SEC Company Response from VIASAT INC (VSAT) (CIK 0000797721) (VSAT) — May 11, 2022
VIASAT INC (VSAT) (CIK 0000797721)
Date: May 11, 2022 · CIK: 0000797721 · Accession: 0001193125-22-147647
AI Filing Summary & Sentiment
File numbers found in text: 000-21767
Referenced dates: May 9, 2022
Letter
12670 High Bluff Drive
San Diego, California 92130
Tel: +1.858.523.5400 Fax: +1.858.523.5450
www.lw.com
FIRM / AFFILIATE OFFICES
Austin
Moscow
Beijing
Munich
Boston
New York
Brussels
Orange County
Century City
Paris
Chicago
Riyadh
May 11, 2022
Dubai
San Diego
Düsseldorf
San Francisco
VIA EDGAR
Frankfurt
Seoul
Hamburg
Shanghai
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
100 F Street N.E.
Washington, D.C. 20549
Hong Kong
Silicon Valley
Houston
Singapore
London
Tel Aviv
Los Angeles
Tokyo
Madrid
Washington, D.C.
Milan
Attn: Beverly Singleton, Staff Accountant
Jean Yu, Staff Accountant
Bradley Ecker, Staff Attorney
Asia Timmons-Pierce, Special Counsel
Re: Viasat, Inc.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed April 26, 2022
File No. 000-21767
Ladies and Gentlemen:
We are in receipt of the Staff’s letter dated May 9, 2022 with respect to the above-referenced Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). We are responding to the Staff’s comments on behalf of Viasat, Inc. (“Viasat” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR an Amendment No. 3 to the Preliminary Proxy Statement (the “Amended Preliminary Proxy Statement”) responding to the Staff’s comments and updating the Preliminary Proxy Statement.
The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Amended Preliminary Proxy Statement. For ease of reference, we have set forth the Staff’s comments and the Company’s response for each item below.
Prospectus Summary
Regulatory Matters, page
1. We note your disclosure that you “have also filed applications for regulatory approvals and clearances in various other jurisdictions, including Australia, Brazil, Israel, Nigeria, Russia, Saudi Arabia, Spain and the United Kingdom.” Please expand your disclosure to discuss the material regulatory approvals and clearances that you are required to obtain.
Viasat’s Response: The Company acknowledges the Staff’s comment and has revised pages 18, 82 and 83 of the Amended Preliminary Proxy Statement accordingly.
May 11, 2022
Page 2
Independent Auditor’s Report, page F-2
2. Refer to the second paragraph under the Opinion section. Please have your auditors also disclose the opinion rendered with regards to the results of operations and cash flows for the years ended December 31, 2021 and December 31, 2020. The current disclosure only covers the results of operations and cash flows for the period from incorporation (March 15, 2019) to December 31, 2019, and for the Predecessor Company for the period January 1, 2019 to December 3, 2019. Please revise or advise.
Viasat’s Response: Deloitte has advised that the phrase “for the years then ended and” was inadvertently omitted from its audit report and reissued its audit report to include this phrase, as reflected on page F-2 of the Amended Preliminary Proxy Statement.
General
3. We note your response to our prior comment 2 and reissue. Please update your disclosure where applicable to reflect the regulatory undertakings agreed upon with the UK Government’s Department for Business, Energy and Industrial Strategy (BEIS) in connection with the proposed combination. In this regard, we note your Proxy Materials filed on March 21, 2022.
Viasat’s Response: The Company acknowledges the Staff’s comment and has revised page 84 of the Amended Preliminary Proxy Statement accordingly.
4. Please revise your filing, as applicable, to provide more specific disclosure related to the direct or indirect impact that Russia’s invasion of Ukraine and the international response have had or may have on your business. For additional guidance, please see the Division of Corporation Finance’s Sample Letter to Companies Regarding Disclosures Pertaining to Russia’s Invasion of Ukraine and Related Supply Chain Issues, which is available on the Commission’s website.
Viasat’s Response: The Company acknowledges the Staff’s comment and has revised pages 91, 92 and 109 of the Amended Preliminary Proxy Statement accordingly.
*********
Any comments or questions regarding the foregoing should be directed to the undersigned at (858) 523-5407. Thank you in advance for your cooperation in connection with this matter.
Very truly yours,
/s/ Craig M. Garner
Show Raw Text
CORRESP 1 filename1.htm CORRESP 12670 High Bluff Drive San Diego, California 92130 Tel: +1.858.523.5400 Fax: +1.858.523.5450 www.lw.com FIRM / AFFILIATE OFFICES Austin Moscow Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh May 11, 2022 Dubai San Diego Düsseldorf San Francisco VIA EDGAR Frankfurt Seoul Hamburg Shanghai U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street N.E. Washington, D.C. 20549 Hong Kong Silicon Valley Houston Singapore London Tel Aviv Los Angeles Tokyo Madrid Washington, D.C. Milan Attn: Beverly Singleton, Staff Accountant Jean Yu, Staff Accountant Bradley Ecker, Staff Attorney Asia Timmons-Pierce, Special Counsel Re: Viasat, Inc. Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A Filed April 26, 2022 File No. 000-21767 Ladies and Gentlemen: We are in receipt of the Staff’s letter dated May 9, 2022 with respect to the above-referenced Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”). We are responding to the Staff’s comments on behalf of Viasat, Inc. (“Viasat” or the “Company”) as set forth below. Simultaneously with the submission of this letter, the Company is publicly filing via EDGAR an Amendment No. 3 to the Preliminary Proxy Statement (the “Amended Preliminary Proxy Statement”) responding to the Staff’s comments and updating the Preliminary Proxy Statement. The Company’s responses set forth in this letter are numbered to correspond to the numbered comments in the Staff’s letter. All terms used but not defined herein have the meanings assigned to such terms in the Amended Preliminary Proxy Statement. For ease of reference, we have set forth the Staff’s comments and the Company’s response for each item below. Prospectus Summary Regulatory Matters, page 18 1. We note your disclosure that you “have also filed applications for regulatory approvals and clearances in various other jurisdictions, including Australia, Brazil, Israel, Nigeria, Russia, Saudi Arabia, Spain and the United Kingdom.” Please expand your disclosure to discuss the material regulatory approvals and clearances that you are required to obtain. Viasat’s Response: The Company acknowledges the Staff’s comment and has revised pages 18, 82 and 83 of the Amended Preliminary Proxy Statement accordingly. May 11, 2022 Page 2 Independent Auditor’s Report, page F-2 2. Refer to the second paragraph under the Opinion section. Please have your auditors also disclose the opinion rendered with regards to the results of operations and cash flows for the years ended December 31, 2021 and December 31, 2020. The current disclosure only covers the results of operations and cash flows for the period from incorporation (March 15, 2019) to December 31, 2019, and for the Predecessor Company for the period January 1, 2019 to December 3, 2019. Please revise or advise. Viasat’s Response: Deloitte has advised that the phrase “for the years then ended and” was inadvertently omitted from its audit report and reissued its audit report to include this phrase, as reflected on page F-2 of the Amended Preliminary Proxy Statement. General 3. We note your response to our prior comment 2 and reissue. Please update your disclosure where applicable to reflect the regulatory undertakings agreed upon with the UK Government’s Department for Business, Energy and Industrial Strategy (BEIS) in connection with the proposed combination. In this regard, we note your Proxy Materials filed on March 21, 2022. Viasat’s Response: The Company acknowledges the Staff’s comment and has revised page 84 of the Amended Preliminary Proxy Statement accordingly. 4. Please revise your filing, as applicable, to provide more specific disclosure related to the direct or indirect impact that Russia’s invasion of Ukraine and the international response have had or may have on your business. For additional guidance, please see the Division of Corporation Finance’s Sample Letter to Companies Regarding Disclosures Pertaining to Russia’s Invasion of Ukraine and Related Supply Chain Issues, which is available on the Commission’s website. Viasat’s Response: The Company acknowledges the Staff’s comment and has revised pages 91, 92 and 109 of the Amended Preliminary Proxy Statement accordingly. ********* Any comments or questions regarding the foregoing should be directed to the undersigned at (858) 523-5407. Thank you in advance for your cooperation in connection with this matter. Very truly yours, /s/ Craig M. Garner Craig M. Garner of LATHAM & WATKINS LLP cc: Richard Baldridge, Viasat, Inc. Robert Blair, Viasat, Inc. Shawn Duffy, Viasat, Inc. Alex Cohen, Joel Trotter and Paul Dudek, Latham & Watkins LLP