GOGO INC. (NASDAQ:GOGO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On September20, 2017, Gogo Inc. (“Gogo”) announced that with respect to the previously announced consent solicitation with respect to the 12.500% Senior Secured Notes due 2022 (the “Notes”) issued by Gogo Intermediate Holdings LLC, a direct wholly-owned subsidiary of Gogo (the “Issuer”), and Gogo Finance Co. Inc., an indirect wholly-owned subsidiary of Gogo (the “Co-Issuer” and, together with the Issuer, the “Issuers”), holders of a majority of the outstanding principal amount of the Notes, excluding Notes held the Issuers or any affiliates of the Issuers, have delivered consents to the proposed amendment to the indenture and collateral agreement governing the Notes as of the Expiration Date.
On September20, 2017, Gogo entered into the first supplemental indenture (the “Supplemental Indenture”) to the indenture, dated as of June14, 2016 (as supplemented and amended, the “Indenture”), among the Issuers, the guarantors party thereto and U.S. Bank National Association, as trustee and collateral agent, to (i)increase the amount of additional secured indebtedness under Credit Facilities (as defined in the Indenture) that may be incurred by the Issuer and its Restricted Subsidiaries (as defined in the Indenture) under the Indenture by $100 million (from $75 million to $175 million in aggregate principal amount), (ii)permit the Issuer and its Restricted Subsidiaries to incur additional secured indebtedness in connection with vendor financing arrangements not to exceed $50 million in aggregate principal amount at any time outstanding and (iii)permit the Issuer and its Restricted Subsidiaries to make additional dividends or distributions to Gogo in an aggregate amount of up to $15 million during any twelve-month period to pay interest on any indebtedness or preferred stock with a maturity later than July1, 2022 (collectively, the “Indenture Amendments”). The purpose of the Indenture Amendments is to provide Gogo with additional flexibility under the Indenture to opportunistically raise additional financing and to facilitate the growth of Gogo’s business. The Supplemental Indenture became effective immediately upon execution.
On September20, 2017, Gogo entered into the collateral agreement amendment (the “CAA”), which amended the collateral agreement, dated as of June14, 2016 (as supplemented and amended, the “Collateral Agreement”), made by the Issuers, Gogo and the grantors party thereto in favor of U.S. Bank National Association, as collateral agent, to eliminate the requirement to provide notice upon obtaining an ownership interest in, obtaining an exclusive license to or filing any application for the registration or issuance of intellectual property with any intellectual property office outside the United States or Canada (the “Collateral Agreement Amendments” and, together with the Indenture Amendments, the “Amendments”). The purpose of the Collateral Agreement Amendments is to reduce the administrative burden on Gogo and its subsidiaries with respect to foreign intellectual property-related matters. The CAA became effective immediately upon execution.
Within 10 business days of 5:00 p.m., New York City time, on September 20, 2017 (the “Expiration Date”), the Issuer will pay, or cause to be paid, to each Note holder who validly delivered (and did not validly revoke) a valid consent as of the Expiration Date a cash payment of $2.50 for each $1,000 of principal amount of Notes in respect of which such consent was delivered (the “Consent Payment”).
The Supplemental Indenture is attached hereto as Exhibit 4.1. The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is incorporated herein by reference.
The CAA is attached hereto as Exhibit 4.2. The foregoing description of the CAA is qualified in its entirety by reference to the full text of the CAA, which is incorporated herein by reference.
| Item 1.01 | Regulation FD Disclosure |
On September20, 2017, Gogo announced the results of the consent solicitation with respect to the Notes. A copy of Gogo’s press release is attached as Exhibit 99.1 and incorporated by reference herein.
| Item 1.01 | Financial Statements and Exhibits |
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Exhibit No. |
Description |
| 4.1 | First Supplemental Indenture, dated as of September 20, 2017, by and among Gogo Intermediate Holdings LLC, Gogo Finance Co. Inc., each of the guarantors party thereto and U.S. Bank National Association, as trustee. |
| 4.2 | Collateral Agreement Amendment, dated as of September 20, 2017, made by Gogo Inc., Gogo Intermediate Holdings LLC, Gogo Finance Co. Inc. and certain of their Subsidiaries in favor of U.S. Bank National Association, as collateral agent. |
| 99.1 | Press Release of Gogo Inc., dated September 20, 2017 |
Gogo Inc. ExhibitEX-4.1 2 d431755dex41.htm FIRST SUPPLEMENTAL INDENTURE,…To view the full exhibit click here
About GOGO INC. (NASDAQ:GOGO)
Gogo Inc. is a holding company. The Company is a provider of in-flight connectivity and wireless entertainment solutions for the aviation industry across the world. The Company operates through three segments: Commercial Aviation North America (CA-NA), Commercial Aviation Rest of World (CA-ROW) and Business Aviation (BA). The Company provides services on approximately 9,600 aircrafts. Its commercial aviation business operates through the Company’s CA-NA and CA-ROW segments, and provides connectivity-based solutions. Its BA segment offers a suite of in-flight Internet connectivity and other voice and data communications products and services to the business aviation market. It offers global network solutions, which include global satellite solutions for CA, global satellite solutions for BA and North American solutions for CA-NA and BA; airborne equipment and related services; passenger services; airline/owner/operator services, and connected aircraft services.