RigNet (RNET) Enters Standstill, Nondisclosure with Digital Investments

As reported in a Schedule 13D/A filed on September 26, 2013, Digital Investments LP (“Digital”) purchased from Energy Growth AS 4,049,691 shares of common stock of RigNet, Inc. (Nasdaq: RNET) and warrants to purchase 703,309 shares of common stock. Digital is affiliated with Kohlberg Kravis Roberts & Co. On November 5, 2013, the Company entered into a non-disclosure and standstill agreement with Digital (the “Standstill Agreement”). The Standstill Agreement provides in pertinent part that through August 26, 2016, neither Digital nor any of its affiliates engaged in the private equity business of Kohlberg Kravis Roberts & Co. shall, without the prior written consent of the Company, directly or indirectly, * make (or encourage or assist any third party in making) any statement or proposal to the Company’s board of directors (the “Board”), representatives or any of its stockholders regarding, or make (or encourage or assist any third party in making) any public announcement, proposal or offer (including any “solicitation” of “proxies” ) with respect to (i) any business combination, merger, tender offer, exchange offer or similar transaction involving the Company, (ii) any restructuring, recapitalization, liquidation or similar transaction involving the Company, (iii) any acquisition of any of the Company’s loans, debt securities, equity securities or assets, or (iv) any proposal to seek representation on the Board in excess of one board member or otherwise seek to control or influence the management, Board or policies of the Company; * take any action which would reasonably be expected to require the Company or any of its affiliates to make a public announcement regarding any of the actions set forth in the preceding bullet point; or * acquire by purchase or otherwise, any loans, debt securities, equity securities or assets of the Company, or rights or options to acquire interests in any of the Company’s loans, debt securities, equity securities or assets; provide that Digital may acquire common stock of the Company or securities convertible or exchangeable into common stock of the Company so long as after giving effect to such acquisitions Digital shall own no more than its current holdings in common stock on a fully diluted basis. On November 5, 2013, the Company entered into a registration rights agreement with Digital (“New Registration Rights Agreement”) with terms and provisions substantially similar to the Company’s existing registration rights agreement dated June 20, 2005 with certain of its stockholders (filed as Exhibit 4.2 to the Company’s Registration Statement on Form S-1 [File No. 333-169723]). Pursuant to the New Registration Rights Agreement, Digital is entitled to demand, piggyback and Form S-3 registration rights for the securities it acquired from Energy Growth AS. On October 31, 2013, the Board unanimously voted to increase the size of its board to ten members and elected Mattia Caprioli as a director, effective October 31, 2013. Mr. Caprioli is a director of Digital Investments GP, the general partner of Digital. Mr. Caprioli will not participate in the Company’s non-employee director compensation arrangements described on pages 14 through 15 of the Company’s 2013 Proxy Statement, filed with the Securities and Exchange Commission on March 19, 2013, or otherwise be compensated by the Company for his services as a director of the Company. Mr. Caprioli will, however, be entitled to reimbursement for his reasonable expenses that may be incurred in attending Board and committee meetings, and related activities in connection with his duties as a director of the Company. Mr. Caprioli was not appointed to a committee of the Board.

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