CHICAGO, Sept. 14, 2017 /PRNewswire/ -- Gogo Inc.
("Gogo") (NASDAQ: GOGO) today announced that its direct wholly
owned subsidiary, Gogo Intermediate Holdings LLC (the "Issuer"),
and its indirect wholly owned subsidiary, Gogo Finance Co. Inc.
(the "Co-Issuer" and, together with the Issuer, the "Issuers"),
have commenced a consent solicitation with respect to their 12.500%
senior secured notes due 2022 (the "Notes"). The consent
solicitation is subject to the terms and conditions described in
the consent solicitation statement, dated as of September 14, 2017 (as may be amended or
supplemented from time to time, the "Consent Solicitation
Statement").
The Issuers are soliciting consents from holders of record of
the Notes (the "Noteholders") as of 5:00
p.m., New York City time,
on September 13, 2017 (such date and
time, the "Record Date") to (i) increase the amount of additional
secured indebtedness under Credit Facilities (as defined in the
indenture governing the Notes (the "Indenture")) that may be
incurred by the Issuer and its Restricted Subsidiaries (as defined
in 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, (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 July 1, 2022 (clauses (i),
(ii) and (iii) collectively, the "Proposed Indenture Amendments")
and (iv) eliminate the requirement for any Grantor (as defined in
the collateral agreement governing the Notes (the "Collateral
Agreement")) to provide notice to the collateral agent under the
Collateral Agreement 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 of the United States or Canada (the "Proposed Collateral Agreement
Amendments" and, together with the Proposed Indenture Amendments,
the "Proposed Amendments"). The purpose of the Proposed Indenture
Amendments is to provide Gogo and its subsidiaries with additional
flexibility under the Indenture to opportunistically raise
additional financing and to facilitate the growth of Gogo's
business. The purpose of the Proposed Collateral Agreement
Amendments is to reduce the administrative burden on Gogo and its
subsidiaries with respect to foreign intellectual property-related
matters. The Proposed Indenture Amendments will be effected
by a supplemental indenture (the "Supplemental Indenture") to the
Indenture. The Proposed Collateral Agreement Amendments will
be effected by an amendment to the Collateral Agreement (the
"Collateral Agreement Amendment").
In the event that the conditions to the consent solicitation are
satisfied or waived, including obtaining the valid and unrevoked
consents from Noteholders as of the Record Date holding no less
than a majority in aggregate principal amount of the outstanding
Notes, excluding Notes held by the Issuers or any affiliates of the
Issuers (the "Requisite Consents"), on or prior to the Expiration
Date (as defined below), within 10 business days of the Expiration
Date (subject to extension as set out in the Consent Solicitation
Statement), the Issuer will pay, or cause to be paid, to each
Noteholder who has validly delivered (and not validly revoked) a
consent as of 5:00 p.m., New York City time, on September 20, 2017, unless extended or earlier
terminated by the Issuers (such date and time, the "Expiration
Date"), a cash payment of $2.50 for
each $1,000 of principal amount of
Notes in respect of which such consent has been delivered (the
"Consent Payment").
On the terms and subject to the conditions set forth in the
Consent Solicitation Statement, if the Requisite Consents are
obtained, the Issuers will execute each of the Supplemental
Indenture and the Collateral Agreement Amendment (the time and date
of such execution, the "Effective Time"), together providing for
the Proposed Amendments. Each of the Supplemental Indenture and the
Collateral Agreement Amendment will be effective immediately upon
execution. After the earlier of the Expiration Date and the
Effective Time, any consents given may not be revoked.
If the Requisite Consents are received, Noteholders who do not
validly deliver consents on or prior to the Expiration Date, or who
validly deliver but revoke (and do not subsequently validly
redeliver prior to the Expiration Date) their consents on or prior
to the earlier of the Expiration Date and the Effective Time, will
not be entitled to receive any Consent Payment, even though each of
the Supplemental Indenture and the Collateral Agreement Amendment
giving effect to the Proposed Amendments, if executed and
delivered, will be binding on all Noteholders, including those who
do not consent to the Proposed Amendments.
The consent solicitation will expire on the Expiration Date. The
Issuers expressly reserve the right for any reason, subject to
applicable law, to extend, abandon, terminate or amend the consent
solicitation.
This press release does not set forth all of the terms and
conditions of the consent solicitation. Noteholders should
carefully read the Consent Solicitation Statement and the
accompanying materials, including the related Letter of Consent,
for a complete description of all terms and conditions before
making any decision with respect to the consent solicitation. None
of the Issuers, the guarantors, the solicitation agent, the
information and paying agent or any of their respective affiliates
makes any recommendation as to whether or not any Noteholder should
consent to the Proposed Amendments. The solicitation agent for the
consent solicitation is Morgan Stanley & Co. LLC. Additional
information concerning the terms and conditions of the consent
solicitation, and the procedure for delivering consents, may be
obtained from Morgan Stanley & Co. LLC by calling (800)
624-1808 (toll-free) or (212) 761-1057 (collect).
Copies of the Consent Solicitation Statement and related
documents may be obtained from the information agent, D.F. King & Co., Inc., by calling (877)
283-0325 (toll-free), (212) 269-5500 (collect) or by email at
gogo@dfking.com.
This announcement is for informational purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
Notes or any other securities. This announcement is also not a
solicitation of consents with respect to the Proposed Amendments or
any securities. The solicitation of consents is only being made
pursuant to the terms of the Consent Solicitation Statement and the
related Letter of Consent. The solicitation of consents is not
being made in any jurisdiction in which, or to or from any person
to or from whom, it is unlawful to make such solicitation under
applicable state or foreign securities or "blue sky" laws.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the Federal Private Securities Litigation Reform Act
of 1995 that are based on management's beliefs and assumptions and
on information currently available to management. Most
forward-looking statements contain words that identify them as
forward-looking, such as "anticipates," "believes," "continues,"
"could," "seeks," "estimates," "expects," "intends," "may,"
"plans," "potential," "predicts," "projects," "should," "will,"
"would" or similar expressions and the negatives of those terms
that relate to future events. Forward-looking statements involve
known and unknown risks, uncertainties and other factors that may
cause Gogo's actual results, performance or achievements to be
materially different from any projected results, performance or
achievements expressed or implied by the forward-looking
statements. Forward-looking statements represent the beliefs and
assumptions of Gogo only as of the date of this press release and
Gogo undertakes no obligation to update or revise publicly any such
forward-looking statements, whether as a result of new information,
future events or otherwise. As such, Gogo's future results may vary
from any expectations or goals expressed in, or implied by, the
forward-looking statements included in this press release, possibly
to a material degree. Gogo cannot assure you that the assumptions
made in preparing any of the forward-looking statements will prove
accurate or that any long-term financial or operational goals and
targets will be realized. For a discussion of some of the important
factors that could cause Gogo's results to differ materially from
those expressed in, or implied by, the forward-looking statements
included in this presentation, investors should refer to the
disclosure contained under the headings "Risk Factors" and
"Cautionary Note Regarding Forward-Looking Statements" in Gogo's
filings with the Securities and Exchange Commission, including its
Annual Report on Form 10-K and Quarterly Reports on form 10-Q.
Investor Relations
Contact:
Varvara Alva
630-647-7460
ir@gogoair.com
|
Media Relations
Contact:
Meredith Payette
312-517-6216
pr@gogoair.com
|
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SOURCE Gogo Inc.