The combination sets the stage for accelerated growth and expansion of the WildBlue broadband service using ViaSat next generation network technology, featuring the high-capacity ViaSat-1 satellite scheduled to launch in early 2011.

"WildBlue and ViaSat have been close partners for nearly a decade and this announcement is the logical next step," said Mark Dankberg, chairman and CEO of ViaSat.

"By integrating ViaSat-1 and its ground network technology into the WildBlue operational and distribution platform, we believe we can meaningfully reduce our operational execution risks. Joining forces with ViaSat provides fast and efficient access to next-generation capacity for the WildBlue business and its subscribers. This synergy, coupled with the improved free cash flow profile WildBlue has attained in the last year, has enabled us to structure what we believe is a highly capital efficient transaction that offers immediate financial benefits to ViaSat. In our view, it's exceptional to be able to make an acquisition with so many strategic benefits under such favorable financial terms."

In acquiring WildBlue, ViaSat gains one of the most successful and fastest growing wholesale and retail broadband service providers in the United States. In less than five years, WildBlue has become one of the top twenty broadband U.S. ISPs with over 400,000 customers (as measured by total subscribers according to data compiled by Leitchman Research and ISP Planet).

The WildBlue high-speed, two-way Internet service for residential and small business customers, powered exclusively by the ViaSat SurfBeam networking system, provides fast, reliable connections regardless of the customer's location. WildBlue pioneered the use of "unprocessed" Ka-band spot beam technology to increase capacity and lower bandwidth costs, portending the value potential for the technology innovations ViaSat-1 will make possible.

"Our new satellite," Dankberg continues, "will have nearly all of its capacity aimed at those areas where WildBlue growth is constrained by lack of cost-effective bandwidth. The planned launch of ViaSat-1 in early 2011 is expected to multiply WildBlue total network capacity by more than tenfold, and by a factor of over 20 in those areas with the highest demand at a fraction of its current bandwidth costs. The increased bandwidth coupled with next generation ViaSat network technology is expected to enable WildBlue to increase upstream and downstream user speeds by factors of 3 to 5 times in those high-demand areas at current subscription prices, substantially raising the value to consumers."

David Leonard, CEO of WildBlue, commented, "Over the past several years, we focused on acquiring and retaining customers, scaling our business and generating cash flow. The combination with ViaSat sets the stage both strategically and financially for the next phase of growth at WildBlue. We believe ViaSat, through its success with WildBlue in the Unites States, Barrett XPlornet in Canada, and Eutelsat ToowaySM in Europe, has achieved the economies of scale needed to make satellite broadband affordable and competitive. With the addition of ViaSat-1 capacity to our network, we believe we can grow our subscriber base to become a top ten broadband ISP in the U.S. and expand further domestically and internationally."

In addition to accelerating the growth of WildBlue's consumer satellite broadband business, the transaction also promotes organic growth opportunities for other ViaSat commercial and defense businesses.

"WildBlue's satellites accelerate our entrance into new Ka-band broadband applications by over a year. We have been making steady progress pursuing defense and mobile broadband markets in the U.S. and globally," continued Dankberg. "We are very excited about integrating the WildBlue team into all of our global broadband technology and service initiatives."

A Combination Rooted in Integration
Since announcing plans to build ViaSat-1 in early 2008, ViaSat has been in discussions with several potential strategic and financial partners.

"WildBlue is in a unique position and was always our first choice as a partner," said Dankberg. "We have worked together for a decade creating the Ka-band broadband market. We know and complement each other extremely well - creating an integrated technology and services company. The key was structuring a financially attractive transaction that fairly apportions value for all the constituencies; preserves the resources and relationships that are the source of technical, operational and market advantages; and has clear, consistent purpose and governance. We believe we have done that," said Dankberg.

Liberty Media to Appoint Representative to ViaSat Board
At closing, WildBlue shareholders are expected to have the right to nominate one representative to the ViaSat board of directors and have agreed to allow Liberty Media, who is expected to become a significant shareholder of ViaSat as part of this transaction, to select the representative.

"Our longstanding investment in WildBlue reflects our keen interest in new broadband access and media delivery networks of all types," said Mark Carleton of Liberty Media, who also is chairman of WildBlue.

"In just a few years, WildBlue established a demand for its service and rapidly grew to over 400,000 subscribers. We believe that combining the service and technology companies, expanding the market applications, and adding the timely quantum leap in network capacity expected by the ViaSat-1 satellite, establishes an even more competitive platform for further growth and value creation for shareholders."

In addition, Intelsat, Tennenbaum Capital Partners, the National Rural Telecommunications Cooperative, and Kleiner Perkins Caufield and Byers are also expected to become ViaSat shareholders as a result of the transaction.

Transaction Terms and Highlights
The purchase price is approximately $568 million, or approximately $500 million taking into account WildBlue's expected amount of cash on hand. Key factors in the transaction structure include:

+ Free cash flow generated by WildBlue is expected to meaningfully exceed the transaction financing costs and, accordingly, WildBlue cash flow is expected to become a source of funds to complete ViaSat-1 and accelerate network build-out.

+ For the trailing twelve month period ended June 30, 2009, WildBlue generated revenues of approximately $209 million, adjusted EBITDA of $76 million and $52 million of unlevered free cash flow.

+ ViaSat to retain WildBlue cash on hand at closing, the amount of which is expected to change modestly between now and closing due to anticipated free cash flow in WildBlue's business and certain customary closing adjustments ViaSat assessment of the fair value of the net assets acquired as of the estimated transaction close date is expected to approximate the purchase price - resulting in no additional goodwill on the ViaSat balance sheet.

Key terms of the transaction include:

+ It is anticipated that the consideration to be delivered at closing to the WildBlue shareholders and creditors will consist of $443 million of cash and $125 million of newly issued ViaSat common stock.

+ ViaSat intends to finance the cash portion of the transaction from a combination of WildBlue and ViaSat available cash on hand, and by working with certain of our lenders and others (i.e., JP Morgan, Bank of America, Wells Fargo, and Union Bank) to structure financing which is expected to be implemented prior to close.

+ ViaSat has arranged with WildBlue current creditors a $350 million second lien term loan with a four year maturity (following closing). This loan can be used, at ViaSat's sole election, in whole or in part, in the event third-party debt financing is not raised on satisfactory terms prior to closing.

+ The number of ViaSat common shares to be issued at closing will be determined based on the ten-day volume weighted average closing price ("VWAP") of ViaSat shares shortly prior to closing, subject to a collar mechanism; accordingly, ViaSat will issue at closing not more than approximately 5.685 million shares or not less than approximately 4.262 million shares. In the event the VWAP is equal to $25.73 (i.e., the midpoint of the collar), ViaSat will issue approximately 4.858 million shares.

+ ViaSat has the right to substitute additional cash for some or all of the ViaSat common shares to be issued at closing.

Closing
The transaction is subject to customary regulatory and other conditions and is expected to close in the fourth quarter of ViaSat's 2010 fiscal year, which ends April 2, 2010. The transaction is not subject to a vote of the ViaSat shareholders.

Share This Article With Planet Earth

del.icio.us	Digg	Reddit
YahooMyWeb	Google	Facebook

Related Links
ViaSat
WildBlue
The latest information about the Commercial Satellite Industry

Memory Foam Mattress Review

SPACE MEDIA NETWORK PROMOTIONS Solar Energy Solutions Tempur-Pedic Mattress Comparison ... Newsletters :: SpaceDaily :: SpaceWar :: TerraDaily :: Energy Daily XML Feeds :: Space News :: Earth News :: War News :: Solar Energy News