Gogo Inc. Files 8-K: Material Agreement, Equity Sales

Ticker: GOGO · Form: 8-K · Filed: Sep 30, 2024 · CIK: 1537054

Sentiment: neutral

Topics: material-agreement, equity-securities, sec-filing

TL;DR

Gogo Inc. filed an 8-K on Sep 29, 2024, detailing a material definitive agreement and unregistered equity sales.

AI Summary

On September 29, 2024, Gogo Inc. entered into a material definitive agreement related to unregistered sales of equity securities. The filing also includes information on Regulation FD disclosure and financial statements, with the report being filed as of September 30, 2024.

Why It Matters

This 8-K filing indicates Gogo Inc. has entered into a significant agreement concerning equity sales, which could impact its capital structure and future stock performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement Gogo Inc. entered into?

The filing indicates Gogo Inc. entered into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

What type of equity securities were sold under the unregistered sales?

The filing mentions 'Unregistered Sales of Equity Securities' but does not specify the type of equity securities involved in the provided text.

What is the significance of the Regulation FD Disclosure mentioned in the filing?

Regulation FD (Fair Disclosure) ensures that material non-public information is disclosed to all investors simultaneously, suggesting Gogo Inc. is adhering to these disclosure rules.

When was the report filed with the SEC, and what is the earliest event date reported?

The report was filed as of September 30, 2024, and the earliest event reported is September 29, 2024.

Where is Gogo Inc. headquartered, and what is its IRS Employer Identification Number?

Gogo Inc. is headquartered in Broomfield, CO, at 105 Edgeview Dr., Suite 300, and its IRS Employer Identification Number is 27-1650905.

Filing Stats: 2,010 words · 8 min read · ~7 pages · Grade level 14.3 · Accepted 2024-09-30 07:16:04

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On September 29, 2024, Gogo Direct Holdings, LLC, a Delaware limited liability company ("Gogo Direct") and indirect wholly owned subsidiary of Gogo Inc., a Delaware corporation (the "Company"), entered into a Purchase Agreement (the "Purchase Agreement" and the transactions contemplated by the Purchase Agreement, the "Transactions"), by and among Satcom Direct Holdings, Inc., a Delaware corporation ("SD Seller"), SDHC Holdings, Inc., a Delaware corporation ("SDHC Seller"), Satcom Direct Government Holdings, Inc., a Delaware corporation ("Satcom Government Seller"), ndtHost Holdings, Inc., a Delaware corporation ("ndtHost Seller" and, together with SD Seller, SDHC Seller and Satcom Government Seller, each a "Seller" and collectively, "Sellers"), Satcom Direct, Inc., a Florida corporation ("Satcom Direct"), Satcom Direct Holding Company, LLC, a Florida limited liability company ("SDHC"), Satcom Direct Government, Inc., a Florida corporation ("Satcom Government"), ndtHost, LLC, a Florida limited liability company ("ndtHost" and, together with Satcom Direct, SDHC, and Satcom Government, each a "Parent Company" and collectively, the "Parent Companies"), solely for purposes of Section 8.8 and Section 8.9 of the Purchase Agreement, James W. Jensen, in his individual capacity, and solely for purposes of Section 2.5 and Section 13.20, the Company. Pursuant to the Purchase Agreement, on the terms and subject to the conditions set forth therein, Gogo Direct will, among other matters, purchase from Sellers all of the issued and outstanding equity interests of the Parent Companies (collectively, the "Purchased Equity"), in exchange for the consideration contemplated thereby.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in response to this Item 3.02. The issuance of the Closing Date Stock Consideration will be completed in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 30, 2024, the Company and affiliates of Sellers issued a joint press release announcing the execution of the Purchase Agreement. A copy of the joint press release announcing the proposed transaction is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. On September 30, 2024, the Company made available an investor presentation and fact sheet on its website at http://ir.gogoair.com . Copies of the investor presentation and fact sheet are furnished herewith as Exhibit 99.2 and 99.3, respectively, and are incorporated herein by reference. The information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section. The information in this Item 7.01, including the exhibits incorporated by reference herein, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), regardless of any incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the joint press release, investor presentation and fact sheet is not intended to, and does not, constitute a determination or admission by the Company that the information in the joint press release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Forward Looking Statements

Forward Looking Statements Certain disclosures in this report include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the Transactions, the Company's business outlook, industry, business strategy, plans, goals and expectations concerning the Company's market position, international expansion, future technologies, future operations, margins, profitability, future efficiencies, capital expenditures, liquidity and capital resources and other financial and operating information. When used in this discussion, the words "anticipate," "assume," "believe," "budget," "continue," "could," "estimate," "expect," "forecast," "intend," "may," "plan," "potential," "predict," "project," "should," "will," "future" and the negative of these or similar terms and phrases are intended to identify forward-looking statements in this report. Forward-looking statements reflect the Company's current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company can give you no assurance these expectations will prove to have been correct. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. Actual events, results and outcomes may differ materially from the Company's expectations due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible to identify all of these risks and factors, they include, among others, our ability to effectively evaluate and pursue strategic opportunities. Additional information concerning these and other factors can be found under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Excha

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. By: /s/ Crystal L. Gordon Crystal L. Gordon Executive Vice President, General Counsel, Chief Administrative Officer, and Secretary Date: September 30, 2024

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