RigNet - Earth Stati

LETTER submitted by RigNet SatCom, Inc.

RIgNet Letter

2013-10-23

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

IBFS_SESASG2013081500736_1017099

Catherine Wang Denise Wood catherine.wang@bingham.com denise.wood@bingham.com October 23, 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: 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 in the above- referenced proceedings to provide a copy of a letter filed in connection with RigNet’s Petition for Declaratory Ruling pending in File No. ISP-PDR-20130815-00004. Please contact the undersigned if you have any questions concerning this filing. Respectfully submitted, /s/ Denise Wood Catherine Wang Denise Wood Counsel for RigNet Satcom, Inc. cc (via email): Christine Crowe, Stratos A/75769481.1

Page 1 of 1 If Commission rules require you to serve your pleading on other parties to the proceeding, you must serve them by mail or as otherwise specified by the rules. Filing a pleading through IBFS does not satisfy the service requirements. Confirmation Thank you for your submission. Please make a note of your confirmation number: IB2013002236 The following information was submitted with this Pleading: Type of Pleading LETTER Date 10/23/2013 Filer Information RigNet SatCom, Inc. RigNet SatCom, Inc. 1880 S. Dairy Ashford Suite 505 Houston TX 77077 USA 2816740700 mark.slaughter@rig.net Contact Information Catherine Wang and Danielle Burt Bingham McCutchen LLP 2020 K Street, N.W. Washington DC20006 USA 202-373-6000 danielle.burt@bingham.com Proceedings List File Number Call Sign Applicant ITC-ASG-20130815-00212 RigNet SatCom, Inc. ISP-PDR-20130815-00004 RigNet SatCom, Inc. Non-Confidential Attachment(s) Date Uploaded Description File Name 10/23/2013 RigNet Letter RigNet Letter.pdf ► Submit Another Non-docketed Pleading ► Return to MyIBFS http://licensing.fcc.gov/myibfs/pleadingAttachment.do?ssid=411962235&pgid=14 10/23/2013

Confirmation Page Page 1 of 1 Your submission has been accepted ECFS Filing Receipt - Confirmation number: 20131023640532 Proceeding Name Subject Joint Application Section 214 of RigNet 13-224 Satcom, Inc. and Stratos Offshore Services Company Contact Info Name of Filer: RigNet SatCom, Inc. Attorney/Author Name: Danielle Burt Lawfirm Name (required Bingham McCutchen LLP if represented by counsel): Address Address For: Law Firm Address Line 1: 2020 K Street, N.W. City: Washington State: DISTRICT OF COLUMBIA Zip: 20006 Details Small Business Impact: NO Type of Filing: LETTER Document(s) File Name Custom Description Size RigNet Letter.pdf 510 KB Disclaimer This confirmation verifies that ECFS has received and accepted your filing. However, your filing will be rejected by ECFS if it contains macros, passwords, redlining, read- only formatting, a virus, or automated links to other documents. Filings are generally processed and made available for online viewing within one business day of receipt. You may use the link below to check on the status of your filing: http://apps.fcc.gov/ecfs/comment/confirm? confirmation=20131023640532 For any problems please contact the Help Desk at 202- 418-0193. http://apps.fcc.gov/ecfs/upload/confirm?token=1n0seksg2eng51w86wcw4jitvi 10/23/2013

Catherine Wang Danielle Burt catherine.wang@bingham.com danielle.burt@bingham.com October 23, 2013 Via IBFS & ECFS Marlene H. Dortch, Secretary Federal Communications Commission Office of the Secretary 445 12th Street, SW Room TW-A325 Washington, DC 20554 Re: IBFS File No. ISP-PDR-20130815-00004; IBFS File No. ISP-ASG-20130815- 00212; WC Docket No. 13-224 Dear Ms. Dortch: This letter clarifies certain information submitted by RigNet SatCom, Inc. (“RigNet”) in supplements (“Supplements”) filed on September 30, 2013, in connection with the RigNet Petition for Declaratory Ruling under Section 310(b)(4) and applications for approval to assign FCC authorizations and assets in connection with the proposed sale of certain assets by Stratos Offshore Services company to RigNet in the above-referenced proceedings. Sale of Stock and Exercise of Warrants Has Occurred: RigNet’s Supplements describe a transaction whereby Energy Growth AS, the largest shareholder of RigNet’s parent company, will sell its RigNet, Inc. shares to Digital Oilfield Investments LP (“Digital”), an entity organized under the laws of the Cayman Islands and controlled by affiliates of KKR & Co. L.P. (“KKR”). RigNet herein confirms that Digital has completed its purchase of RigNet, Inc. shares and warrants from Energy Growth AS and has also exercised its warrants in RigNet, Inc. As a result, Digital currently holds a 28.2% direct interest in RigNet, Inc. and indirectly in RigNet. Energy Growth AS retains a less than a 1% direct interest in RigNet, Inc. Limited Partners Are Insulated in Accordance with FCC Rules: RigNet clarifies the statements on pages 2 and 3 of the Supplement to the Petition for Declaratory Ruling about insulated limited partners in certain funds in the upstream ownership of Digital. The limited partners of KKR Partners II (International), L.P., KKR European Fund III, Limited Partnership (“KKR European Fund III”) and KKR are each insulated in accordance with the Commission’s rules, 47 C.F.R. § 1.993(a). Ownership Percentage of Digital and Upstream Owners Updated: RigNet updates the percentages identified on pages 3-6 of the Supplement to the Petition for Declaratory Ruling and on pages 2-5 of the Supplement to the Joint Application for Section 214 to provide corrected equity and voting interests currently held by Digital and its upstream owners following the purchase of RigNet, Inc. stock and exercise of certain stock warrants by Digital. In addition, the indirect equity interest held by KKR European Fund III has been updated because KKR European Fund III acquired a 93.99% direct limited partnership interest in Digital (rather than 95%) and KKR Partners II (International), L.P. acquired a 6.01% direct limited partnership interest in Digital (rather than 5%), which was set forth on page 2 of the Petition for Declaratory Ruling. The addresses, citizenship, and principal places of business have not A/75769026.1

Marlene H. Dortch, Secretary October 23, 2013 Page 2 changed since the Supplements were filed. A chart of the updated percentages appears below. Other than the listed entities and individuals, no other individual or entity holds a 10% or greater interest in RigNet. Name Percentage of Equity/Voting Interests Digital Oilfield Investments LP 28.2% equity / 28.2% voting Digital Oilfield Investment GP less than 1% equity / 28.2% voting (General Partner of Limited Digital Oilfield Investments LP) KKR European Fund III, Limited 26.5% equity / 28.2% voting (owns 93.99% of Digital Partnership Oilfield Investments LP) KKR Associates Europe III, Limited less than 1% equity / 28.2% voting (General Partner of Partnership KKR European Fund III, Limited Partnership) KKR Europe III Limited less than 1% equity / 28.2% voting (General Partner of KKR Associates Europe III, Limited Partnership) KKR Fund Holdings L.P. less than 1% equity / 28.2% voting (Sole Member of KKR Europe III Limited ) KKR Fund Holdings GP Limited less than 1% equity / 28.2% voting (General Partner of KKR Fund Holdings L.P.) KKR Group Holdings L.P. less than 1% equity / 28.2% voting (General Partner of KKR Fund Holdings L.P. and sole shareholder of KKR Fund Holdings GP Limited) KKR Group Limited less than 1% equity / 28.2% voting (General Partner of KKR Group Holdings L.P.) KKR & Co. L.P. less than 1% equity / 28.2% voting (Sole Member of KKR Group Limited) KKR Management LLC 0% equity / 28.2% voting (General Partner of KKR & Co. L.P.) Henry Kravis less than 5% equity / 28.2% voting (Designated Member of KKR Management LLC) George R. Roberts less than 5% equity / 28.2% voting (Designated Member of KKR Management LLC) Updated Ownership and Control Chart Showing Current Equity and Voting Interests of Digital and Its Upstream Ownership and Other Adjusted Aggregate Percentages of U.S. and Foreign Owners: RigNet provides an updated Exhibit A to the Supplements to depict the current ownership and control structure of RigNet as of its June 30, 2013 report to the Security and Exchange Commission and reflecting subsequent reported sales of shares and warrants. Exhibit A lists the current equity and voting interest percentages held by Digital and its upstream owners and the other aggregate percentages of U.S. and foreign equity and voting interests in RigNet. RigNet provides an updated Exhibit B to the Supplement to the Petition for Declaratory Ruling to list the updated percentage estimates of RigNet, Inc.’s aggregate direct and indirect (1) foreign equity interests which total 45.89% and (2) foreign voting interests which total 44.89%. A/75769026.1

Marlene H. Dortch, Secretary October 23, 2013 Page 3 Clarification of Request to Permit Additional Indirect Equity and/or Voting Interests by Foreign Investors: RigNet corrects an inadvertent omission of the word “equity” from the request on page 6 of the Supplement to the Petition for Declaratory Ruling (and page 7 of the underlying Petition for Declaratory Ruling) to permit additional aggregate indirect equity and/or voting interest by foreign investors up to 100%. Further, RigNet updates its request on page 6 for specific approval for Digital and its upstream owners that are foreign entities to directly or indirectly hold the equity and voting interests in RigNet, Inc. as listed above and to allow these entities to increase equity and/or voting interests up to a non-controlling 49.99 percent interest in RigNet, Inc. and to allow for KKR, which will hold an indirect equity and voting interest as listed above, to have foreign equity and/or voting interests up to and including a non-controlling indirect 49.99 percent equity and/or voting interest in RigNet, Inc. No KKR Affiliates Provide Domestic Telecommunications Services: Finally, in response to a question from staff, we confirm that KKR & Co. L.P. is not aware of any affiliate that provides domestic telecommunications services. This letter is being filed via IBFS and ECFS in the above-referenced docket numbers. Please contact the undersigned if you have any questions concerning this filing. Respectfully submitted, /s/ Catherine Wang Catherine Wang Danielle Burt Counsel for RigNet Satcom, Inc. cc (via email): David Krech, IB Susan O’Connell, IB Jodie May, WCB Bob Ward Wayne Johnson Christine Crowe A/75769026.1

Exhibit A Ownership and Control Structure Chart A/75769026.1

EXHIBIT A RigNet Ownership and Control Structure Henry R. Kravis & Designated Members George R. Roberts Key Less than 5% equity (I), Equity/voting 28.2% voting (I) KKR Management LLC Control Chain (Delaware) Licensee General Partner (D) Direct Ownership in RigNet Satcom, Inc. 0% equity (I), 28.2% voting (I) (I) Indirect Ownership in RigNet, Inc. KKR & Co. L.P. (Delaware) Sole Member (shareholder) Less than 1% equity (I), 28.2% voting (I) KKR Group Limited (Cayman Islands) General Partner Less than 1% equity (I), 28.2% voting (I) KKR Group Holdings L.P. Sole Member (Cayman Islands) General Partner KKR Fund Holdings GP Limited Less than 1% equity (I), 28.2% voting (I) (Cayman Islands) KKR Fund Holdings L.P. (Cayman Islands) General Partner Sole Member (shareholder) Less than 1% equity (I), 28.2% voting (I) Less than 1% equity (I), 28.2% voting (I) KKR Europe III Limited (Cayman Islands) General Partner Less than 1% equity (I), 28.2% voting (I) KKR Associates Europe III, Limited Partnership (Cayman Islands) General Partner Less than 1% equity (I), 28.2% voting (I) KKR European Fund III, Limited Partnership ¹ (Cayman Islands) Sole Member Various foreign 93.99% Digital Oilfield Investments GP Limited Various U.S. 26.5% equity (I), 28.2% voting (I) (Cayman Islands) interest holders interest holders (None individually holds (None individually holds Digital Oilfield Investments LP 10% or more) 10% or more) (Cayman Islands) General Partner 16.69% voting (D) 55.11% voting (D) 28.2% (D) 17.69% equity (D) 54.11% equity (D) RigNet, Inc. 1 A KKR Affiliate, KKR Partners II (Delaware) (International), L.P. organized in the Cayman 100%, Real Party-In-Interest Islands, owns the remaining 6.01% in Digital Oilfield Investments LP RigNet SatCom, 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 28.2% 28.2% LP Aggregate Known Norway, Brazil, Canada, Malaysia, Qatar, 1.19% 1.19% Singapore, Sweden, United Kingdom Aggregate Unknown Unknown 15.5% 16.5% TOTAL 44.89% 45.89% A/75769026.1


Document Created: 2013-10-23 21:47:04
Document Modified: 2013-10-23 21:47:04
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