UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934*

(Amendment No.     )

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

SCHEDULE 13D

 

 

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SCHEDULE 13D

 

 

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SCHEDULE 13D

 

 

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SCHEDULE 13D

 

 

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SCHEDULE 13D

 

 

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SCHEDULE 13D

 

 

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SCHEDULE 13D

 

 

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SCHEDULE 13D

 

 

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SCHEDULE 13D

 

 

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SCHEDULE 13D

 

 

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SCHEDULE 13D

 

 

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SCHEDULE 13D

 

 

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SCHEDULE 13D

 

 

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Item 1.

Security and Issuer.

 

This statement on Schedule 13D (this “Schedule 13D”) relates to shares of Common Stock, par value $0.001 per share (the “Common Stock”), of RigNet, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 1880 S. Dairy Ashford, Suite 300, Houston, Texas 77077.

 

Item 2.

Identity and Background

 

(a), (f) This statement on Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended, by:

(i) Digital Oilfield Investments LP, a Cayman Islands exempted limited partnership (“Digital Investments LP”);

(ii) Digital Oilfield Investments GP Limited, a Cayman Islands limited company (“Digital Investments GP”);

(iii) KKR European Fund III, Limited Partnership, a Cayman Islands exempted limited partnership (“KKR European Fund III”);

(iv) KKR Associates Europe III, Limited Partnership, a Cayman Islands exempted limited partnership (“KKR Associates Europe III”);

(v) KKR Europe III Limited, a Cayman Islands limited company (“KKR Europe III”);

(vi) KKR Fund Holdings L.P., a Cayman Islands exempted limited partnership (“KKR Fund Holdings”);

(vii) KKR Fund Holdings GP Limited, a Cayman Islands limited company (“KKR Fund Holdings GP”);

(viii) KKR Group Holdings L.P., a Cayman Islands exempted limited partnership (“KKR Group Holdings”);

(ix) KKR Group Limited, a Cayman Islands limited company (“KKR Group”);

(x) KKR & Co. L.P., a Delaware limited partnership (“KKR & Co.”);

(xi) KKR Management LLC, a Delaware limited liability company (“KKR Management”);

(xii) Henry R. Kravis, a United States citizen; and

(xiii) George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xiii) are collectively referred to herein as the “Reporting Persons”).

 

Digital Investments GP is the general partner of Digital Investments LP. KKR European Fund III is the sole shareholder of Digital Investments GP. KKR Associates Europe III is the general partner of KKR European Fund III and KKR Europe III is the general partner of KKR Associates Europe III.  KKR Fund Holdings is the sole shareholder of KKR Europe III.  KKR Fund Holdings GP is a general partner of KKR Fund Holdings. KKR Group Holdings is the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings.  KKR Group is the general partner of KKR Group Holdings. KKR & Co. is the sole shareholder of KKR Group. KKR Management is the general partner of KKR & Co.  Messrs. Kravis and Roberts are executive officers and the designated members of KKR Management.

 

The directors of Digital Investments GP are Mattia Caprioli, Alexander Bruells and William J. Janetschek.  Each of Messrs. Kravis, Roberts and Janetschek and David J. Sorkin is a director of KKR Europe III.  Each of Todd A. Fisher and Messrs. Janetschek and Sorkin is a director of KKR Fund Holdings GP and KKR Group and an officer of KKR Management.

 

Each of Messrs. Fisher, Janetschek and Sorkin is a United States citizen. Mr. Bruells is a German citizen. Mr. Caprioli is an Italian citizen.

 

The Reporting Persons have entered into a joint filing agreement, dated as of September 23, 2013, a copy of which is attached hereto as Exhibit A.

 

(b)                                 The address of the principal business office of Digital Investments LP, Digital Investments GP, KKR European Fund III, KKR Associates Europe III, KKR Europe III, KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR Group, KKR & Co., KKR Management and Messrs. Kravis, Fisher, Janetschek and Sorkin is:

 

c/o Kohlberg Kravis Roberts & Co. L.P.

9 West 57th Street, Suite 4200

New York, NY 10019

 

The address of the principal business office of Mr. Roberts is:

 

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c/o Kohlberg Kravis Roberts & Co. L.P.

2800 Sand Hill Road, Suite 200

Menlo Park, CA 94025

 

The address of the principal business office of Messrs. Caprioli and Bruells is:

 

c/o Kohlberg Kravis Roberts & Co. Partners LLP

Stirling Square, 7 Carlton Gardens,

London, SW1Y 5AD, England

 

(c)                                  Each of Digital Investments LP and Digital Investments GP is formed solely for the purpose of investing in the Issuer.

 

KKR European Fund III is principally engaged in the business of investing in other companies. Each of KKR Associates Europe III and KKR Europe III is principally engaged in the business of managing KKR European Fund III.

 

Each of KKR Fund Holdings, KKR Fund Holdings GP, KKR Group Holdings, KKR Group, KKR & Co. and KKR Management is principally engaged as a holding company for the subsidiaries engaged in the investment management business.

 

The present principal occupation or employment of each of Messrs. Kravis, Roberts, Fisher, Janetschek, Sorkin, Caprioli and Bruells is as an executive of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and/or one or more of its affiliates.

 

(d)                                 During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)                                 During the last five years, none of the Reporting Persons or, to the best knowledge of the Reporting Persons, any of the other persons named in this Item 2, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

Pursuant to a purchase agreement dated August 14, 2013 (the “Purchase Agreement”), as part of a private transaction, Digital Investments LP agreed to purchase from Energy Growth AS, a Norwegian corporation, (i) 4,049,691 shares of Common Stock (the “Shares”) and (ii) Warrants to purchase 700,309 shares of Common Stock (the “Warrants”) for an aggregate amount of $139,314,159 (the “Purchase Price”).  The material contingencies to closing the transaction were satisfied on September 12, 2013.

 

The funds used to purchase the Shares and the Warrants will be provided from general funds available to the Reporting Persons and the applicable subsidiaries and affiliates thereof, including capital contributions from investors.

 

Item 4.

Purpose of Transaction.

 

The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference in this Item 4.

 

The Reporting Persons acquired beneficial ownership of the Shares and the Warrants for investment purposes and intend to review their investments in the Issuer on a continuing basis. Depending on various factors, including but not limited to the Issuer’s financial position and strategic direction, price levels of the Common Stock, conditions in the securities markets, and general economic and industry conditions, the Reporting Persons may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing, the Reporting Persons may, from time to time, exercise some or all of the Warrants, acquire or cause affiliates to acquire additional shares of Common Stock or other securities of the Issuer, dispose, or cause affiliates to dispose, of some or all of the

 

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Common Stock or other securities of the Issuer or continue to hold, or cause affiliates to hold, Common Stock or other securities of the Issuer (or any combination or derivative thereof).

 

In addition, without limitation, the Reporting Persons may engage in discussions with management, the board of directors, stockholders of the Issuer and other relevant parties or take other actions concerning any extraordinary corporate transaction (including but not limited to a merger, reorganization or liquidation) or the business, operations, assets, strategy, future plans, prospects, corporate structure, board composition, management, capitalization, dividend policy, charter, bylaws, corporate documents, agreements, de-listing or de-registration of the Issuer.

 

Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons and, to the best knowledge of the Reporting Persons, any of the other individuals named in Item 2 above, have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  Although the foregoing reflects activities presently contemplated by the Reporting Persons and any other person named in Item 2 with respect to the Issuer, the foregoing is subject to change at any time.

 

Item 5.

Interest in Securities of the Issuer.

 

(a) and (b). The Reporting Persons beneficially own an aggregate of 4,750,000 shares of Common Stock (including warrants to purchase 700,309 shares of Common Stock). The shares of Common Stock beneficially owned by Reporting Persons represent, in the aggregate, approximately, 28.4% of the outstanding shares of Common Stock, assuming the exercise of the warrants into shares of Common Stock.  The percentages of beneficial ownership in this Schedule 13D are based on an aggregate of 16,008,666 shares of Common Stock outstanding as of July 31, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 5, 2013, and assumes that an additional 700,309 shares of Common Stock are outstanding upon exercise of the warrants. The 4,049,691 shares of Common Stock and warrants to purchase 700,309 shares of Common Stock will be held directly by Digital Investments LP upon consummation of the transactions contemplated by the Purchase Agreement.

 

Each of Digital Investments GP (as the general partner of Digital Investments LP), KKR European Fund III (as the sole shareholder of Digital Investments GP), KKR Associates Europe III (as the general partner of KKR European Fund III), KKR Europe III (as the general partner of KKR Associates Europe III), KKR Fund Holdings (as the sole shareholder of KKR Europe III) and KKR Fund Holdings GP (as a general partner of KKR Fund Holdings), KKR Group Holdings (as the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings), KKR Group (as the general partner of KKR Group Holdings), KKR & Co. (as the sole shareholder of KKR Group), KKR Management (as the general partner of KKR & Co.), and Messrs. Henry R. Kravis and George R. Roberts (as the designated members of KKR Management), may be deemed to be the beneficial owner of the securities beneficially owned directly by Digital Investments LP, and each disclaims beneficial ownership of the securities.

 

None of Messrs. Fisher, Janetschek, Sorkin, Caprioli, and Bruells beneficially owns any shares of Common Stock.

 

(c) Except as set forth in Item 3, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any other person named in Item 2 has engaged in any transaction during the past 60 days in any shares of Common Stock.

 

(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares or the Warrants.

 

(e) Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

The information set forth in Item 3 of this Schedule 13D is hereby incorporated by reference.

 

The description herein of the terms and conditions of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, included as Exhibit C, which is incorporated herein by reference.

 

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Item 7.

Material to be Filed as Exhibits.

 

Exhibit A		Joint Filing Agreement, dated as of September 23, 2013, by and among the Reporting Persons.
Exhibit B		Powers of Attorney
Exhibit C		Purchase Agreement, dated as of August 14, 2013, by and between Energy Growth Holding AS, Energy Growth AS, Cubera Secondary KS, KKR European Fund III, Limited Partnership and Digital Oilfield Investments LP (f/k/a Dynamo Investment Partners L.P.) (the “Purchase Agreement”).
Exhibit D		Amendment to the Purchase Agreement, dated as of September 18, 2013.

 

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SIGNATURES

 

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: September 23, 2013

 

		DIGITAL OILFIELD INVESTMENTS LP
	By:	Digital Oilfield Investments GP Limited, its general partner
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		DIGITAL OILFIELD INVESTMENTS GP LIMITED
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		KKR EUROPEAN FUND III, LIMITED PARTNERSHIP
	By:	KKR Associates Europe III, Limited Partnership, its general partner
	By:	KKR Europe III Limited, its general partner
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		KKR ASSOCIATES EUROPE III, LIMITED PARTNERSHIP
	By:	KKR Europe III Limited, its general partner
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		KKR EUROPE III LIMITED
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director

 

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		KKR FUND HOLDINGS L.P.
	By:	KKR Fund Holdings GP Limited, a general partner
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		KKR FUND HOLDINGS GP LIMITED
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		KKR GROUP HOLDINGS L.P.
	By:	KKR Group Limited, its general partner
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		KKR GROUP LIMITED
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		KKR & CO. L.P.
	By:	KKR Management LLC, its general partner
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
		KKR MANAGEMENT LLC
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer

 

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		HENRY R. KRAVIS
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact
		GEORGE R. ROBERTS
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact

 

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EXHIBIT LIST

 

Exhibit A		Joint Filing Agreement, dated as of September 23, 2013, by and among the Reporting Persons.
Exhibit B		Powers of Attorney
Exhibit C		Purchase Agreement, dated as of August 14, 2013, by and between Energy Growth Holding AS, Energy Growth AS, Cubera Secondary KS, KKR European Fund III, Limited Partnership and Digital Oilfield Investments LP (f/k/a Dynamo Investment Partners L.P.) (the “Purchase Agreement”).
Exhibit D		Amendment to the Purchase Agreement, dated as of September 18, 2013.

 

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EXHIBIT A

 

JOINT FILING AGREEMENT

 

This will confirm the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of common stock, par value $0.001 per share of RigNet, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

Dated:  September 23, 2013

 

 

		DIGITAL OILFIELD INVESTMENTS LP
	By:	Digital Oilfield Investments GP Limited, its general partner
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		DIGITAL OILFIELD INVESTMENTS GP LIMITED
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		KKR EUROPEAN FUND III, LIMITED PARTNERSHIP
	By:	KKR Associates Europe III, Limited Partnership, its general partner
	By:	KKR Europe III Limited, its general partner
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		KKR ASSOCIATES EUROPE III, LIMITED PARTNERSHIP
	By:	KKR Europe III Limited, its general partner
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		KKR EUROPE III LIMITED
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director

 

 

		KKR FUND HOLDINGS L.P.
	By:	KKR Fund Holdings GP Limited, a general partner
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		KKR FUND HOLDINGS GP LIMITED
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		KKR GROUP HOLDINGS L.P.
	By:	KKR Group Limited, its general partner
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		KKR GROUP LIMITED
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Director
		KKR & CO. L.P.
	By:	KKR Management LLC, its general partner
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer
		KKR MANAGEMENT LLC
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact for William J. Janetschek, Chief Financial Officer

 

 

		HENRY R. KRAVIS
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact
		GEORGE R. ROBERTS
	By:	/s/ Richard J. Kreider
		Name: Richard J. Kreider
		Title: Attorney-in-fact

 

 

EXHIBIT B

 

POWER OF ATTORNEY

 

Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

	/s/ Henry R. Kravis
	Name: Henry R. Kravis
Date: July 31, 2005

 

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POWER OF ATTORNEY

 

Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

	/s/ George R. Roberts
	Name: George R. Roberts
Date: July 31, 2005

 

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POWER OF ATTORNEY

 

Know all men by these presents that William J. Janetschek does hereby make, constitute and appoint Richard J. Kreider and David J. Sorkin, or either one of them or any other person acting at the direction of either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as an officer, member or partner of any entity for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

 

	/s/ William J. Janetschek
	Name: William J. Janetschek
Date: January 25, 2011

 

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EXHIBIT C

 

Execution Version

 

PURCHASE AGREEMENT

 

by and among

 

Energy Growth Holding AS,

 

Energy Growth AS,

 

Cubera Secondary KS,

 

 KKR European Fund III, Limited Partnership,

 

and

 

Dynamo Investment Partners L.P.

 

Dated as of August 14, 2013

 

 

Table of Contents

 

		Page
ARTICLE I.	PURCHASE AND SALE	1
1.01	Purchase and Sale	1
1.02	Payment of Purchase Price	2
ARTICLE II.	CLOSING	3
2.01	Date of Closing	3
2.02	Deliveries	3
ARTICLE III.	REPRESENTATIONS AND WARRANTIES OF CUBERA	3
3.01	Organization	3
3.02	Authorization of Agreement	3
3.03	No Conflicts	4
3.04	No Consents	4
3.05	Financial Statements	5
3.06	Good and Valid Title	5
3.07	Scope of Business	5
3.08	Tax	5
3.09	Litigation	7
3.10	Compliance With Laws	7
3.11	Registration Rights Agreement	7
3.12	No Other Representations and Warranties	7
ARTICLE IV.	REPRESENTATIONS AND WARRANTIES OF PURCHASER	7
4.01	Organization	7
4.02	Authorization of Agreement	7
4.03	No Conflicts	8
4.04	No Consents	8
4.05	Litigation	8
4.06	No Other Representations and Warranties	9
ARTICLE V.	COVENANTS AND AGREEMENTS	9
5.01	Access to Seller	9
5.02	Exclusivity	9
5.03	Reasonable Best Efforts; Further Assurances	10
5.04	Regulatory and Other Authorizations	10
5.05	No Disclosure	11
5.06	Fees and Expenses	12
5.07	Termination of Affiliate Agreements	12
5.08	Redenomination, Exercise and Transfer of RigNet Warrants	12

 

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5.09	No Transfer of Company Interests	13
5.10	Tax Election	13
ARTICLE VI.	CONDITIONS PRECEDENT TO CLOSING	13
6.01	Conditions Precedent	13
6.02	Documents to be Delivered by Seller	15
6.03	Documents to be Delivered by Purchaser	15
ARTICLE VII.	TAX MATTERS	15
7.01	Indemnification for Taxes	15
7.02	Transfer Taxes	17
ARTICLE VIII.	TERMINATION	17
8.01	Termination	17
8.02	Effect of Termination	18
ARTICLE IX.	GENERAL PROVISIONS	19
9.01	Certain Definitions	19
9.02	Survival of Representations, Warranties	19
9.03	Entire Agreement	19
9.04	Governing Law; Jurisdiction; Waiver of Jury Trial	20
9.05	Amendment; Waiver	20
9.06	Notices	20
9.07	Severability	21
9.08	Assignment and Binding Effect	21
9.09	No Benefit to Others	22
9.10	Specific Performance	22
9.11	Counterparts	22
9.12	Interpretation	22
9.13	Disclosure	23
9.14	No Presumption	23
9.15	Recapitalizations; Reorganizations	23

 

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PURCHASE AGREEMENT

 

THIS PURCHASE AGREEMENT, dated as of August 14, 2013 (the “Agreement”), is made by and among Energy Growth Holding AS, a Norwegian corporation (the “Parent”), Energy Growth AS, a Norwegian corporation (the “Seller”), Cubera Secondary KS, a Norwegian limited partnership (“Cubera”),  KKR European Fund III, Limited Partnership, a Cayman limited partnership (“Purchaser Parent”), and Dynamo Investment Partners L.P., a Cayman limited partnership (the “Purchaser”).

 

WHEREAS, Parent owns all of the issued and outstanding capital stock of Seller (the “Seller Shares”);

 

WHEREAS, Seller owns 4,049,691 shares of the common stock, par value $0.001 per share (the “RigNet Common Stock”) (all such 4,049,691 shares, the “Transferred Shares”), of RigNet, Inc., a Delaware corporation (the “Company”);

 

WHEREAS, Seller owns warrants (the “RigNet Warrants”) convertible into 833,319 shares of RigNet Common Stock;

 

WHEREAS, Seller desires to sell, and Purchaser desires to purchase from Seller, the Transferred Shares and RigNet Warrants for 700,309 shares of RigNet Common Stock (the “Exercisable Warrants” and, together with the Transferred Shares, the “Company Interests”); and

 

WHEREAS, subject to the exercise of the Seller Shares Election (as defined below), Seller will sell to Purchaser the Transferred Shares and Exercisable Warrants as provided in this Agreement (the “Interests Purchase”).

 

NOW, THEREFORE in consideration of the mutual covenants and the respective representations and warranties contained herein, the parties hereby agree as follows:

 

ARTICLE I.                          PURCHASE AND SALE.

 

1.01 Purchase and Sale.

 

(a)         Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (defined below), Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Company Interests. Purchaser shall receive good and marketable title to such interests free and clear of any adverse claims.

 

(b)     At the election of Purchaser communicated to Parent in accordance with Section 9.06 no later than three (3) Business Days prior to the Closing Date (the “Seller Shares Election”), at the Closing Purchaser may purchase the Seller Shares in lieu of the Company Interests, and all references to the Company Interests in this Section 1.01 shall be deemed to be references to the Seller Shares.  Notwithstanding any other provision of this Agreement to the contrary, unless and until the Seller Shares Election is exercised:

 

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(i)                                     The representations and warranties set forth in Sections 3.05, 3.07, 3.08 (other than the definitions in clause (g) thereof), 3.09, 3.10 and 3.11 of this Agreement shall have no effect and shall not be deemed to be part of this Agreement;

 

(ii)                                  The words “and Parent has good and valid title to the Seller Shares” in the representation and warranty set forth in Section 3.06 of this Agreement shall have no effect and shall not be deemed to be included in Section 3.06 of this Agreement;

 

(iii)                               Sections 5.01, 5.07 and 7.01 of this Agreement shall have no effect and shall not be deemed to be part of this Agreement.

 

1.02 Payment of Purchase Price. (a) Purchase Price.  The aggregate purchase price for the Company Interests (or, in the case of the Seller Shares Election, the Seller Shares) hereunder (the “Purchase Price”) shall equal the sum of (i) $30 per share for each of the 4,049,691 shares of RigNet Common Stock constituting the Transferred Shares to be delivered by Seller (or held by Seller at the Closing if the Seller Shares Election is exercised pursuant to Section 1.01(b) hereof) plus (ii) $30 minus the exercise price of each Exercisable Warrant delivered by Seller at the Closing (or held by Seller at the Closing if the Seller Shares Election is exercised pursuant to Section 1.01(b) hereof).

 

(b)         Closing Payment.  At the Closing, in consideration for the sale and transfer of the Company Interests, and upon the terms and subject to the conditions of this Agreement, Purchaser shall pay or cause to be paid to Seller by wire transfer in immediately available funds an amount equal to the Purchase Price; provided, that if the Seller Shares Election has been exercised, then the Purchaser shall instead pay or cause to be paid to the Parent by wire transfer in immediately available funds an amount equal to the Purchase Price.  Notwithstanding the foregoing, at the election of Purchaser, Purchaser may place the portion of the Purchase Price attributable to the Exercisable Warrants in escrow (which shall be treated for tax purposes as owned by the Seller (or the Parent, if the Seller Shares Election is exercised)) and pay the remainder of the Purchase Price at Closing as provided by this Section 1.02(b), such that the escrowed portion of the Purchase Price, together with any interest, if any, from investment thereof, shall be paid over to Seller upon receipt by Purchaser of the shares of RigNet Common Stock (or other securities or property) issuable upon exercise of the Exercisable Warrants.  The parties hereto agree to cooperate to establish the terms and conditions of any such escrow arrangement, and Purchaser agrees that if it elects to place the portion of the Purchase Price attributable to the Exercisable Warrants in escrow, Purchaser will exercise the Exercisable Warrants in accordance with their terms promptly following the Closing.

 

(c)      Withholding. Notwithstanding any provision contained herein to the contrary, Purchaser shall be entitled to deduct and withhold from any payments made pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of any such payment under any applicable law.  To the extent that amounts are so withheld, and paid to the proper taxing authority pursuant to any applicable law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Seller (or, if the Seller Shares Election has been exercised, to Parent) in respect of which such deduction and withholding was made.  Purchaser shall (i) notify Seller (or Parent, as the case may be) of any amounts  that Purchaser intends to deduct and withhold (and shall use its reasonable best efforts to so notify at least ten (10) 

 

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Business Days prior to the Closing), (ii) consult with Seller (or Parent, as the case may be) in good faith to determine whether such deduction or withholding is required under applicable Law, and (iii) reasonably cooperate with Seller (or Parent, as the case may be) to minimize the amount of any applicable deductions or withholding.  Purchaser, Parent and Seller agree that, under the Law as in effect on the date hereof, Purchaser will not withhold by reason of Section 1445 of the Code with respect to the Interests Purchase or the purchase of the Seller Shares pursuant to Section 1.01(b), as applicable.  Notwithstanding any provision contained herein to the contrary, Cubera shall indemnify and hold harmless the Purchaser and its Affiliates and each of their respective officers, directors, employees, stockholders, agents and other representatives and hold them harmless from any withholding Taxes with respect to the Interests Purchase or the purchase of the Seller Shares pursuant to Section 1.01(b), as applicable.

 

ARTICLE II.                     CLOSING.

 

2.01 Date of Closing.  Subject to the provisions of Article VI, the closing of the purchase and sale of the Company Interests (or, upon the exercise of the Seller Shares Election, the Seller Shares) (the “Closing”) shall take place at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 at 10:00 a.m. New York City time, as soon as practicable, but in no event later than the fifth Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature will not be satisfied until the Closing).  For purposes of this Agreement, the date on which the Closing actually occurs is hereinafter referred to as the “Closing Date”.

 

2.02 Deliveries.  At the Closing: (i) the parties shall execute and deliver to each other the documents referred to in Sections 6.02 and 6.03 hereof; and (ii) Purchaser shall make the applicable payments pursuant to Sections 1.02(b) and 1.02(c).

 

ARTICLE III.                REPRESENTATIONS AND WARRANTIES OF CUBERA.

 

Cubera represents and warrants to Purchaser, except as set forth on the disclosure schedules delivered by Parent to Purchaser on or prior to the date hereof (the “Schedules”), as follows:

 

3.01 Organization.  Cubera is a limited partnership and each of Parent and Seller is a corporation, in each case duly organized and validly existing under the Laws of Norway, and each of them has the full corporate or other power and authority to enter into this Agreement and each other agreement, document or certificate contemplated by this Agreement and to be executed by Cubera, Parent or Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Seller Documents”).

 

3.02 Authorization of Agreement.   The execution, delivery and performance by Cubera, Parent and Seller of this Agreement, and the applicable Seller Documents to which they are a party, have been duly authorized by all necessary corporate and stockholder or other analogous action of Cubera, Parent and Seller. This Agreement has been, and each of the Seller Documents to which they are a party have been or will be, duly executed and delivered by each of Cubera, Parent and Seller and, assuming this Agreement or such other Seller Documents constitute or will constitute the valid and binding obligation of Purchaser Parent and Purchaser, constitutes or

 

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will constitute the valid and binding obligation of each of Cubera, Parent and Seller, enforceable against each of Cubera, Parent and Seller in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws relating to or affecting the rights of creditors generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and by an implied covenant of good faith and fair dealing.

 

3.03 No Conflicts.  Except as set forth on Schedule 3.03, and assuming the receipt of all consents, approvals, authorizations and exemptions and the making of all filings set forth in Section 3.04 hereof, if any, neither the execution, delivery or performance of this Agreement by each of Cubera, Parent and Seller or the Seller Documents to which they are a party, nor the consummation by each of Cubera, Parent and Seller of the transactions contemplated hereby or thereby, nor compliance by each of Cubera, Parent and Seller with the terms and provisions hereof or thereof, will: (i) conflict with the organizational documents of Cubera, Parent or Seller; (ii) result in the breach or termination of, or constitute a default (or with notice or lapse of time or both, constitute a default) under or result in the termination or suspension of, or accelerate the performance required by the terms, conditions or provisions of, any note, bond, mortgage, indenture, license, lease, agreement, commitment or other instrument which would, in each case, be a “material contract” under Rule 601 of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to which Cubera, Parent or Seller is a party or by which any of the foregoing is bound; (iii) constitute a violation by Cubera, Parent or Seller of any statute, Law, rule, regulation, order or ordinance (collectively, “Laws”) of any governmental authority, commission, agency, public body or authority, domestic or foreign (each, a “Governmental Authority”) applicable to any of the foregoing; or (iv) result in the creation or imposition of any lien on any asset of Cubera, Parent or Seller; except, in the case of clauses (ii), (iii) and (iv) above, for such conflicts, violations, defaults, breaches, terminations, suspensions or acceleration of performance and Liens which would not reasonably be expected to have a Material Adverse Effect.  “Material Adverse Effect” means (a) any material adverse effect on the business, financial condition or results of operations of Parent and Seller taken as a whole or (b) any material impairment of the ability of Purchaser or its Affiliates to consummate the transactions contemplated hereby.

 

3.04 No Consents.   Assuming the accuracy of Purchaser Parent’s representations, no consent, approval or authorization of, or filing with, or exemption by, any Governmental Authority is required in connection with the execution, delivery or performance by each of Cubera, Parent and Seller of this Agreement or the Seller Documents to which they are a party excluding (i) filings and notices not required to be given or made until after the Closing Date, (ii) compliance with the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (iii) any other consent, approval, authorization, exemption or filing, if any, which Purchaser is required to obtain or make or which may be required to be obtained or made by Parent or Seller as a result of the regulatory status of Purchaser or (iv) any consent, approval, authorization, exemption or filing which, if not obtained or made, would not reasonably be expected to have a Material Adverse Effect or would not prevent or materially delay Parent or Seller from performing its obligations under this Agreement in all material respects.

 

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3.05 Financial Statements.   (a)  Attached hereto as Schedule 3.05(a)(i) are (i) the audited balance sheets as of December 31, 2012 and statements of income of Seller for the twelve months ended December 31, 2012 and (ii) the unaudited balance sheets as of June 30, 2013 and statements of income of Seller for the six months ended June 30, 2013, and in each case the related statements of operations and statements of cash flows of Seller for the months and years then ended (together, the “Financial Statements”).

 

(b)         In each case, (i) the Financial Statements have been prepared in accordance with GAAP, except (in the case of the unaudited Financial Statements at and for the period ended June  30, 2013) for the absence of footnote disclosures and schedules and normal year-end audit adjustments, and (ii) the Financial Statements present fairly in all material respects, as of their respective dates and for the periods set forth therein, the financial position, results of operations or cash flows, as the case may be, of Seller.

 

3.06 Good and Valid Title.  Seller has good and valid title to the Company Interests and Parent has good and valid title to the Seller Shares, free and clear of any liens, claims, encumbrances, security interests, options, pre-emptive, drag-along or tag-along rights, rights of first refusal or first offer, charges or restrictions of any kind (collectively, “Liens”).

 

3.07 Scope of Business. Seller (i) does not have any Subsidiaries and does not own assets of any kind except the Transferred Shares and the RigNet Warrants, cash and certain tax loss carry-forwards and does not have any actual or potential liability with respect to any business other than owning the Transferred Shares and the RigNet Warrants; and (ii) prior to the consummation of the transactions contemplated hereby, Seller has not engaged in any business other than ownership of the Transferred Shares and the RigNet Warrants, interests in SPT Group AS and Norse Cutting & Abandonment AS (collectively, the “Sales”) that have previously been sold, and the activities incidental to its formation, the Sales and the consummation of the transactions contemplated hereby. Except for liabilities incurred in connection with its formation and the transactions contemplated hereby, Seller will not have incurred, directly or indirectly, any liabilities and will not be a party to any agreements or arrangements with any entity or person.  Seller has no liabilities, whether known or unknown, due or to become due, contingent or otherwise, related to the Sales.

 

3.08 Tax. Except as set forth on Schedule 3.08:

 

(a)         All income and other material Tax Returns (as defined below) required to be filed by or with respect to Seller have been timely filed, and all such Tax Returns are complete and correct in all material respects.  Seller has paid in full all Taxes as shown on such Tax Returns, or have made adequate provision for all Taxes (as defined below) on the latest balance sheet included in the Financial Statements.

 

(b)         To Cubera’s knowledge (when used herein, Cubera, Parent and Seller’s knowledge shall mean the actual knowledge of Axel Høvo Daasvand), there are no Tax Liens (as defined below) upon any of the assets or properties of Seller, other than with respect to Taxes accrued in the ordinary course of business not yet due and payable.

 

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(c)          No examination or audit of any Tax Return relating to any Taxes of Seller or with respect to any Taxes due from or with respect to Seller by any Governmental Authority is currently in progress or, to the knowledge of Seller, threatened or contemplated.  No assessment of Tax has been proposed in writing against Seller or any of its assets or properties and Seller knows of no grounds for any such assessment.  There are no outstanding agreements, waivers or arrangements extending the statutory period of limitation applicable to any claim for, or the period for the collection or assessment of, Taxes due from or with respect to Seller or any of its Subsidiaries for any taxable period.

 

(d)         Seller has duly and timely withheld from employee salaries, wages and other compensation and paid over to the appropriate taxing authorities all amounts required to be so withheld and paid over for all periods under all applicable laws and regulations.

 

(e)          Seller has collected all material sales and use Taxes required to be collected, and has remitted, or will remit on a timely basis, such amounts to the appropriate governmental authorities, or has been furnished properly completed exemption certificates and has maintained all such records and supporting documents in the manner required by all applicable sales and use Tax statutes and regulations.

 

(f)           Seller is not a party to, or bound by, or has any obligation under, any tax allocation or sharing agreement or similar contract or arrangement or any agreement that obligates it to make any payment computed by reference to the Taxes, taxable income or taxable losses of any other Person.

 

(g)          Definitions. For purposes of this Agreement the terms below shall have the following respective meanings:

 

(i)                                     “Taxes” shall mean (i) all federal, state, local or foreign taxes, charges, fees, levies or other assessments, including, without limitation, income, gross receipts, excise, real and personal property, profits, estimated, severance, occupation, production, capital gains, capital stock, goods and services, environmental, employment, withholding, stamp, value added, alternative or add-on minimum, sales, transfer, use, license, payroll and franchise taxes or any other tax, custom, duty or governmental fee, or other like assessment or charge of any kind whatsoever, imposed by any Governmental Authority, and such term shall include any interest, penalties, fines, related liabilities or additions to tax attributable to such taxes, charges, fees, levies or other assessments.

 

(ii)                                  “Tax Returns” shall mean any report, return, declaration or other information required to be supplied to any Governmental Authority in connection with Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

 

(iii)                               “Tax Liens” shall mean Liens with respect to the payment of taxes, assessments or governmental charges in each case that are not yet due or that are being  contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained to the extent required by GAAP.

 

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3.09 Litigation.  There are no actions, suits, inquiries, proceedings or investigations pending or, to each of Cubera, Parent and Seller’s knowledge, threatened before any court or Governmental Authority against Parent or Seller or which would reasonably be expected to prevent or materially impair or delay the ability of Parent or Seller to consummate the transactions contemplated hereby.

 

3.10 Compliance With Laws.  Seller has, since July 8, 2008, been in compliance in all material respects with all Laws (including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, and other Laws relating to anti-corruption).  Seller is not now, or since January 1, 2008 has not been, charged or threatened with a charge of violation, or, to Cubera, Parent and Seller’s knowledge, under investigation with respect to a possible violation of any Law.

 

3.11                  Registration Rights Agreement. Seller has provided to Purchaser a true  and correct copy of that certain Amended and Restated Registration Rights Agreement effective as of June 20, 2005 among the Company and the securityholders named therein (the “Registration Rights Agreement”).  To Cubera’s knowledge, the Registration Rights Agreement is in full force and effect and is the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws relating to or affecting the rights of creditors generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and by an implied covenant of good faith and fair dealing.  Seller is a party to the Registration Rights Agreement, having entered into the Registration Rights Agreement when its corporate name was Energivekst AS.

 

3.12 No Other Representations and Warranties.  Except for the representations and warranties contained in this Article III, Purchaser acknowledges that none of Cubera, Parent, Seller or any other person on behalf of Cubera, Parent or Seller makes any other express or implied representation or warranty with respect to Cubera, Parent or Seller or with respect to any other information provided to Purchaser.

 

ARTICLE IV.                 REPRESENTATIONS AND WARRANTIES OF PURCHASER.

 

Purchaser Parent represents and warrants to Parent and Seller as follows:

 

4.01 Organization.  Purchaser Parent and Purchaser are limited partnerships duly organized, validly existing and in good standing under the Laws of the Cayman Islands and have the full power and authority to enter into this Agreement and each other agreement, document or certificate contemplated by this Agreement and to be executed by Purchaser Parent and Purchaser in connection with the consummation of the transactions contemplated by this Agreement (the “Purchaser Documents”).

 

4.02 Authorization of Agreement.  The execution, delivery and performance by Purchaser Parent and Purchaser of this Agreement, and the applicable Purchaser Documents to which they are a party, have been duly authorized by all necessary corporate and stockholder or other analogous action of Purchaser Parent and Purchaser.  This Agreement has been, and each

 

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