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ViaSat Announces Cash Tender Offer For Its 8.875% Senior Notes Due 2016

CARLSBAD, Calif., Sept. 27, 2012 /PRNewswire/ -- ViaSat Inc. (Nasdaq: VSAT) has commenced a cash tender offer to purchase any and all of its $275 million in aggregate principal amount of outstanding 8.875% Senior Notes due 2016 (CUSIP 92552VAC4) (the "Notes"). In conjunction with the tender offer, ViaSat is soliciting consents from holders of the Notes to effect certain proposed amendments to the indenture governing the Notes. The tender offer and consent solicitation are being made on the terms and subject to the conditions set forth in an Offer to Purchase and Consent Solicitation Statement (the "Offer to Purchase") and related Letter of Transmittal and Consent, each dated September 27, 2012. Holders that tender their Notes in the tender offer will be deemed to have consented to the proposed amendments to the indenture governing the Notes.


The tender offer and consent solicitation are subject to the satisfaction or waiver of certain conditions, as described in the Offer to Purchase, including the condition that ViaSat shall have received net proceeds from one or more financings sufficient to repurchase all of the Notes tendered, including the payment of all premiums, if any, consent payments, accrued interest, and costs and expenses incurred in connection with the tender offer and consent solicitation, as described in more detail in the Offer to Purchase.

ViaSat is offering to purchase the Notes at a price of $1,061.56 for each $1,000 in principal amount of Notes (the "Tender Offer Consideration") validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the tender offer, plus accrued interest. Holders who validly tender (and do not validly withdraw) their Notes and validly deliver (and do not validly revoke) their consents to the proposed amendments at or prior to 5.00 p.m., New York City time, on October 11, 2012, unless extended or earlier terminated (such date and time, as the same may be extended or earlier terminated, the "Consent Deadline") will also receive a consent payment of $10.00 for each $1,000 in principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the tender offer.  The total consideration for each $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase at or prior to the Consent Deadline will be an amount equal to $1,071.56 (the "Total Consideration").  ViaSat will not pay the consent payment to holders who tender Notes and deliver consents to the proposed amendments after the Consent Deadline.

The proposed amendments to the indenture governing the Notes would eliminate substantially all of the restrictive covenants, certain affirmative covenants, certain events of default and certain conditions to legal defeasance or covenant defeasance contained in the indenture and the Notes. Holders may not deliver consents to the proposed amendments without validly tendering the related Notes in the tender offer and may not revoke their consents without withdrawing the previously tendered Notes to which they relate.

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