CHICAGO, Sept. 20, 2017 /PRNewswire/ -- Gogo Inc.
("Gogo") (NASDAQ: GOGO) today 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's direct wholly owned subsidiary, Gogo Intermediate Holdings
LLC (the "Issuer"), and its indirect wholly owned subsidiary, Gogo
Finance Co. Inc. (together with the Issuer, the "Issuers"), the
Issuers have received consents from holders of at least a majority
in aggregate principal amount of the Notes (excluding Notes held by
the Issuers or any affiliates of the Issuers) as of 5:00 p.m., New York
City time, on September 13,
2017.
In conjunction with receiving the requisite consents, the
Issuers, Gogo and certain subsidiaries of the Issuer, as guarantors
(Gogo and such subsidiaries, the "Guarantors"), and U.S. Bank
National Association, as trustee (the "Trustee"), entered into the
first supplemental indenture (the "Supplemental Indenture") to the
indenture governing the Notes, dated as of June 14, 2016 (the "Indenture"), to effect the
proposed amendments to the Indenture (collectively, the "Indenture
Amendments"). The purpose of the 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 Supplemental
Indenture became effective immediately upon execution.
In addition, the Issuers and the Guarantors, as grantors (the
"Grantors"), and U.S. Bank National Association, as collateral
agent (the "Collateral Agent"), entered into the collateral
agreement amendment (the "CAA"), which amended the collateral
agreement, dated as of June 14, 2016
(the "Collateral Agreement"), made by the Grantors in favor of the
Collateral Agent, to effect the proposed amendments to the
Collateral Agreement (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 consent a cash payment of $2.50 for
each $1,000 of principal amount of
Notes in respect of which such consent was delivered. Following
execution of the Supplemental Indenture and the CAA, any consents
given may not be revoked.
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 Amendments or any
securities. The solicitation of consents was made pursuant to the
terms of the Consent Solicitation Statement and the related Letter
of Consent. The solicitation of consents was not 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.
Any inquiries regarding the consent solicitation may be directed
to D.F. King & Co., Inc., as
information, tabulation and paying agent for the consent
solicitation, at (877) 283-0325 (toll-free), (212) 269-5500
(collect) or by email at gogo@dfking.com, or to the solicitation
agent for the consent solicitation, Morgan Stanley & Co. LLC,
at (800) 624-1808 (toll-free) or (212) 761-1057 (collect).
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 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
|
Meredith
Payette
|
630-647-7460
|
312-517-6216
|
ir@gogoair.com
|
pr@gogoair.com
|
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