SCHEDULE 13D/A: Viasat Investor Group Dissolves, CPPIB Enters New Governance Agreement

A major investor group in Viasat, Inc., including Canada Pension Plan Investment Board, has dissolved, with CPPIB entering a new standalone stockholder agreement that includes voting and transfer restrictions.

Summary

• The Schedule 13D/A (Amendment No. 3) reports significant changes in beneficial ownership and governance agreements related to Viasat, Inc. common stock.
• On May 21, 2025, the previous Stockholders Agreement, dated November 8, 2021, among Apax Investor, CPPIB Investor, OTPP Investor, WP Investor, and Viasat, Inc. was terminated.
• Concurrently, the Coordination Agreement, also dated November 8, 2021, among these investors was terminated.
• Following these terminations, the investors, including CPP Investment Board Private Holdings (4) Inc. and Canada Pension Plan Investment Board, no longer constitute a 'group' within the meaning of Section 13(d) of the Securities Exchange Act of 1934.
• CPP Investment Board Private Holdings (4) Inc. (CPPIB Investor) entered into a new, separate Stockholder Agreement with Viasat, Inc. on May 21, 2025.
• Under the new agreement, the CPPIB Investor is subject to certain transfer restrictions, including a prohibition on transfers to Viasat's competitors and other specified parties, as long as it owns at least 1% of Viasat's total outstanding common stock.
• The new agreement also includes customary standstill limitations and requires the CPPIB Investor to vote all of its shares in favor of Viasat's director nominees and in accordance with the board's recommendations on other matters, subject to certain exceptions, as long as its ownership remains at or above 1%.
• As of May 21, 2025, the Reporting Persons (CPPIB entities) ceased to be part of a group that beneficially owns 5% or more of Viasat's outstanding common stock.
• The CPPIB entities beneficially own 4,795,334 shares, representing 3.68% of Viasat's common stock, based on 130,319,585 shares outstanding as of May 9, 2025.

Sentiment

Score: 6

Explanation: The document reflects a neutral to slightly positive sentiment. While it details the dissolution of a multi-investor group, which might imply a reduction in collective influence, it also establishes a new, direct, and structured relationship with a major institutional investor (CPPIB) that includes voting alignment and transfer restrictions beneficial to the company's stability and control over its shareholder base. The changes are procedural and expected for a large institutional investor.

Positives

• The dissolution of the multi-investor group and the establishment of a new, direct agreement with CPPIB may simplify governance and clarify the relationship between Viasat and this significant investor.
• The new Stockholder Agreement ensures CPPIB's voting alignment with Viasat's board on director nominees and other matters, providing stability in corporate governance.
• Transfer restrictions prevent CPPIB from selling shares to competitors, which could be seen as a protective measure for Viasat.

Negatives

• For the CPPIB Investor, the new Stockholder Agreement imposes restrictions on share transfers and mandates voting behavior, limiting its flexibility and autonomy regarding its Viasat investment.
• The reduction in beneficial ownership percentage by the 'group' (due to its dissolution) means a previously significant collective influence is now fragmented, though CPPIB remains a substantial individual holder.

Risks

• The new Stockholder Agreement includes transfer restrictions, which could limit the liquidity or exit options for the CPPIB Investor if it wishes to divest its stake quickly or to certain parties.
• The voting requirements in the new agreement could potentially limit CPPIB's ability to vote against management proposals, even if it perceives them as not being in its best interest, subject to certain exceptions.

Future Outlook

The document does not provide explicit forward-looking statements or guidance regarding Viasat's future operations or financial performance. It focuses on changes in investor agreements and beneficial ownership.

Industry Context

This filing primarily concerns changes in a significant investor's relationship with Viasat, rather than broader industry trends. The dissolution of a multi-investor group and the formation of a new, direct agreement with a single large institutional investor like CPPIB is a specific corporate governance event for Viasat, not indicative of a general industry trend.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• The termination of the Old Stockholders Agreement and Coordination Agreement, and the entry into the New Stockholder Agreement, represent significant transactions between Viasat, Inc. and its major investors, including CPP Investment Board Private Holdings (4) Inc. and Canada Pension Plan Investment Board. These are related party dealings given the substantial ownership stake and governance agreements.

Stakeholder Impact

• Shareholders: The new agreement provides clarity on the voting behavior of a significant institutional investor, potentially reducing uncertainty. The transfer restrictions could be seen as beneficial for long-term stability by preventing sales to disruptive parties.
• Management/Board: The voting alignment and standstill provisions in the new agreement provide greater stability and support for Viasat's current management and board, reducing the risk of activist challenges from this investor.
• Competitors: The transfer restrictions explicitly prevent CPPIB from selling shares to Viasat's competitors, which is a direct protective measure for the company.

Next Steps

• The new Stockholder Agreement is effective as of May 21, 2025, and its terms will govern the relationship between Viasat and the CPPIB Investor going forward.
• CPPIB Investor will continue to vote its shares in favor of Viasat's director nominees and board recommendations, subject to certain exceptions, as long as it owns at least 1% of outstanding common stock.

Key Dates

Recommendation

Keywords

Viasat, SEC filing, Schedule 13D, beneficial ownership, stockholder agreement, corporate governance, Canada Pension Plan Investment Board, CPPIB, investment group, voting agreement, transfer restrictions, common stock