Inmarsat adds 101 soft call to change-of-control waiver request

By Sara Rosenberg

New York, Dec. 10 – Inmarsat added 101 soft call protection for six months to its term loan B waiver request that would allow for a change of control in connection with its acquisition by Viasat Inc., according to a market source.

Lenders continue to be offered a 25 basis points consent fee.

Consents are due at 5 p.m. ET on Friday, extended from noon ET on Friday, the source added.

BofA Securities Inc. is leading the transaction.

In November, Viasat announced it is purchasing Inmarsat for $850 million in cash and about 46.36 million shares of Viasat common stock valued at $3.1 billion based on the closing price on Nov. 5.

With the transaction, Viasat plans to assume $2.1 billion in principal amount of Inmarsat’s senior secured bonds and $1.7 billion outstanding under Inmarsat’s $2.4 billion senior secured credit facilities.

Viasat has a commitment for $2.3 billion of new debt facilities to help fund the acquisition.

In addition to the new debt facilities, Viasat has obtained commitments of $3.2 billion to backstop certain amendments required under its $700 million revolving credit facility, $88.4 million outstanding under its Ex-Im credit facility, and Inmarsat’s $2.4 billion senior secured credit facilities.

On Nov. 23, Viasat amended its revolving credit facility to allow for the acquisition of Inmarsat and provide additional covenant flexibility and greater flexibility to incur export credit agency financing.

Assuming closing occurs during the second half of calendar year 2022, Viasat’s pro forma net leverage ratio at Dec. 31, 2022 is projected to be about 5x LTM adjusted EBITDA and is expected to decline to less than 4x within 24 months thereafter.

Closing is subject to the approval of Viasat stockholders, the receipt of certain regulatory approvals and other customary conditions.

Viasat is a Carlsbad, Calif.-based communications company. Inmarsat is a London-based provider of global mobile satellite communications services.

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