On October 8, 2021, representatives of Viasat, Inmarsat Holdings and their respective advisors attended
a due diligence session regarding future Ligado Payments. In addition, on October 8, 2021, representatives of Viasat, Inmarsat Holdings, Latham, Apax, Warburg, PJT Partners, Barclays, JP Morgan, Trinity Advisers, Latham and Kirkland attended a
video conference call to discuss financing matters.
Also on October 8, 2021, our Board held a meeting, with members of our senior management and
representatives of Baupost present, in which senior management provided the Board with a detailed update on the potential Inmarsat Holdings transaction. As part of this review, the Board discussed with senior management the status of negotiations,
timing, proposed economic terms, proposed rights of Inmarsat Shareholders to designate two directors to the board of directors of the combined company, and other key terms under negotiation, including regulatory covenants and reverse break fees. The
Board also discussed with management potential synergies, integration planning and the status of review of various regulatory matters. Kevin Harkenrider, then Executive Vice President Global Operations and Chief Operations Officer of Viasat,
reviewed for the Board Viasats due diligence findings to date, including due diligence related to Inmarsat Groups satellite fleet and cybersecurity risks. Mr. Baldridge and Robert Blair, Vice President, General Counsel and Secretary
of Viasat, also engaged the Board in a discussion with respect to availability, cost and terms of representation and warranty insurance coverage, and the potential value and limitations of such coverage with respect to the potential transaction.
On October 10, 2021, representatives of Viasat, Inmarsat Holdings, Apax, Warburg, PJT Partners, Barclays, JP Morgan, Trinity Advisers, Latham
and Kirkland participated in a follow-up telephone conference regarding financing matters.
On October 11,
2021, representatives of Viasat, Inmarsat Holdings, Barclays, Trinity Advisers, PJT Partners and JP Morgan attended a due diligence session via video conference regarding Inmarsat Groups satellite fleet in connection with obtaining financing
commitments for the transaction.
On October 13, 2021, representatives of Kirkland sent a revised draft of the share purchase agreement to
representatives of Latham. The revised draft reflected Inmarsat Holdings position on various open items, including matters relating to consideration adjustments, regulatory conditions and efforts, termination rights and reverse break fees.
During the period from October 13, 2021 to November 8, 2021, representatives of Viasat, Inmarsat Holdings, Latham and Kirkland continued to discuss and negotiate certain key terms of the share purchase agreement and other definitive
documents, and also discussed U.K. Government communications and other legal and regulatory matters. During that period, revised drafts of each of the key transaction documents were repeatedly exchanged between the respective parties legal
advisors.
Between October 14, 2021 and October 28, 2021, representatives of Viasat, Inmarsat Holdings, PJT Partners, Trinity Advisers, Deloitte
(Viasats transaction tax advisor), PricewaterhouseCoopers LLP (Inmarsat Holdings transaction tax advisor and a United Kingdom entity) and Latham attended numerous working sessions to discuss various tax and legal structuring matters.
Structuring matters discussed included proposed tax and legal structuring steps, certain cross-border tax considerations and certain tax elections.
On
October 15, 2021, representatives of Kirkland attended a meeting at Lathams offices to further discuss and negotiate the draft share purchase agreement. In particular, discussions focused on transaction terms relating to sell-side deal
protections, closing conditions (with Inmarsat Holdings continuing to seek greater deal certainty through a narrower set of closing conditions), regulatory covenants (with Inmarsat Holdings continuing to seek a higher standard of effort to fulfill
and satisfy regulatory conditions than the standard proposed by Viasat), termination rights, reverse break fees (with Viasat continuing to reject a reverse break fee related to regulatory approvals and the parties continuing to negotiate the quantum
of the reverse break fee for a change in recommendation and expense reimbursements) and conditionality. As part of these discussions, Viasat engaged Linklaters to provide additional input and advice to Viasat on regulatory matters. Also, on
October 15, 2021, members of PJT Partners, Barclays, JP Morgan, Trinity Advisers, Latham and Kirkland participated in a telephone conference to discuss the appropriate quantum of any change of recommendation reverse break fee payable by Viasat.
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