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Acquisitions | 9 Months Ended
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Dec. 31, 2021
Business Combinations [Abstract] |
Acquisitions | Note 12 — Acquisitions Inmarsat Transaction On November 8, 2021, the Company entered into a Share Purchase Agreement with the Sellers to combine Viasat with Inmarsat. Pursuant to the Share Purchase Agreement, the Company will purchase all of the issued and outstanding shares of Inmarsat from the Sellers upon the terms and subject to the conditions set forth therein. The total consideration payable by the Company under the Share Purchase Agreement consists of $850.0 million in cash, subject to adjustments, and approximately 46.36 million unregistered shares of the Company’s common stock. The closing of the Inmarsat Transaction is subject to customary closing conditions, including receipt of regulatory approvals and clearances, and approval by the stockholders of the Company of the issuance of shares in the transaction and an amendment to the Company’s certificate of incorporation to increase the number of shares of common stock authorized for issuance. The Share Purchase Agreement contains certain termination rights for both the Company and certain of the Sellers and further provides that, upon termination of the Share Purchase Agreement under certain circumstances, the Company may be obligated to pay a termination fee of up to $200.0 million or to reimburse certain out-of-pocket expenses of certain Sellers up to $40.0 million. The Company has obtained financing commitments for $2.3 billion of new debt facilities in connection with the Inmarsat Transaction (which may be secured and/or unsecured), a portion of which is to be raised between the signing and closing of the Inmarsat Transaction to fund the Company’s standalone growth expenditures. The Company also plans to assume $2.1 billion in principal amount of Inmarsat senior secured bonds and the outstanding indebtedness under Inmarsat’s $2.4 billion senior secured credit facilities. The Company had also obtained commitments of $3.2 billion to backstop certain amendments required under the Credit Facilities and Inmarsat’s $2.4 billion senior secured credit facilities, which amendments have been obtained under the Revolving Credit Facility and Inmarsat’s $2.4 billion senior secured credit facilities. Euro Broadband Infrastructure Sàrl On April 30, 2021, the Company acquired the remaining 51% interest in EBI, a broadband services provider, from Eutelsat. By completing the acquisition, the Company gained 100% ownership and control of EBI and the KA-SAT satellite over EMEA and related ground infrastructure, which is expected to facilitate the diversification of the Company’s business portfolio in Europe, while establishing operations, distribution and sales of satellite-based broadband services, ahead of the anticipated ViaSat-3 (EMEA) satellite launch. The benefits and additional opportunities of the acquisition were among the factors that contributed to a purchase price resulting in the recognition of preliminary estimated goodwill, which was recorded within the Company’s satellite services segment. The goodwill recognized is not deductible for U.S. and foreign income tax purposes. Prior to the acquisition date, the Company owned a 49% interest in EBI and accounted for the investment using the equity method of accounting (see Note 10 – Equity Method Investments and Related-Party Transactions for more information). The acquisition of the remaining equity interest in EBI was accounted for as a step acquisition in accordance with the authoritative guidance for business combinations (ASC 805). Accordingly, the Company allocated the purchase price of the acquired company to the net tangible assets and intangible assets acquired based upon their preliminary estimated fair values. The Company remeasured the previously held equity method investment to its fair value based upon a valuation of the acquired business, as of the date of acquisition. The Company considered multiple factors in determining the fair value of the previously held equity method investment, including, (i) the price negotiated with the selling shareholder for the remaining 51% interest in EBI and (ii) an income valuation model (discounted cash flow). As a result of the equity method investment remeasurement, recognition of previously unrecognized foreign currency gain and settlement of insignificant preexisting relationships, the Company recognized an insignificant total net gain included in other income, net, in the condensed consolidated statements of operations and comprehensive income (loss) in the first quarter of fiscal year 2022. The purchase price of $327.4 million was primarily comprised of $167.0 million of cash, net of what is currently estimated to be an immaterial amount of estimated purchase price consideration to be settled among the parties over the next 24 months (up to plus or minus €20.0 million, or approximately $22.6 million, see Note 3 — Fair Value Measurements for more information) from the closing date (which after consideration of approximately $121.7 million of EBI’s cash on hand, resulted in a net cash outlay of approximately $51.0 million) and the fair value of previously held equity method investment of approximately $160.4 million. The purchase price allocation is preliminary primarily due to the finalization of the Company’s valuation analysis and review of various tax attributes. The preliminary purchase price allocation of the acquired assets and assumed liabilities based on the estimated fair values as of April 30, 2021, slightly adjusted since the close of the acquisition, primarily between goodwill, identifiable intangible assets and property, equipment and satellites, is as follows:
|  | (In thousands) |
Current assets |  | $ | 154,479 |
Property, equipment and satellites |  |  | 108,696 |
Identifiable intangible assets |  |  | 26,574 |
Goodwill |  |  | 42,488 |
Other assets |  |  | 1,028 |
Total assets acquired |  | $ | 333,265 |
Total liabilities assumed |  | $ | (5,914 | )
Total consideration transferred |  | $ | 327,351 |
Amounts assigned to identifiable intangible assets are preliminary and are being amortized on a straight-line basis over their estimated useful lives (which approximates the economic pattern of benefit) and are as follows as of April 30, 2021:
|  | Preliminary |  |  | Estimated Weighted |
|  | Fair Value |  |  | Average Useful Life |
|  | (In thousands) |  |  | (In years) |
Customer relationships |  | $ | 17,877 |  |  |  | 8 |
Other |  |  | 7,851 |  |  |  | 7 |
Trade name |  |  | 846 |  |  |  | 2 |
Total identifiable intangible assets |  | $ | 26,574 |  |  |  | 8 |
At the closing of the acquisition, EBI became a wholly owned subsidiary of the Company and EBI’s operations have been included in the Company’s condensed consolidated financial statements in the Company’s satellite services segment commencing on the acquisition date. As EBI’s results of operations are not material to the Company’s consolidated results of operations, pro forma results of operations for this acquisition have not been presented. RigNet, Inc. On April 30, 2021, the Company completed the acquisition of all outstanding shares of RigNet, a publicly held leading provider of ultra-secure, intelligent networking solutions and specialized applications. The acquisition of RigNet is beneficial to the Company as it enables the Company to expand into new and adjacent industries, including renewable energy, transportation, maritime, mining and other enterprise markets. These benefits and additional opportunities were among the factors that contributed to a purchase price resulting in the recognition of preliminary estimated goodwill, which was recorded within the Company’s satellite services segment. The goodwill recognized is not deductible for U.S. and foreign income tax purposes. The consideration transferred of approximately $317.9 million was primarily comprised of $207.2 million of the fair value of approximately 4.0 million shares of the Company’s common stock issued at the closing date, $107.3 million related to the pay down of outstanding borrowings of RigNet’s revolving credit facility, a de minimis amount in cash consideration in respect of fractional shares to the former shareholders of RigNet and an insignificant amount of other consideration. In connection with the RigNet acquisition, the Company recorded merger-related transaction costs of an insignificant amount and approximately $7.2 million, respectively, for the three and nine months ended December 31, 2021, included in selling, general and administrative expenses. The purchase price allocation is preliminary primarily due to the finalization of the Company’s valuation analysis and review of various tax attributes. The preliminary purchase price allocation of the acquired assets and assumed liabilities based on the estimated fair values as of April 30, 2021 is as follows:
|  | (In thousands) |
Current assets |  | $ | 88,166 |
Property, equipment and satellites |  |  | 63,191 |
Identifiable intangible assets |  |  | 221,540 |
Goodwill |  |  | 29,132 |
Other assets |  |  | 13,350 |
Total assets acquired |  | $ | 415,379 |
Current liabilities |  |  | (66,006 | )
Other long-term liabilities |  |  | (31,433 | )
Total liabilities assumed |  | $ | (97,439 | )
Total consideration transferred |  | $ | 317,940 |
Amounts assigned to identifiable intangible assets are preliminary and are being amortized on a straight-line basis over their estimated useful lives (which approximates the economic pattern of benefit) and are as follows as of April 30, 2021:
|  | Preliminary |  |  | Estimated Weighted |
|  | Fair Value |  |  | Average Useful Life |
|  | (In thousands) |  |  | (In years) |
Technology |  | $ | 85,440 |  |  |  | 8 |
Customer relationships |  |  | 101,920 |  |  |  | 12 |
Trade name |  |  | 25,540 |  |  |  | 8 |
Other |  |  | 8,640 |  |  |  | 12 |
Total identifiable intangible assets |  | $ | 221,540 |  |  |  | 10 |
In connection with the acquisition, the Company assumed a contingent liability associated with a RigNet predecessor subsidiary of approximately $13.8 million, which represented the maximum amount payable under the terms of the agreement. As of December 31, 2021, no amount remains payable as the maximum amount payable was paid during the first and second quarters of fiscal year 2022. The condensed consolidated financial statements include the operating results of RigNet from the date of acquisition. Since the acquisition date, the Company recorded approximately $52.2 million and $131.4 million in revenue for the three and nine months ended December 31, 2021, respectively, and $7.0 million and $23.2 million of net losses for the three and nine months ended December 31, 2021, respectively, with respect to the RigNet business primarily in the Company’s satellite services segment (with a portion included in its commercial networks segment) in the condensed consolidated statements of operations. Unaudited Pro Forma Financial Information The unaudited financial information in the table below summarizes the combined results of operations for the Company and RigNet on a pro forma basis, as though the companies had been combined as of the beginning of the prior fiscal year, April 1, 2020. The pro forma information is presented for informational purposes only and may not be indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the related fiscal periods. The pro forma financial information for the three-month and nine-month periods ended December 31, 2021, and December 31, 2020 include the business combination accounting effects primarily related to the amortization and depreciation changes from acquired intangible and tangible assets, acquisition-related transaction costs and related tax effects.
|  | Three Months Ended |  |  | Nine Months Ended |
|  | December 31, 2021 |  |  | December 31, 2020 |  |  | December 31, 2021 |  |  | December 31, 2020 |
|  | (In thousands) |
Total revenues |  | $ | 719,717 |  |  | $ | 622,606 |  |  | $ | 2,097,548 |  |  | $ | 1,809,485 |
Net (loss) income attributable to Viasat, Inc. |  | $ | (6,613 | ) |  | $ | (4,308 | ) |  | $ | 9,222 |  |  | $ | (47,628 | )

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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