Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 26, 2018

 

 

RigNet, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35003   76-0677208

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

15115 Park Row Blvd, Suite 300

Houston, Texas

  77084-4947
(Address of principal executive offices)   (Zip Code)

(281) 674-0100

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2)

Emerging growth company  ☐

If an emerging growth, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act  ☐

 

 

 


Item 2.01. Completion of Acquisition or Disposition of Assets.

As previously disclosed, on January 17, 2018, RigNet Serviços de Telecomunicações Brasil Ltda., a limited liability company organized under the laws of Brazil (“RigNet Brazil”), RigNet, Inc., a Delaware corporation and the indirect parent of RigNet Brazil (“RigNet), Intelie Soluções Em Informática S.A., a company organized under the laws of Brazil (“Intelie”), and each of the shareholders of Intelie (the “Sellers”), entered into a Share Purchase and Sale Agreement and Other Pacts (the “Purchase Agreement”) ”). Under the terms of the Purchase Agreement, RigNet Brazil will acquire all of the outstanding capital stock of Intelie from the Sellers (the “Share Purchase”).

On March 23, 2018, RigNet Brazil completed the acquisition of Intelie for a total purchase price of approximately USD$3.3 million in cash and RigNet common stock equivalent to USD$7.5 million with contingent consideration in the form of RigNet common stock payable on the third anniversary of the closing of the transaction in an amount not to exceed USD$17 million, to be calculated as described in the Purchase Agreement and which is dependent on the achievement of growth of software-as-a-service revenues compared to targets set forth in the Purchase Agreement.

The foregoing description is qualified in its entirety by reference to the full text of the Purchase Agreement, which has been filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K dated January 17, 2018 and is incorporated in this Report by reference.

 

Item 7.01. Regulation FD Disclosure.

On March 26, 2018, the Company issued a press release, attached as Exhibit 99.1, announcing the closing of the Intelie acquisition. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The information set forth in the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
Number
  

Title of Document

  2.1    Purchase Agreement (incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K, filed on January 17, 2018)
99.1    Press release dated March 26, 2018, announcing the closing of the Intelie acquisition


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

RIGNET, INC.
By:  

/s/ Brad Eastman

  Brad Eastman
  Senior Vice President and General Counsel

Dated: March 26, 2018

 

EX-99.1

Exhibit 99.1

 

LOGO

 

 

PRESS RELEASE

RigNet Announces Closing of Intelie Acquisition

HOUSTON – March 26, 2018 (GLOBE NEWSWIRE) – RigNet, Inc. (NASDAQ: RNET) announced today that it has completed the previously announced acquisition of Intelie. Intelie has developed a technology platform for real-time predictive analytics that is an award-winning, early pioneer in real-time machine learning and planning optimization. The closing was effective March 23, 2018.

The acquisition of Intelie accelerates RigNet’s strategy to move up the network stack and furthers the development of valuable enterprise applications powered by highly differentiated data analysis. RigNet will leverage Intelie’s unique capabilities and market position to differentiate RigNet’s managed communications services.

“Machine learning is increasingly becoming the new imperative across all industries. Since our initial announcement, we have received positive feedback from our existing and prospective customers, who are excited about RigNet’s ability to integrate machine learning and operational intelligence through real-time data processing into the next generation of managed communications services,” said Steven Pickett, Chief Executive Officer and President of RigNet. “The completion of this acquisition combined with the unique cybersecurity capabilities from our acquisition of Cyphre enables RigNet to deliver highly differentiated managed communications services which are always connected, always secure, and always learning.”

Intelie will become a wholly-owned subsidiary of RigNet. Intelie’s Chief Executive Officer, Lelio Souza, will remain and lead the subsidiary.

About RigNet

RigNet (NASDAQ: RNET) is a global technology company that provides customized communications services, applications and cybersecurity solutions enhancing customer decision making and business performance. RigNet is headquartered in Houston, Texas with operations around the world.

For more information on RigNet, please visit www.rig.net. RigNet is a registered trademark of RigNet, Inc.

Media / Investor Relations Contact:

Jerri Dean

RigNet, Inc.

Tel: +1 (281) 674-0699

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The opinions, forecasts, projections,benefits and synergies of the proposed transaction, future opportunities for the combined company and products, future financial performance and any other statements regarding RigNet’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not statements of historical fact, are forward-looking statements within the meaning of the federal securities laws. RigNet can give no assurance that such expectations will prove to have been correct. These statements are subject to, among other things, the ability to successfully integrate the acquired business and to realize expected synergies and other risk factors that are discussed in RigNet’s most recent 10-K as well as RigNet’s other filings with the SEC available at the SEC’s Internet site (http://www.sec.gov). Actual results may differ materially from those expected, estimated or projected. Forward-looking statements speak only as of the day they are made, and we undertake no obligation to publicly update or revise any of them in light of new information, future events or otherwise.

###

15115 Park Row Drive, Suite 300 | Houston, TX | 281.674.0100 | www.rig.net