Earth station supple

SUPPLEMENT submitted by RigNet SatCom, Inc.

Supplement to Earth Station Application

2013-09-30

This document pretains to SES-ASG-20130815-00736 for Assignment on a Satellite Earth Station filing.


Catherine Wang
Denise Wood
catherine.wang@bingham.com
denise.wood@bingham.com

September 30, 2013

Via IBFS

Marlene H. Dortch, Secretary
Federal Communications Commission
Office of the Secretary
445 12th Street, SW
Room TW-A325
Washington, DC 20554

Re:        SUPPLEMENT
           IBFS File Nos. SES-ASG-20130815-00736 & SES-ASG-20130815-00737-
           Applications of Stratos Offshore Services Company to Assign Earth Station
           Licenses to RigNet SatCom, Inc.

Dear Ms. Dortch:

On behalf of RigNet SatCom, Inc. (“RigNet”), this letter is being submitted to supplement the
above-referenced proceedings.1 Attached hereto is a copy of the supplement to RigNet’s
Petition for Declaratory Ruling as filed in File No. ISP-PDR-20130815-00004.

Respectfully submitted,


/s/ Denise Wood

Catherine Wang
Denise Wood

Counsel for RigNet Satcom, Inc.

cc (via email): Karl Kensinger, IB
                Jeannette Spriggs, IB
                Christine Crowe, Stratos




1
        RigNet is concurrently filing: (1) a supplement to the pending applications to assign
Section 214 authorizations (WC Docket No. 13-224 and File No. ITC-ASG-20130815-00212),
(2) an amendment to the pending application to assign wireless radio service licenses (File No.
0005888867), and (3) amendments to the pending lease applications (File Nos. 005896965 and
0005897246).



A/75745875.1


                                                                                                                                           Page 1 of 2




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http://licensing.fcc.gov/myibfs/pleadingAttachment.do?ssid=2099688172&pgid=10                                                                9/30/2013


                                      Before the
                        FEDERAL COMMUNICATIONS COMMISSION
                                 Washington, DC 20554

__________________________________________
In the Matter of the Joint Application of       )
                                                )
RigNet SatCom, Inc.                             )                    File No. ISP-PDR-20130815-00004
                                                )
Petition for Declaratory Ruling Under Section   )
310(b)(4) of the Communications Act, as Amended )
To Permit Indirect Foreign Investment           )
Above 25 Percent                                )
__________________________________________)


             SUPPLEMENT TO PETITION FOR DECLARATORY RULING
          UNDER SECTION 310(b)(4) OF THE COMMUNICATIONS ACT OF 1934,
                                   AS AMENDED

          RigNet SatCom, Inc. (“RigNet”) hereby supplements its Petition for Declaratory Ruling

(“Petition”) under section 310(b)(4) of the Communications Act of 1934, as amended (the

“Act”), filed on August 15, 2013 in connection with the filing of several assignment applications

(“Applications”) filed with the Commission on the same date.1

I.        BACKGROUND

          Since the Petition was filed, Energy Growth Holding AS, Energy Growth AS and Cubera

Secondary KS entered into an agreement with KKR European Fund III, Limited Partnership

(“KKR European Fund III”), a fund controlled by affiliates of KKR & Co. L.P. (“KKR”), and

Digital Oilfield Investments LP, a controlled affiliate of KKR European Fund III (“Digital”),

whereby Digital, organized under the laws of the Cayman Islands, will acquire an approximate

27.2 percent interest in RigNet, Inc. (hereinafter, the “KKR Transaction”). Accordingly, and as

1
         RigNet is concurrently filing: (1) supplements to the pending applications to assign Section 214
authorizations (WC Docket No. 13-224 and File No. ITC-ASG-20130815-00212), (2) supplements to the pending
applications to assign earth station licenses (File Nos. SES-ASG-20130815-00736 and SES-ASG-20130815-00737),
(3) an amendment to the pending application to assign wireless radio service licenses (File No. 0005888867), and
(4) amendments to the pending lease applications (File Nos. 005896965 and 0005897243).

                                                       1
A/75731597.4


set forth below, RigNet requests that grant of the Petition, as modified herein, include authority

for Digital to have an ownership interest in RigNet in excess of the twenty-five percent statutory

benchmark pursuant to Section 310(b)(4) of the Act. As described more fully below, the

additional foreign ownership in RigNet as a result of the KKR Transaction would serve the

public interest.

          Pursuant to the KKR Transaction, Digital, a Cayman Islands exempted limited

partnership, will acquire approximately 27.2 percent of RigNet, Inc.’s shares. As noted in the

original Petition, RigNet, Inc., a publicly held Delaware corporation, owns 100 percent of the

outstanding shares of RigNet.

          Digital’s general partner is Digital Oilfield Investments GP Limited, a Cayman Islands

exempted company (“Digital GP”).

          KKR European Fund III, Limited Partnership, a Cayman Islands exempted limited

partnership, will have an approximately 95 percent direct limited partnership interest in Digital.

Approximately 62% of the capital contributed to KKR European Fund III by its limited partners

is derived from non-U.S. entities,2 while the remainder is provided by U.S. entities. KKR

European Fund III, Limited Partnership is also the sole member of Digital GP.

          KKR Partners II (International), L.P. (“KKR Partners II”), a Cayman Islands exempted

limited partnership, will have an approximately 5 percent direct limited partnership interest in

Digital. KKR Partners II is insulated in accordance with the Commission’s rules.3

          KKR European Fund III’s general partner is KKR Associates Europe III, Limited

Partnership, a Cayman Islands exempted limited partnership.


2
         The non-U.S. investment comes from the British Virgin Islands, Canada, Cayman Islands, Finland,
Germany, Ireland, Japan, Jersey (Channel Islands), Republic of Korea, Scotland, Singapore, Sultanate of Oman,
Switzerland, The Netherlands, and the United Kingdom.
3
         See 47 C.F.R. § 1.993(a).

                                                        2
A/75731597.4


          KKR Associates Europe III, Limited Partnership’s general partner is KKR Europe III

Limited, a Cayman Islands exempted company. The limited partners of KKR European Fund III

are insulated.

          KKR Europe III Limited’s sole member is KKR Fund Holdings L.P., a Cayman Islands

exempted limited partnership. KKR Fund Holdings L.P. has two general partners: (1) KKR

Fund Holdings GP Limited, a Cayman Islands exempted company, and (2) KKR Group

Holdings L.P., a Cayman Islands exempted limited partnership. The sole shareholder of KKR

Fund Holdings GP Limited is KKR Group Holdings L.P. KKR Group Holdings L.P.’s general

partner is KKR Group Limited, a Cayman Islands exempted company. The sole shareholder of

KKR Group Limited is KKR & Co. L.P. (“KKR”), a Delaware limited partnership listed on the

New York Stock Exchange. The interests of the limited partners of KKR are insulated. KKR’s

general partner is KKR Management LLC, a Delaware limited liability company. KKR

Management LLC does not hold any economic interests in KKR and is owned by senior KKR

principals.

          The designated members of KKR Management LLC are Henry R. Kravis and George R.

Roberts, both U.S. citizens. Exhibit A contains a chart of RigNet’s ownership and control

structure as it relates to KKR.

II.       INFORMATION REQUIRED BY SECTION 1.991

          Pursuant to Section 1.991 of the Commission’s Rules, RigNet submits the following

additional information in support of this Petition:

Sections 1.991(e) and (g) – Direct Equity/Voting Interests of 10 Percent or More

      The following additional entity will directly hold 10 percent or more of the stock of
RigNet, Inc. or have a 10 percent or more voting interest in RigNet, Inc.:

          Name:                   Digital Oilfield Investments LP


                                                  3
A/75731597.4


          Address:              Maples Corporate Services Limited, Ugland House, PO Box 309,
                                George Town, Grand Cayman, KY1-1104, Cayman Islands
          Citizenship:          Cayman Islands
          Principal Business:   Investment Vehicle
          % Held:               27.2% equity/27.2% voting

Sections 1.991(f) and (g) – Indirect Equity/Voting Interests of 10 Percent or More

       The following additional entities indirectly hold an interest in RigNet, Inc. of 10 percent
or more:

          Name:                 Digital Oilfield Investments GP Limited
          Address:              Maples Corporate Services Limited, Ugland House, PO Box 309,
                                George Town, Grand Cayman, KY1-1104, Cayman Islands
          Citizenship:          Cayman Islands
          Principal Business:   Investment Vehicle
          % Held:               less than 1% equity / 27.2% voting (General Partner of Digital
                                Oilfield Investments LP)

          Name:                 KKR European Fund III, Limited Partnership
          Address:              Maples Corporate Services Limited, Ugland House, PO Box 309,
                                George Town, Grand Cayman, KY1-1104, Cayman Islands
          Citizenship:          Cayman Islands
          Principal Business:   Investment Fund
          % Held:               25.84% equity / 27.2% voting (owns 95% of Digital Oilfield
                                Investments LP)

          Name:                 KKR Associates Europe III, Limited Partnership
          Address:              Maples Corporate Services Limited, Ugland House, PO Box 309,
                                George Town, Grand Cayman, KY1-1104, Cayman Islands
          Citizenship:          Cayman Islands
          Principal Business:   Investment Management Company
          % Held:               less than 1% equity / 27.2% voting (General Partner of KKR
                                European Fund III, Limited Partnership)

          Name:                 KKR Europe III Limited
          Address:              Maples Corporate Services Limited, Ugland House, PO Box 309,
                                George Town, Grand Cayman, KY1-1104, Cayman Islands
          Citizenship:          Cayman Islands
          Principal Business:   Investment Management Company
          % Held:               less than 1% equity / 27.2% voting (General Partner of KKR
                                Associates Europe III, Limited Partnership)

          Name:                 KKR Fund Holdings L.P.
          Address:              Maples Corporate Services Limited, Ugland House, PO Box 309,
                                George Town, Grand Cayman, KY1-1104, Cayman Islands


                                                 4
A/75731597.4


          Citizenship:          Cayman Islands
          Principal Business:   Investment Management Company
          % Held:               less than 1% equity / 27.2% voting (Sole member of KKR Europe
                                III Limited)

          Name:                 KKR Fund Holdings GP Limited
          Address:              Maples Corporate Services Limited, Ugland House, PO Box 309,
                                George Town, Grand Cayman, KY1-1104, Cayman Islands
          Citizenship:          Cayman Islands
          Principal Business:   Investment Management Company
          % Held:               less than 1% equity / 27.2% voting (General Partner of KKR Fund
                                Holdings L.P.)

          Name:                 KKR Group Holdings L.P.
          Address:              Maples Corporate Services Limited, Ugland House, PO Box 309,
                                George Town, Grand Cayman, KY1-1104, Cayman Islands
          Citizenship:          Cayman Islands
          Principal Business:   Investment Management Company
          % Held:               less than 1% equity / 27.2% voting (General Partner of KKR Fund
                                Holdings L.P. and sole shareholder of KKR Fund Holdings GP
                                Limited)

          Name:                 KKR Group Limited
          Address:              Maples Corporate Services Limited, Ugland House, PO Box 309,
                                George Town, Grand Cayman, KY1-1104, Cayman Islands
          Citizenship:          Cayman Islands
          Principal Business:   Investment Management Company
          % Held:               less than 1% equity / 27.2% voting (General Partner of KKR
                                Group Holdings L.P.)

          Name:                 KKR & Co. L.P.
          Address:              c/o The Corporation Trust Company, Corporation Trust Center,
                                1209 Orange Street, Wilmington, New Castle County, Delaware
                                19801
          Citizenship:          Delaware
          Principal Business:   Investment Management Company
          % Held:               less than 1% equity / 27.2% voting (Sole member of KKR Group
                                Limited)

          Name:                 KKR Management LLC
          Address:              c/o The Corporation Trust Company, Corporation Trust Center,
                                1209 Orange Street, Wilmington, New Castle County, Delaware
                                19801
          Citizenship:          Delaware
          Principal Business:   Investment Management Company
          % Held:               0% equity/ 27.2% voting (General Partner of KKR & Co. L.P.)


                                                 5
A/75731597.4


          Name:                     Henry R. Kravis
          Address:                  9 West 57th Street, Suite 4200, New York, NY
          Citizenship:              United States
          Principal Business:       Investments
          % Held:                   less than 5% equity / 27.2% voting (Designated member of KKR
                                    Management LLC)

          Name:                     George R. Roberts
          Address:                  9 West 57th Street, Suite 4200, New York, NY
          Citizenship:              United States
          Principal Business:       Investments
          % Held:                   less than 5% equity / 27.2% voting (Designated member of KKR
                                    Management LLC)

Section 1.991(h)(1) – Estimate of Aggregate Foreign Ownership Table

        An updated Exhibit B is attached providing a percentage estimate of RigNet, Inc.’s
aggregate direct and indirect (1) foreign equity interests which totals 45.04% and (2) foreign
voting interests which totals 44.04%.4

Section 1.991(h)(2) – Ownership and Control Structure Diagram

          Exhibit A depicts the ownership and control structure of KKR’s interest in RigNet.

Section 1.991(i) – Requests for Specific Approval of 5% or more

        RigNet requests specific approval for the following foreign entities to directly or
indirectly hold equity and/or voting interests as listed in RigNet, Inc. RigNet also requests that
the Commission allow these additional entities to increase equity and voting interests held in
RigNet, Inc. up to a non-controlling 49.99 percent interest. Further, RigNet also requests that the
Commission permit additional aggregate indirect and/or voting interests by foreign investors up
to 100 percent.

Digital Oilfield Investments LP                                direct 27.2% equity/ 27.2% voting
Digital Oilfield Investments GP Limited                        indirect less than 1% equity/27.2% voting
KKR European Fund III, Limited Partnership                     indirect 25.84% equity/27.2% voting
KKR Associates Europe III, Limited Partnership                 indirect less than 1% equity/27.2% voting
KKR Europe III Limited                                         indirect less than 1% equity/27.2% voting
KKR Fund Holdings L.P.                                         indirect less than 1% equity/27.2% voting
KKR Fund Holdings GP Limited                                   indirect less than 1% equity/27.2% voting
KKR Group Holdings L.P.                                        indirect less than 1% equity/27.2% voting
KKR Group Limited                                              indirect less than 1% equity/27.2% voting

4
       These interests were calculated pursuant to the standards and criteria set forth in Section 1.992 of the
Commission’s rules.


                                                          6
A/75731597.4


RigNet also requests specific approval for KKR & Co. L.P., which will hold an indirect equity
interest of less than 1% and voting interest of 27.2%, to have foreign equity and/or voting
interest up to and including a non-controlling indirect 49.99 percent equity and/or voting interest
in RigNet, Inc.

Section 1.991(j) – Place of Organization & Type of Business for Foreign Investors

     Each of the entities named in response to Section 1.991(i) above are organized in the
Cayman Islands. The following entities are Exempted Limited Partnerships:

          Digital Oilfield Investments LP
          KKR European Fund III, Limited Partnership
          KKR Associates Europe III, Limited Partnership
          KKR Fund Holdings L.P.
          KKR Group Holdings L.P.

The following entities are Exempted Companies:

          Digital Oilfield Investments GP Limited
          KKR Europe III Limited
          KKR Group Limited

III.      CONCLUSION AND REQUEST FOR EXPEDITED CONSIDERATION

          RigNet respectfully requests a declaratory ruling be issued that it is in the public interest

to have indirect foreign ownership as specified herein in excess of the 25% benchmark under

Section 310(b)(4) of the Communications Act of 1934, as amended, 47 U.S.C. § 310(b)(4), as

such foreign ownership pertains to the above investors, subject to standard conditions. RigNet

further respectfully requests this matter be given expedited consideration. This Petition relates to

an asset transaction for which multiple assignment applications have been filed.5 RigNet has

expended, and is continuing to expend, significant resources to transition its business systems to

operate the assets to be acquired, not to mention discontinuing Inmarsat’s accounting team in

Newfoundland, Canada and re-establishing the function in Houston through considerable

investment in new hire accounting personnel. RigNet is working to complete all of the business


5
          See infra footnote 1.

                                                    7
A/75731597.4


and operational arrangements necessary to meet the conditions to closing of the asset transaction

and anticipates that all such arrangements will be in place by December 15, 2013, leaving the

FCC regulatory approvals as the only potentially outstanding condition to completing the

transaction. A prolonged delay in the closing of this transaction will result in material cost

inefficiencies increasing the economic burden on RigNet thereby making it more difficult to

successfully integrate the purchased assets and customer services on a timely basis. Further,

RigNet is acutely aware that a delay in the closing creates significant uncertainty that puts at risk

the operational and technical personnel to be transferred and needed for a seamless transition in

operations and customer service. RigNet accordingly requests that the Commission expedite its

consideration of this Petition.

                                                      Respectfully submitted,


                                                      /s/ Danielle Burt______________________
                                                      Catherine Wang
                                                      Danielle Burt
                                                      BINGHAM MCCUTCHEN LLP
                                                      2020 K Street, N.W.
                                                      Washington, DC 20006-1806
                                                      (202) 373-6000 (Tel)
                                                      (202) 373-6001 (Fax)
                                                      catherine.wang@bingham.com
                                                      danielle.burt@bingham.com

                                                      Counsel for RigNet SatCom, Inc.

Dated: September 30, 2013




                                                  8
A/75731597.4


                                       Exhibit A

               RigNet Ownership and Control Structure as it relates to KKR




A/75731597.2


                                                            EXHIBIT A
                    Ownership and Control Structure of KKR’s Interest in RigNet
  Henry R. Kravis &               Designated Members
  George R. Roberts          Less than 5% equity (I),
                             27.2 % voting (I)

                                                 KKR Management LLC
                                                     (Delaware)
                                                               General Partner
                                                               0% equity (I), 27.2% voting (I)

                                                        KKR & Co. L.P.
                                                         (Delaware)
                                                               Sole Member (shareholder)
                                                               Less than 1% equity (I), 27.2% voting (I)

                                                   KKR Group Limited
                                                    (Cayman Islands)
                                                               General Partner
                                                               Less than 1% equity (I), 27.2% voting (I)

                                               KKR Group Holdings L.P.
                                                  (Cayman Islands)                                               Sole Member

                                                               General Partner                               KKR Fund Holdings GP
                                                               Less than 1% equity (I), 27.2% voting (I)
                                                                                                            Limited (Cayman Islands)
                                                KKR Fund Holdings L.P.                                          General Partner
                                                  (Cayman Islands)                                              Less than 1% equity (I),
                                                               Sole Member (shareholder)                        27.2% voting (I)
                                                               Less than 1% equity (I), 27.2% voting (I)

                                                KKR Europe III Limited
                                                  (Cayman Islands)
                                                               General Partner
                                                               Less than 1% equity (I), 27.2% voting (I)

                                 KKR Associates Europe III, Limited Partnership
                                              (Cayman Islands)
                                                               General Partner
                                                               Less than 1% equity (I), 27.2% voting (I)

                                      KKR European Fund III, Limited Partnership ¹
  Sole Member                                    (Cayman Islands)
                                                              95% (I)
    Digital Oilfield Investments GP                           25.84% equity (I), 27.2% voting (I)
      Limited (Cayman Islands)

                      General Partner

                                              Digital Oilfield Investments LP
¹ A KKR affiliate, KKR Partners II                   (Cayman Islands)
(International), L.P., organized in
the Cayman Islands, owns the                                   27.2% (D)
remaining 5% in Dynamo
Investment Partners L.P.
                                                          RigNet, Inc.
                                                          (Delaware)
                                                               100%, Real Party-in-Interest
                                                                                                        Equity/Voting          Licensee
                                                                                                    D = Direct ownership
                                                   RigNet SatCom, Inc.                              I = Indirect Ownership in RigNet, Inc.
                                                       (Delaware)


                                                  Exhibit B

                          Aggregate Foreign Investor Interests in RigNet, Inc.

               Investor          Country of Citizenship/Organization        Aggregate %   Aggregate %
                                                                              Voting        Equity
 Digital Oilfield Investments    Cayman Islands                             27.2%         27.2%
 LP
 Aggregate Known                 Norway, Brazil, Canada, Malaysia, Qatar,   0.44%         0.44%
                                 Singapore, Sweden, United Kingdom
 Aggregate Unknown               Unknown                                    16.4%         17.4%


 TOTAL                                                                      44.04%        45.04%




A/75731597.2


                                         CERTIFICATION


           I, Mark Slaughter, state that I am the Chief Executive Officer and President of RigNet

SatCom, Inc. ("RigNet"); that I am authorized to make this Certification on behalf of RigNet;

that the foregoing Supplement to the Petition for Declaratory Ruling Under Section 310(b)(4) of

the Communications Act of 1934, as amended, was prepared under my direction and

supervision; and that the contents are true and correct to the best of my knowledge, information,

and belief.

           I declare under penalty of perjury that the foregoing is true and correct. Executed this



                                                M\ S\
:@ day of September, 2013.                      SA    oA    c.
                                                 \    3      *    NF -\,\\     '

                                               Mark Slaughter       A
                                               Chief Executive Officer and President
                                               RigNet SatCom, Inc.




AMTS731792.1



Document Created: 2013-09-30 17:20:25
Document Modified: 2013-09-30 17:20:25

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