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INMARSAT

On 08 November 2021 Viasat Inc., a global communications company, and Inmarsat, a leading provider of global mobile satellite communications services, today announced they have entered into a definitive agreement under which Viasat will acquire Inmarsat in a transaction valued at $7.3 billion, comprised of $850.0 million in cash, approximately 46.36 million shares of Viasat common stock valued at $3.1 billion based on the closing price on Friday November 5, 2021, and the assumption of $3.4 billion of net debt. The combination will create a leading global communications innovator with enhanced scale and scope to affordably, securely and reliably connect the world. The complementary assets and resources of the new organization will enable the availability of advanced new services in mobile and fixed segments, driving greater customer choice in broadband communications and narrowband services (including the Internet of Things or "IoT").

The combined company intends to integrate the spectrum, satellite and terrestrial assets of both companies into a global high-capacity hybrid space and terrestrial network, capable of delivering superior services in fast-growing commercial and government sectors. This advanced architecture will create a framework incorporating the most favorable characteristics of multi-band, multi-orbit satellites and terrestrial air-to-ground systems that can deliver higher speeds, more bandwidth, greater density of bandwidth at high demand locations like airport and shipping hubs and lower latency at lower cost than either company could provide alone.

Both companies have proven track records of product and service innovation. Viasat has advanced North American residential and aviation connectivity and defense communications with technology and business models embraced by customers. Viasat is also recognized for driving change through its pioneering ultra-high-capacity satellite technology, which has delivered superior value at attractive, affordable economics. Inmarsat has an exceptional presence in the growing global mobility segment and is at the forefront of network design with its recently announced multi-dimensional mesh network. It is preparing to expand its global network later this year with its most powerful and advanced software-defined commercial communications satellites ever, offering both Ka- and L-band capabilities. Inmarsat has a global presence, a robust distribution channel spanning the rapidly growing mobility, government, IoT and enterprise sectors and currently provides safety and connectivity services to more than one million mobility and defense platforms.

Inmarsat's geostationary satellites deliver operational, safety and mission-critical connectivity services to organisations, governments and individuals around the world. Operating in the L-band, Ka-band and S-band, Inmarsat's satellites enable unparalleled breadth and diversity in the services Inmarsat provide.

Inmarsat began as an inter-governmental organization created in 1978 to develop a global maritime satellite system to meet commercial maritime and safety communications needs of the United States and other foreign countries. That organization was privatized on April 15, 1999. . Major shareholders include Lansdowne Partners and the Blackstone Group. In 2000, the US Congress enacted the ORBIT Act, which, among other things, specified a number of criteria for determining whether privatization was pro-competitive. On October 9, 2001, the US Federal Communications Commission released an Order in which it concluded that privatization was consistent with the non-IPO (initial public offering) requirements of the ORBIT Act.

Unlike the FSS sector, the MSS sector is an evolving, growing industry segment with a single, established dominant operator (Inmarsat), several viable small operators (e.g., Iridium), and several startup and bankrupt operators. Competitive rivalry within the MSS sector appears to be developing but is currently uneven given the presence of failing, evolving, and successful operators.

As of 2012, Inmarsat had 11 satellites in 9 orbital locations, including three satellites in Inmarsat’s I-4 constellation. In the United States, Inmarsat space segment was initially used primarily for the provision of maritime mobile satellite service (MMSS) in portions of the L-band. The Commission also authorized use of Inmarsat space segment for the provision of domestic MSS, including land mobile satellite service. The Commission also authorized certain aeronautical mobile uses.

Inmarsat owns and operates the world’s most reliable L-band satellite network. Inmarsat's BGAN, FleetBroadband and SwiftBroadband voice and data and Internet of Things (IoT) machine-to-machine (M2M) services deliver connectivity anywhere. With the arrival of 5G, satellite communications will play an important part in transforming the way users live and work, by extending coverage and new capabilities into the seas, the skies and rural and remote areas to power an always-on global digital society.

Inmarsat's long-trusted safety services – the cornerstone of the Global Maritime Distress and Safety System (GMDSS) and approved by the International Civil Aviation Organization (ICAO) – help keep millions of seafarers and airline passengers safe with unrivalled satellite and ground network availability of 99.9%.

Inmarsat's Inmarsat-4 (I-4) fleet of satellites established the world’s first global 3G mobile network. Launched between 2005 and 2008, the first three I-4s were built by an international team from the United Kingdom, France, Germany, the USA and Canada. With each satellite able to generate up to 19 wide beams and more than 200 narrow spot beams, the I-4s introduced always-on, seamless high-speed connectivity to every corner of the world. In 2013 Inmarsat launched Alphasat to supplement the I-4 fleet, providing coverage over Europe, the Middle East and Africa and bringing new capabilities including 50 per cent more accessible L-band spectrum and nearly 20 percent more mobile communication channels.

As Inmarsat moves into the ultrafast 5G world, the development of Inmarsat's L-band network will continue to meet the mobile connectivity needs of Inmarsat's customers. Inmarsat's sixth generation hybrid satellites are unique in featuring both L-band and Global Xpress (Ka-band) payloads and will support a new wave of capabilities as well as global safety services into the 2040s. Two satellites are being constructed in the UK by Airbus Defence and Space. The first was scheduled for launch with Mitsubishi Heavy Industries (MHI) in 2021.

Global Xpress (GX), operating in the Ka-band, is the first and only high-speed mobile broadband network to seamlessly span the world. Inmarsat's market-leading service delivers the high bandwidth and reliability Inmarsat's customers demand.

The GX1-GX4 satellites were built by US manufacturer Boeing, based on its powerful 702HP platform. The first three GX satellites were launched between 2013-2015, with global commercial service starting in December 2015. GX4 was launched in May 2017 to provide additional capacity.

GX5 – a Very High Throughput Satellite (V-HTS) constructed by Thales Alenia Space – delivers more capacity than the entire GX1-GX4 fleet combined. It launched in November 2019 to meet growing demand across Europe and the Middle East, in particular for aviation Wi-Fi and commercial maritime services. The advanced Ka-band payloads on Inmarsat's sixth generation satellites – GX6A & GX6B – will add further depth to Global Xpress coverage, with targeted spotbeams delivering greater capacity when and where there is increased demand.

The next generation of Global Xpress satellites, due to be launched from 2023, represents a step change in the evolution of GX’s capabilities, capacity and agility. With a far quicker design and build time for the GX7, 8 & 9 satellites, manufactured by Airbus Defence & Space, Inmarsat can keep pace with changes in customer demand and drastically reduce the cost of delivering more. Each powering around twice the total capacity of the entire current GX network, these software-defined satellites will simultaneously create thousands of independent beams of different sizes, bandwidth and power that can be reconfigured and repositioned across the globe in real time. Customers already signed up to Global Xpress will be able to enjoy this massive boost in performance using their existing terminals.

For airlines wanting the shortest possible flight paths and merchant fleets and energy companies taking advantage of better access, lack of reliable connectivity in the high north has been a barrier. Two multi-beam, high-throughput payloads – GX10A & 10B – will operate in Highly Elliptical Orbits (HEO), ensuring continuous coverage and featuring the ability to direct capacity in real-time to the areas of highest demand. The world’s first and only mobile broadband payloads dedicated to the Arctic region, GX10A & 10B will integrate seamlessly into the existing and planned GX network and will be fully compatible with current and future GX terminals. Inmarsat's GX Arctic expansion is being delivered in a partnership with Space Norway and its subsidiary Space Norway HEOSAT as part of the Arctic Satellite Broadband Mission. The satellites carrying the GX payloads will be built by Northrop Grumman Innovation Systems and are scheduled for launch in 2022.

Inmarsat’s S-band satellite (I-S EAN) powers the European Aviation Network (EAN), a unique and world-leading high-speed broadband solution built to meet the needs of Europe’s busy airspace. EAN combines satellite coverage with Deutsche Telekom’s complementary 4G LTE ground network to deliver cost effective in-flight connectivity across 30 nations – transforming the passenger experience, driving operational efficiency and opening new revenue streams for airlines. Built by France’s Thales Alenia Space, I-S EAN was launched by Arianespace as part of a dual payload ‘condosat’ in June 2017, becoming fully operational in September 2017.