General Information Request
Viasat, Inc.
IB Docket No. 22-153
IBFS File No. SES-T/C-20220201-00145
November 16, 2022
1. Provide a current organization chart and personnel directory for the Company as a whole and for each
of the Company's facilities or divisions involved in any activity relating to any relevant product or
relevant service in any relevant geographic area.
2. Provide full and complete copies of the merger agreement and any side or letter agreements or other
related agreements (and all amendments and attachments thereto) that Viasat, Inc. and/or Connect
Topco Limited have entered into that relate to the Proposed Transaction.
3. Provide all presentations to management committees, executive committees, boards of directors,
investors, investor analysts, and industry analysts concerning the Proposed Transaction.
4. Provide all quantitative analyses that have been undertaken by the Company or any consultant or
expert hired by the Company to analyze the effects of the Proposed Transaction, including any
merger simulations, econometric modeling, spreadsheet models or similar analyses. Provide all
supporting documents and data used in these analyses; if such analyses incorporate cognizable
efficiencies, including quality and quality-adjusted price efficiencies, specify the types and amounts
of cognizable efficiencies assumed, together with the justifications, data sources and documents relied
upon to estimate these efficiencies.
5. The Applicants claim that Viasat's and Inmarsat's satellite constellations will provide additional
capacity to serve the United States and satisfy its increasing demand for connectivity. (Narrative,
page 8). They note that neither company alone could reasonably expect to replicate the benefits of
the Proposed Transaction through the deployment of additional satellites, and that combining the
company's existing fleets will result in greater spectrum diversity and density of coverage than
either company could reasonably expect to achieve on its own. They also claim that the Proposed
Transaction will enable the companies to reduce substantially the satellite capacity fees they
currently pay to third parties. (Supplement, page 6).
a.
Describe each relevant geographic area and relevant product or service in which the
Company faces constraints on its capacity. Explain in detail how: capacity constraints may
have reduced the Company's ability to compete for customers, the Company's plans to meet
demand prior to announcement of the Proposed Transaction, and how the Proposed
Transaction will allow the Company to rationalize resources to better meet its capacity needs.
Describe and quantify the public interest benefits stemming from improved capacity resulting
from the Proposed Transaction and explain the steps and estimated time and costs that the
Company anticipates taking to achieve improved capacity. Include a description of the
customers whose relevant products or services needs may particularly benefit from the
Proposed Transaction because of a preference or need for the more diverse and dense
geographic coverage claimed as a benefit of the Proposed Transaction.
b.
Describe satellite launches that each of the Applicants had planned prior to the
announcement of the Proposed Transaction and for each planned launch:
i. Describe the geographic area and relevant product or relevant service that the launch is
intended to serve and the spectrum bands the Company plans to use to provide each
relevant product or relevant service.
ii. Explain whether and how the Proposed Transaction affects the planned launch,
1
General
Information
Request
Viasat,
Inc.
IB
Docket
No.
22-153
IBFS
File
No.
SES-T/C-20220201-00145
November
16,
2022
1.
Provide
a
current
organization
chart
and
personnel
directory
for
the
Company
as
a
whole
and
for
each
of
the
Company's
facilities
or
divisions
involved
in
any
activity
relating
to
any
relevant
product
or
relevant
service
in
any
relevant
geographic
area.
2.
Provide
full
and
complete
copies
of
the
merger
agreement
and
any
side
or
letter
agreements
or
other
related
agreements
(and
all
amendments
and
attachments
thereto)
that
Viasat,
Inc.
and/or
Connect
Topco
Limited
have
entered
into
that
relate
to
the
Proposed
Transaction.
3.
Provide
all
presentations
to
management
committees,
executive
committees,
boards
of
directors,
investors,
investor
analysts,
and
industry
analysts
concerning
the
Proposed
Transaction.
4.
Provide
all
quantitative
analyses
that
have
been
undertaken
by
the
Company
or
any
consultant
or
expert
hired
by
the
Company
to
analyze
the
effects
of
the
Proposed
Transaction,
including
any
merger
simulations,
econometric
modeling,
spreadsheet
models
or
similar
analyses.
Provide
all
supporting
documents
and
data
used
in
these
analyses;
if
such
analyses
incorporate
cognizable
efficiencies,
including
quality
and
quality-adjusted
price
efficiencies,
specify
the
types
and
amounts
of
cognizable
efficiencies
assumed,
together
with
the
justifications,
data
sources
and
documents
relied
upon
to
estimate
these
efficiencies.
5.
The
Applicants
claim
that
Viasat's
and
Inmarsat's
satellite
constellations
will
provide
additional
capacity
to
serve
the
United
States
and
satisfy
its
increasing
demand
for
connectivity.
(Narrative,
page
8).
They
note
that
neither
company
alone
could
reasonably
expect
to
replicate
the
benefits
of
the
Proposed
Transaction
through
the
deployment
of
additional
satellites,
and
that
combining
the
company's
existing
fleets
will
result
in
greater
spectrum
diversity
and
density
of
coverage
than
either
company
could
reasonably
expect
to
achieve
on
its
own.
They
also
claim
that
the
Proposed
Transaction
will
enable
the
companies
to
reduce
substantially
the
satellite
capacity
fees
they
currently
pay
to
third
parties.
(Supplement,
page
6).
a.
Describe
each
relevant
geographic
area
and
relevant
product
or
service
in
which
the
Company
faces
constraints
on
its
capacity.
Explain
in
detail
how:
capacity
constraints
may
have
reduced
the
Company's
ability
to
compete
for
customers,
the
Company's
plans
to
meet
demand
prior
to
announcement
of
the
Proposed
Transaction,
and
how
the
Proposed
Transaction
will
allow
the
Company
to
rationalize
resources
to
better
meet
its
capacity
needs.
Describe
and
quantify
the
public
interest
benefits
stemming
from
improved
capacity
resulting
from
the
Proposed
Transaction
and
explain
the
steps
and
estimated
time
and
costs
that
the
Company
anticipates
taking
to
achieve
improved
capacity.
Include
a
description
of
the
customers
whose
relevant
products
or
services
needs
may
particularly
benefit
from
the
Proposed
Transaction
because
of
a
preference
or
need
for
the
more
diverse
and
dense
geographic
coverage
claimed
as
a
benefit
of
the
Proposed
Transaction.
b.
Describe
satellite
launches
that
each
of
the
Applicants
had
planned
prior
to
the
announcement
of
the
Proposed
Transaction
and
for
each
planned
launch:
i.
Describe
the
geographic
area
and
relevant
product
or
relevant
service
that
the
launch
is
intended
to
serve
and
the
spectrum
bands
the
Company
plans
to
use
to
provide
each
relevant
product
or
relevant
service.
ii.
Explain
whether
and
how
the
Proposed
Transaction
affects
the
planned
launch,
1
including how the Proposed Transaction impacts the quantification of benefits from
increased capacity and costs.
iii. Explain whether the planned satellite launches might be cancelled if the Proposed
Transaction is approved and the impact on capacity and cost savings due to expenses
that would no longer be incurred.
C. Quantify the capacity fees that the Company currently pays to third parties on an annual basis
and the reduction in capacity fees that would result if the Proposed Transaction is approved.
Explain why this reduction in payments to third parties should be considered a cognizable
efficiency of the Proposed Transaction.
d. Explain why the Company would not be able to increase its satellite capacity to meet
anticipated demand absent the Proposed Transaction.
e. Provide all documents relied on in preparing responses 5.a-5.d.
6.
The Applicants claim that the combined company will be able to incorporate Viasat's state-of-the-art
technologies to enhance Inmarsat's narrowband satellite service offerings. (Narrative, page 8).
Describe in detail the planned improvements to Inmarsat's narrowband satellite service offerings, the
public benefits stemming from these improvements, and the steps and estimated time and costs that
the Company anticipates taking to achieve these improvements. Also, explain why Inmarsat could
not have adopted state-of-the-art technology to enhance its narrowband offerings absent the
Transaction. Provide all documents relied on in preparing these responses.
7. The Applicants claim that the combined company will be able to offer innovative pairings of
services to meet evolving customer demand. (Narrative, page 8). Describe the innovative pairings
of services that the combined company will offer or anticipates offering to Viasat and Inmarsat
customers and explain why these services would not have been possible absent the Proposed
Transaction. Describe and quantify the public interest benefits stemming from these innovative
pairings and state the steps and estimated time and costs that the Company anticipates taking to
achieve them. Provide all documents relied on in preparing these responses.
8.
Describe in detail and quantify any additional public interest benefits of the Proposed Transaction.
For each benefit identified, state the steps that the Company anticipates taking to achieve the
benefit and the estimated time and costs required to achieve it, and explain why these benefits
could not be achieved absent the Proposed Transaction. Provide all documents relied on in
preparing these responses.
9. The Applicants assert that the Proposed Transaction will not result in competitive harm in the
provision of aviation services. (Supplement, page 3).
a. For each relevant aviation service, and each geographic area within which the Company offers
these services or was planning to offer these services prior to the announcement of the
Proposed Transaction, provide a discussion of these products and services, the revenues and
market shares of the Company and the five (5) largest competitors for each service, and the
types of customers that the Company serves or was planning to serve. Additionally, discuss the
Company's short-term and long-term strategic plans, plans for potential entry or expansion, and
expectations of potential for sales growth in the aviation segment prior to the announcement of
the Proposed Transaction. Provide all documents relied on in preparing this response.
b. For each year from 2018 to 2022, for each relevant geographic area, and separately, for
business aviation and commercial aviation customers, provide the following information
concerning IFC services:
i. Total annual IFC revenues;
2
including
how
the
Proposed
Transaction
impacts
the
quantification
of
benefits
from
increased
capacity
and
costs.
iii.
Explain
whether
the
planned
satellite
launches
might
be
cancelled
if
the
Proposed
Transaction
is
approved
and
the
impact
on
capacity
and
cost
savings
due
to
expenses
that
would
no
longer
be
incurred.
C.
Quantify
the
capacity
fees
that
the
Company
currently
pays
to
third
parties
on
an
annual
basis
and
the
reduction
in
capacity
fees
that
would
result
if
the
Proposed
Transaction
is
approved.
Explain
why
this
reduction
in
payments
to
third
parties
should
be
considered
a
cognizable
efficiency
of
the
Proposed
Transaction.
d.
Explain
why
the
Company
would
not
be
able
to
increase
its
satellite
capacity
to
meet
anticipated
demand
absent
the
Proposed
Transaction.
e.
Provide
all
documents
relied
on
in
preparing
responses
5.a-5.d.
6.
The
Applicants
claim
that
the
combined
company
will
be
able
to
incorporate
Viasat's
state-of-the-art
technologies
to
enhance
Inmarsat's
narrowband
satellite
service
offerings.
(Narrative,
page
8).
Describe
in
detail
the
planned
improvements
to
Inmarsat's
narrowband
satellite
service
offerings,
the
public
benefits
stemming
from
these
improvements,
and
the
steps
and
estimated
time
and
costs
that
the
Company
anticipates
taking
to
achieve
these
improvements.
Also,
explain
why
Inmarsat
could
not
have
adopted
state-of-the-art
technology
to
enhance
its
narrowband
offerings
absent
the
Transaction.
Provide
all
documents
relied
on
in
preparing
these
responses.
7.
The
Applicants
claim
that
the
combined
company
will
be
able
to
offer
innovative
pairings
of
services
to
meet
evolving
customer
demand.
(Narrative,
page
8).
Describe
the
innovative
pairings
of
services
that
the
combined
company
will
offer
or
anticipates
offering
to
Viasat
and
Inmarsat
customers
and
explain
why
these
services
would
not
have
been
possible
absent
the
Proposed
Transaction.
Describe
and
quantify
the
public
interest
benefits
stemming
from
these
innovative
pairings
and
state
the
steps
and
estimated
time
and
costs
that
the
Company
anticipates
taking
to
achieve
them.
Provide
all
documents
relied
on
in
preparing
these
responses.
8.
Describe
in
detail
and
quantify
any
additional
public
interest
benefits
of
the
Proposed
Transaction.
For
each
benefit
identified,
state
the
steps
that
the
Company
anticipates
taking
to
achieve
the
benefit
and
the
estimated
time
and
costs
required
to
achieve
it,
and
explain
why
these
benefits
could
not
be
achieved
absent
the
Proposed
Transaction.
Provide
all
documents
relied