CHICAGO, Sept. 20, 2017 /PRNewswire/ -- Gogo Inc. ("Gogo")
(NASDAQ:GOGO) announced the commencement of a private offering of
$100 million aggregate principal
amount of additional 12.500% senior secured notes due 2022 (the
"Additional Notes") to be issued by 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"). The
Issuers' 12.500% Senior Secured Notes due 2022 were previously
issued in an aggregate principal amount of $525 million on June 14,
2016 and in an aggregate principal amount of $65 million on January 3,
2017 (collectively, the "Previously Issued Notes"). The
Additional Notes and the Previously Issued Notes will be treated as
the same series for all purposes under the indenture and collateral
agreements, each as amended and supplemented, that govern the
Initial Notes and will govern the Additional Notes. The Additional
Notes will be guaranteed on a senior secured basis by Gogo and all
of the existing and future domestic restricted subsidiaries of the
Issuer (other than the Co-Issuer), subject to certain exceptions
(the "Guarantors"). The Additional Notes and the related guarantees
will be secured by first priority liens on substantially all of the
Issuers' and the Guarantors' assets, including pledged equity
interests of the Issuers and the Guarantors. There can be no
assurance that the proposed offering of Additional Notes will be
completed.
The Issuer intends to use the net proceeds from the sale of the
Additional Notes to accelerate the commercial rollout of Gogo's
next-generation global satellite solution, 2Ku, for working capital
and other general corporate purposes.
The Additional Notes and the guarantees will be offered in a
private offering exempt from the registration requirements of the
United States Securities Act of 1933, as amended (the "Securities
Act"). The Additional Notes and the guarantees will be offered only
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S
under the Securities Act.
The consummation of the offering of the Additional Notes will be
conditioned upon, among other things, satisfaction or waiver of the
conditions to the previously announced consent solicitation with
respect to the Notes, including obtaining the valid and unrevoked
consents from holders of Previously Issued Notes as of 5:00 p.m., New York
City time, on September 13,
2017 holding no less than a majority in aggregate principal
amount of the outstanding Previously Issued Notes, excluding
Previously Issued Notes held by the Issuers or any affiliates of
the Issuers (the "Requisite Consents"), on or prior to 5:00 p.m., New York
City time, on September 20,
2017, unless extended or earlier terminated by the Issuers,
and, if the Requisite Consents are obtained, the execution of a
supplemental indenture to the indenture governing the Previously
Issued Notes, providing for the proposed amendments to the
indenture, including an increase in the amount of additional
secured indebtedness that may be incurred by the Issuer and its
restricted subsidiaries.
The Additional Notes and the guarantees have not been registered
under the Securities Act and may not be offered or sold in
the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state laws.
This press release is for informational purposes only and is not
an offer to sell or purchase nor the solicitation of an offer to
sell or purchase securities and shall not constitute an offer,
solicitation or sale in any state or jurisdiction in which, or to
any person to whom, such an offer, solicitation or sale would be
unlawful.
Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of the Federal Private Securities Litigation Reform Act
of 1995 regarding Gogo's financing plans, including statements
related to the Issuers' offering of the Additional Notes and
intended use of net proceeds of the offering, that are based on
management's beliefs and assumptions and on information currently
available to management. Such statements are subject to certain
risks and uncertainties including, without limitation, risks
related to whether the Issuers will consummate the offering of the
Additional Notes on the expected terms, or at all, market and other
general economic conditions, whether the Issuers and the Guarantors
will be able to satisfy the conditions required to close any sale
of the Additional Notes, and the fact that Gogo's management will
have broad discretion in the use of the proceeds from any sale of
the Additional Notes. 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.. 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 press release,
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:
|
Media Relations
Contact:
|
Varvara
Alva
|
Steve
Nolan
|
312-517-6460
|
312-517-6074
|
ir@gogoair.com
|
pr@gogoair.com
|
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SOURCE Gogo Inc.