RigNet, Inc.
|
(Name of Issuer)
|
Common Stock, par value $0.001 per share
|
(Title of Class of Securities)
|
766582100
|
(CUSIP Number)
|
(212) 750-8300
|
(Name, Address and Telephone Number of Person
|
Authorized to Receive Notices and Communications)
|
December 20, 2020
|
(Date of Event Which Requires Filing of this Statement)
|
SCHEDULE 13D
|
CUSIP No. 766582100
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Digital Oilfield Investments LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,000,254
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
24.3%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
SCHEDULE 13D
|
CUSIP No. 766582100
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Digital Oilfield Investments GP Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,000,254
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
24.3%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
SCHEDULE 13D
|
CUSIP No. 766582100
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR European Fund III, Limited Partnership
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,000,254
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
24.3%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
SCHEDULE 13D
|
CUSIP No. 766582100
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Associates Europe III, Limited Partnership
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,000,254
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
24.3%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
SCHEDULE 13D
|
CUSIP No. 766582100
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Europe III Limited
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,000,254
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
24.3%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
SCHEDULE 13D
|
CUSIP No. 766582100
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Partnership L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,000,254
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
24.3%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
SCHEDULE 13D
|
CUSIP No. 766582100
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Group Holdings Corp.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,000,254
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
24.3%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
SCHEDULE 13D
|
CUSIP No. 766582100
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR & Co. Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,000,254
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
24.3%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO |
|
|
|||
|
|
SCHEDULE 13D
|
CUSIP No. 766582100
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
KKR Management LLP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
5,000,254
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
24.3%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN |
|
|
|||
|
|
SCHEDULE 13D
|
CUSIP No. 766582100
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Henry R. Kravis
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
24.3%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN |
|
|
|||
|
|
SCHEDULE 13D
|
CUSIP No. 766582100
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
George R. Roberts
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,000,254
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
24.3%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN |
|
|
|||
|
|
Item 2. |
Identity and Background.
|
(a), (f) |
This Schedule 13D is being filed pursuant to Rule 13d-1(a) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), 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 Group Partnership L.P., a Cayman Islands exempted limited partnership (“KKR Group Partnership”);
|
(vii) |
KKR Group Holdings Corp., a Delaware corporation (“KKR Group Holdings”);
|
(viii) |
KKR & Co. Inc., a Delaware corporation (“KKR & Co.”);
|
(ix) |
KKR Management LLP, a Delaware limited liability partnership (“KKR Management”);
|
(x) |
Henry R. Kravis, a United States citizen; and
|
(xi) |
George R. Roberts, a United States citizen (the persons and entities listed in items (i) through (xi) are collectively referred to herein as the “Reporting Persons”).
|
(b) |
The address of the business office of each of the Reporting Persons, except for Mr. Roberts, and Messrs. Nuttall, Bae, Lewin and Sorkin and the other individuals named in this Item 2, except for Mr. Caprioli,
is:
|
(c) |
Each of Digital Investments LP and Digital Investments GP is formed solely for the purpose of investing in the Issuer.
|
(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.
|
Item 4. |
Purpose of Transaction.
|
Item 5. |
Interest in Securities of the Issuer.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7. |
Materials to be Filed as Exhibits.
|
Exhibit
No. |
Description
|
Exhibit H
|
Power of Attorney for Robert H. Lewin
|
Exhibit I
|
Support Agreement between Digital Oilfield Investments LP and Viasat, Inc., dated as of December 20, 2020.
|
DIGITAL OILFIELD INVESTMENTS LP
|
||
By:
|
Digital Oilfield Investments GP Limited, its general partner
|
|
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for Robert H. Lewin, Director
|
DIGITAL OILFIELD INVESTMENTS GP LIMITED
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for Robert H. Lewin, 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/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for Robert H. Lewin, Director
|
KKR ASSOCIATES EUROPE III, LIMITED PARTNERSHIP
|
||
By:
|
KKR Europe III Limited, its general partner
|
|
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for Robert H. Lewin, Director
|
KKR EUROPE III LIMITED
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for Robert H. Lewin, Director
|
KKR GROUP PARTNERSHIP L.P.
|
||
By:
|
KKR Group Holdings Corp., its general partner
|
|
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
|
KKR GROUP HOLDINGS CORP.
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
|
KKR & CO. INC.
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
|
KKR MANAGEMENT LLP
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact for Robert H. Lewin, Chief Financial Officer
|
HENRY R. KRAVIS
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact
|
GEORGE R. ROBERTS
|
||
By:
|
/s/ Terence P. Gallagher
|
|
Name: Terence P. Gallagher
|
||
Title: Attorney-in-fact
|
Name
|
Principal Occupation
|
Henry R. Kravis
|
Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc.
|
George R. Roberts
|
Co-Chief Executive Officer, Co-Chairman of KKR & Co. Inc.
|
Joseph Y. Bae
|
Co-President, Co-Chief Operating Officer of KKR & Co. Inc.
|
Scott C. Nuttall
|
Co-President, Co-Chief Operating Officer of KKR & Co. Inc.
|
Mary N. Dillon
|
Chief Executive Officer of Ulta Beauty, Inc.
|
David C. Drummond
|
Former Senior Vice President, Corporate Development, Chief Legal Officer and Secretary of Alphabet Inc.
|
Joseph A. Grundfest
|
William A. Franke Professor of Law and Business of Stanford Law School
|
John B. Hess
|
Chief Executive Officer of Hess Corporation
|
Xavier Niel
|
Founder, Deputy Chairman of the Board and Chief Strategy Officer of Iliad SA
|
Patricia F. Russo
|
Retired, Former Chief Executive Officer of Alcatel-Lucent
|
Thomas M. Schoewe
|
Retired, Former Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc.
|
Robert W. Scully
|
Retired, Former Member, Office of the Chairman of Morgan Stanley
|
Exhibit No.
|
Description
|
Power of Attorney for Robert H. Lewin
|
|
Support Agreement between Digital Oilfield Investments LP and Viasat, Inc., dated as of December 20, 2020.
|
/s/ Robert H. Lewin
|
|
Name: Robert H. Lewin
|
|
Date: January 14, 2020
|
Viasat, Inc.
|
||
6155 El Camino Real
|
||
Carlsbad, CA 92009
|
||
Attention:
|
Robert Blair, Vice President, General Counsel and Secretary
|
|
Email:
|
robert.blair@viasat.com
|
Latham & Watkins LLP
|
||
12670 High Bluff Drive
|
||
San Diego, California 92130
|
||
Attention:
|
Craig M. Garner
|
|
Email:
|
craig.garner@lw.com
|
Digital Oilfield Investments LP
|
||
c/o Kohlberg Kravis & Roberts Co. L.P.
|
||
9 West 57th Street, Suite 4200
|
||
New York, NY 10019
|
||
Attention:
|
David Sorkin, Esq.
|
|
Email:
|
general.counsel@kkr.com
|
Simpson Thacher & Bartlett LLP
|
||
425 Lexington Avenue
|
||
New York, New York 10017
|
||
Attention:
|
Matthew B. Rogers
|
|
Email:
|
mrogers@stblaw.com
|
VIASAT, INC. | |||
By:
|
/s/ Robert Blair
|
||
Name:
|
Robert Blair
|
||
Title:
|
Vice President, General Counsel and
|
||
Secretary
|
DIGITAL OILFIELD INVESTMENTS LP | ||
By: Digital Oilfield Investments GP Limited, its general partner
|
||
By:
|
/s/ Mattia Caprioli
|
|
Name: Mattia Caprioli
|
||
Title: Director
|
Name and Contact Information for Stockholder
|
Number of Shares of
Company Common Stock
Beneficially Owned
|
|
Digital Oilfield Investments LP
|
5,000,254
|
|
c/o KKR & Co. Inc.
9 West 57th Street, Suite 4200
New York, NY 10019
|