Item 1.01
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Entry into a Material Definitive Agreement
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On September 20, 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 September 20, 2017, Gogo entered into the first supplemental indenture (the Supplemental Indenture) to the indenture,
dated as of June 14, 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 July 1, 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 Gogos business. The Supplemental Indenture became effective immediately upon execution.
On September 20, 2017, Gogo entered into the collateral agreement amendment (the CAA), which amended the collateral
agreement, dated as of June 14, 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.