UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): June 23, 2019
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) | (I.R.S. 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 or former address, if changed since last report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2). Emerging growth company ☐
If an emerging growth company, 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock, $0.001 par value per share | RNET | NASDAQ |
Item 8.01. — Other Events.
Arbitration Update
On June 24, 2019, RigNet, Inc. (the “Company”) announced that it has reached a settlement with Inmarsat Global Limited (“Inmarsat”) that concludes the GX Arbitration pending before the International Centre for Dispute Resolution. Pursuant to the settlement, RigNet will pay Inmarsat $45 million immediately, $5 million in the third quarter of 2019, and $750,000 in the third quarter of 2020.
As previously disclosed by the Company, in October 2016, Inmarsat initiated arbitration proceedings with the International Centre for Dispute Resolution concerning the Company’s January 2014 take or pay agreement with Inmarsat to purchase up to $65.0 million, under certain conditions, of GX capacity over several years. On November 29, 2018, the arbitration panel issued a ruling finding that the Company’s minimum revenue commitment had commenced and calculated the Company owed Inmarsat $50.8 million, subject to any offsets from the Company’s counterclaims in Phase II of the arbitration and subject to any increases for additional claims of Inmarsat, interest and attorneys’ fees that could be awarded in Phase II of the Arbitration.
The full text of the press release announcing the settlement of the GX arbitration is furnished as Exhibit 99.1 to this Current Report onForm 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Description | |
99.1 | Press release of RigNet, Inc. dated June 24, 2019 |
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. | ||||||
Date: June 24, 2019 | By: | /s/ Brad Eastman | ||||
Name: | Brad Eastman | |||||
Title: | Senior Vice President & General Counsel |