GOGO INC. (NASDAQ:GOGO) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On January3, 2017, Gogo Intermediate Holdings LLC (the Company),
a direct wholly owned subsidiary of Gogo Inc. (Gogo), and Gogo
Finance Co. Inc., a direct wholly owned subsidiary of the Company
and an indirect wholly owned subsidiary of Gogo (the Co-Issuer and, together with
the Company, the Issuers), issued $65million aggregate principal
amount of additional 12.500% senior secured notes due 2022 (the
Additional Notes) under an Indenture, dated as of June14, 2016
(the Indenture), among the Issuers, Gogo, as guarantor, certain
subsidiaries of the Company, as guarantors (the Subsidiary
Guarantors and, together with Gogo, the Guarantors), and U.S.
Bank National Association, as trustee (in such capacity, the
Trustee) and as collateral agent (in such capacity, the
Collateral Agent). The Additional Notes were issued at a price
equal to 108% of their face value resulting in gross proceeds of
$70.2million. The initial 12.500% senior secured notes due 2022
(the Initial Notes) were issued by the Issuers in an aggregate
principal amount of $525million on June14, 2016 under the
Indenture. The Company intends to use the net proceeds from the
issuance of the Additional Notes for working capital and other
general corporate purposes. The Additional Notes and the Initial
Notes have the same terms except with respect to the issue date
and issue price and are treated as a single series for all
purposes under the Indenture and the security documents that
govern the Additional Notes and the Initial Notes. For a
description of the terms of the Additional Notes, see our Current
Report on Form 8-K filed with the Securities and Exchange
Commission on June14, 2016. The Indenture was filed as an exhibit
thereto.
In connection with
the issuance of the Additional Notes, the Issuers and the
Guarantors entered into a Reaffirmation Agreement, dated
January3, 2017 (the Reaffirmation Agreement), reaffirming the
parties obligations as specified in the Collateral Agreement,
dated as of June14, 2016, among the Issuers, the Guarantors, U.S.
Bank National Association, as Trustee under the Indenture, and
U.S. Bank National Association, as Collateral Agent, whereby the
Issuers and the Guarantors granted a security interest in
substantially all of their assets to secure all obligations of
the Issuers and the Guarantors under the Initial Notes, the
Indenture and the guarantees, as applicable. In connection with
the entry into the Reaffirmation Agreement, the Issuers entered
into an Additional Secured Debt Designation Agreement, dated
January3, 2017 (the Designation), receipt of which was
acknowledged by U.S. Bank National Association, as Collateral
Agent. As a result of the Reaffirmation Agreement and the
Designation, U.S. Bank National Association, as Trustee under the
Indenture, and the holders of the Additional Notes benefit from
the pledge of the collateral under the Collateral
Agreement.
Copies of the
Reaffirmation Agreement and the Designation are attached as
Exhibits 10.1 and 10.2 hereto and incorporated herein by
reference. The foregoing descriptions of the Reaffirmation
Agreement and the Designation do not purport to be complete and
are qualified in their entirety by reference to the full text of
such documents.
| Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information
set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 2.03.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit No. |
Description |
|
| 10.1 |
Reaffirmation Agreement, dated as of January3, 2017, among Gogo Intermediate Holdings LLC, Gogo Finance Co. Inc., Gogo Inc. and the Subsidiary Guarantors party thereto. |
|
| 10.2 |
Additional Secured Debt Designation, dated as of January3, 2017, by and between Gogo Intermediate Holdings LLC and Gogo Finance Co. Inc. |