SBC) $665 $743 % Margin 54% 55% Cash Capex 288 340 27


(21) I N M A R S AT S TA N D A LO N E C A P I TA L I Z AT I O N A S O F S E P T E M B E R 3 0 , 2 0 2 1 — Standalone $ in millions Maturity Rate 9/30/21A Cash $462 Inmarsat First Lien Term Loan 2026 L + 350 1,724 Inmarsat Senior Secured Notes 2026 6.750% 2,075 Inmarsat Capitalized Leases–– 48 Total Debt $3,847 LTM 9/30/21A Adj. EBITDA (Pre-SBC) $735 4.6x Net Leverage at 9/30/21A 28


as of 9/30/21 and $39mm of pro forma www.cable.co.uk/broadband/pricing/world minority interest. widecomparison/, ITU Broadband Access Report, 2020, Telegeography , Satellite ENDNOTES 7. Includes lifetime leases. Connectivity and Video Market, Euroconsult, 8. Government service revenue as a percentage 2020, Viasat Estimates. — of total government revenue. 14. Includes 3 L-band satellites in super- 9. Includes issued patents and pending synchronous orbit. 1. Based on closing price of $67.00 per Viasat applications. 15. Per New Street Research report “Reshaping share on November 5, 2021. 10. Per 2020 NSR report Government and Military Wireless Competition: The Role of the L- 2. Viasat has also obtained commitments of SATCOM Markets, 15th Edition, 2020 Frost & band”, September 2020. Indicative diagram $3.2bn to backstop certain amendments Sullivan C4ISR and Cybersecurity reports, only. Inmarsat’s L-band holdings are subject required under Viasat’s $700mm credit Jane’s Defense, and Viasat Estimates. to exceptions by jurisdiction. facility, $88mm outstanding under Viasat’s 11. Per 2020 Euroconsult report, Prospects for 16. Based on CY’21E – CY’26E CAGR. Ex-Im credit facility, and Inmarsat’s $2.4bn of IFC and IFE, ValourConsultancy report senior secured credit facilities. 17. Based on CY'21E revenue, using geography “Future of IFC”, Prospects for Maritime allocation based on CY’21A available and 3. Calculated as net debt / LTM Financing Adj. Satellite Communications, Euroconsult, CY’20A information. EBITDA (pre-stock-based compensation) at 2020, CISCO VNI. 12/31/22E. 18. Includes Aviation, Maritime and Related 12. Ground Segment Market Prospects: Other. 4. Includes annual run-rate cost synergies of Forecasts to 2028, Euroconsult, 2020, ~$80mm. Satellite Connectivity and Video Market, 19. Cost and capex synergies based on annual, Euroconsult, 2020, Wireless Backhaul via run-rate numbers. 5. Based on Viasat share price of $67.00 as of Satellite, NSR, 2020. market close November 5, 2021 and 124mm 20. Excludes non-recurring or one-time items, as fully diluted shares outstanding, which 13. FCC Underestimates Americans Unserved by well as the impact of Ligado. includes 46.36mm newly issued Viasat shares Broadband Internet by 50%.” 21. Based on preliminary and unaudited IFRS to Inmarsat. BroadbandNow, results. broadbandnow.com/research/fee 6. Based on Viasat share price of $67.00 as of underestimates unserved by 50 percent, market close November 5, 2021 and 124mm “Worldwide Broadband Price Research fully diluted shares outstanding, which 2020.” Cable, includes 46.36mm newly issued Viasat shares to Inmarsat. Represents $8.0bn of pro forma debt as of 9/30/21, $1.6bn of pro forma cash 29


Cautionary Statement Regarding Forward-Looking Statements Financial Information This presentation contains forward-looking statements regarding future events that are subject to the safe harbors created This presentation includes both stand-alone and combined financial information of Viasat and Inmarsat.Viasat’s underlying financial information under the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements are based on current is prepared in accordance with U.S. GAAP using a fiscal year ending March 31 of each year.Inmarsat’s underlying financial information is prepared expectations, estimates, forecasts and projections about the industries in which Viasat and Inmarsat operate and the beliefs in accordance with IFRS using a fiscal year ending December 31 of each year, and for purposes of this presentation such financial information has not been converted into U.S. GAAP. IFRS differs from U.S. GAAP, and Inmarsat financial information may not be prepared on a comparable basis to and assumptions of their respective management. The parties use words such as“anticipate,”“believe,”“continue,”“could,” U.S. GAAP or on the same or similar accounting policies, which may be material to the financial information contained herein. Combined financial “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, information, and calendar year information for Viasat, has been prepared by adding historical or projected financial information of the parties and statements that refer to the benefits of and realization of synergies from the transaction, including expected resulting is not based on a pro forma presentation reflecting pro forma adjustments or any other adjustments required by U.S. GAAP. Such combined enhancements to the combinedcompany’s systems, products and services and the anticipated operations, financial position, financial information, or Viasat calendar year information, is presented for illustrative purposes only, is preliminary in nature, only represents liquidity, free cash flow, leverage ratio, performance, prospects or growth and scale opportunities of Viasat, Inmarsat or the current estimates of the potential transaction on combined financial information, and remains subject to change. Combined financial information combined company; integration activities; the anticipated value of the combined business to Viasat and stakeholders; the and Viasat calendar year financial information in this presentation is unaudited and has not been independently verified and no reliance should be expected performance ofViasat’s andInmarsat’s technologies; expected impact of the transaction onViasat’s results of placed thereon. In addition, this presentation includes historical publicly reported Adjusted EBITDA results of Viasat as well as Adjusted EBITDA of operations and financial condition; anticipated growth and trends in the business or key markets; the closing of the Inmarsat. Inmarsat may calculate Adjusted EBITDA differently than we do, and accordingly our Adjusted EBITDA calculations may not be transaction, including the need for stockholder approval and the satisfaction of regulatory and other closing conditions; and comparable. Adjusted EBITDA is a non-GAAP financial measure and has limitations as an analytical tool. You should not consider Adjusted EBITDA plans, objectives and strategies for future operations. Readers are cautioned that actual results could differ materially from in isolation or as a substitute for results reported in accordance with U.S. GAAP. No statement in this presentation is intended to be a profit those expressed in any forward-looking statements. Factors that could cause actual results to differ include: risks and forecast, and no statement in this presentation should be interpreted to mean that revenue, Adjusted EBITDA or any other financial measure or metric for current or future fiscal years will be achieved. uncertainties related to the transaction, including the failure to obtain, or delays in obtaining, required regulatory approvals or clearances; 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 transaction; the failure to satisfy any of the closing conditions to the Additional Information About the Transaction and Where You Can Find It 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 transaction; the nature, cost and outcome of any legal proceedings related to the transaction; the occurrence This presentation is being made in respect of the proposed business combination transaction between Viasat and Inmarsat pursuant to the terms of any event, change or other circumstances that could give rise to the termination of the definitive agreement for the of that certain Share Purchase Agreement, dated as of November 8, 2021, by and among Viasat and the shareholders of Inmarsat. Viasat intends transaction, including in circumstances requiring Viasat to pay a termination fee; the risk thatViasat’s stock price may decline to file with the SEC a proxy statement and other relevant documents in respect of a stockholder meeting to obtain stockholder approval in significantly if the transaction is not consummated; the failure to obtain the necessary debt financing arrangements set forth connection with the transaction. The definitive proxy statement will be sent or given to the stockholders of Viasat and will contain important in the commitment letters received in connection with the transaction; risks that the transaction disrupts current plans and information about the transaction and related matters. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT operations or divertsmanagement’s attention from its ongoing business; the effect of the announcement of the transaction AND OTHER RELEVANT MATERIALS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT on the ability of Viasat to retain and hire key personnel and maintain relationships with its customers, suppliers and others INFORMATION ABOUT VIASAT, INMARSAT AND THE PROPOSED TRANSACTION. Investors and stockholders may obtain a free copy of these with whom it does business; the ability of Viasat to successfully integrate Inmarsat operations, technologies and employees; materials (when available) and other documents filed by Viasat with the SEC through the website maintained by the SEC at www.sec.gov. In the ability to realize anticipated benefits and synergies of the transaction, including the expectation of enhancements to addition, free copies of these materials will be made available free of charge throughViasat’s website at https://www.Viasat.com. Viasat’s products and services, greater revenue or growth opportunities, operating efficiencies and cost savings; the ability to ensure continued performance and market growth of the combinedcompany’s business; changes in the global business Participants in the Solicitation environment and economic conditions; the availability and cost of credit; risks associated with the construction, launch and operation of satellites, including the effect of any anomaly, operational failure or degradation in satellite performance; Viasat, and its directors and executive officers may be Viasat’s or the combinedcompany’s ability to successfully develop, introduce and sell new technologies, products and deemed to be participants in the solicitation of proxies from services; changes in relationships with key customers, suppliers, distributors, resellers and others as a result of the transaction DISCLAIMER the stockholders of Viasat in connection with the or otherwise;Viasat’s andInmarsat’s reliance on a limited number of third parties to manufacture and supply their respective transaction. Information regarding the persons who may, products; the risk of litigation or regulatory actions to Viasat and/or Inmarsat; inability to retain key personnel; the impact of under the rules of the SEC, be considered to be participants the COVID-19 pandemic onViasat’s orInmarsat’s business, suppliers, consumers, customers, and employees or the overall in the solicitation ofViasat’s stockholders in connection economy;Viasat’s and the combinedcompany’s level of indebtedness and ability to comply with applicable debt covenants; — with the transaction will be set forth inViasat’s definitive and other factors affecting the communications industry generally. In addition, please refer to the risk factors contained in proxy statement for its stockholder meeting. Additional Viasat’s filings with the Securities and Exchange Commission (the“SEC”) available at www.sec.gov, includingViasat’s most information regarding these individuals and any direct or recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and such reports that are subsequently filed with the indirect interests they may have in the transaction will be SEC, including the definitive proxy statement to be filed with the SEC in connection with the transaction. Readers are set forth in the definitive proxy statement when and if it is cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are filed with the SEC in connection with the transaction. made. Viasat undertakes no obligation to update or revise any forward-looking statements for any reason. 30