Gogo Inc. Reports Material Agreements and Asset Changes

TL;DR

Gogo Inc. filed an 8-K detailing new agreements, asset deals, and financial obligations as of Dec 3rd.

AI Summary

Gogo Inc. filed an 8-K on December 9, 2024, reporting on events that occurred on December 3, 2024. The filing indicates the entry into a material definitive agreement, the completion of an acquisition or disposition of assets, and the creation of a direct financial obligation. It also mentions unregistered sales of equity securities and includes financial statements and exhibits.

Why It Matters

This filing signals significant corporate actions by Gogo Inc., including potential acquisitions or divestitures and new financial obligations, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, asset transactions, and financial obligations, which inherently carry business and financial risks.

Key Numbers

• 2024-12-03 — Event Date (Date of earliest event reported)
• 2024-12-09 — Filing Date (Date the 8-K was filed)

Key Players & Entities

• Gogo Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share GOGO NASDAQ Global Select
• $375,000,000 — te cash purchase price of approximately $375,000,000, subject to customary post-Closing purc
• $40,500,000 b — he Purchase Agreement, at approximately $40,500,000 based on the Company's closing stock pric
• $8.10 — on the Company's closing stock price of $8.10 on December 2, 2024 and immediately pri
• $225,000,000 — Closing, and (iii) up to an additional $225,000,000 in potential earnout payments of cash a
• $122,000,000 — ilable under the MS Credit Agreement to $122,000,000 and (b) extend the maturity date of the
• $250,000,000 — ") in an aggregate principal amount of $250,000,000. The Term Loan Facility amortizes in qu

Filing Documents

• d915976d8k.htm (8-K) — 51KB
• d915976dex101.htm (EX-10.1) — 85KB
• d915976dex102.htm (EX-10.2) — 1108KB
• d915976dex103.htm (EX-10.3) — 33KB
• 0001193125-24-273399.txt ( ) — 1726KB
• gogo-20241203.xsd (EX-101.SCH) — 4KB
• gogo-20241203_def.xml (EX-101.DEF) — 13KB
• gogo-20241203_lab.xml (EX-101.LAB) — 22KB
• gogo-20241203_pre.xml (EX-101.PRE) — 14KB
• d915976d8k_htm.xml (XML) — 5KB

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 Exchang

Financial Statements and Exhibits

Financial Statements and Exhibits. (a) Financial Statements of business to be acquired . The Company intends to file the financial statements required to be filed pursuant to Item 9.01(a) of Form 8-K by amendment to this Report not later than 71 calendar days after the date this Report is required to be filed. (b) Pro forma financial information . The Company intends to file the pro forma financial information required to be filed pursuant to Item 9.01(b) of Form 8-K by amendment to this Report not later than 71 calendar days after the date this Report is required to be filed. (d) Exhibits. Exhibit Description 2.1 Purchase Agreement, by and among Satcom Direct Holdings, Inc., SDHC Holdings, Inc., Satcom Direct Government Holdings, Inc., ndtHost Holdings, Inc., Satcom Direct, Inc., Satcom Direct Holding Company, LLC, Satcom Direct Government, Inc., ndtHost, LLC, Gogo Direct Holdings LLC, James W. Jensen and Gogo Inc., dated as of September 29, 2024 (incorporated by reference to Exhibit 2.1 to the Gogo Inc.'s Current Report on Form 8-K/A, filed October 1, 2024). 10.1 Second Amendment to Credit Agreement, dated as of December 3, 2024, among Gogo Inc., Gogo Intermediate Holdings LLC, the guarantors party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and the lenders party thereto. 10.2* Credit Agreement, dated as of December 3, 2024, among Gogo Inc. Gogo Intermediate Holdings LLC, HPS Investment Partners, LLC, as administrative agent, and the lenders party thereto. 10.3 Lock-Up Agreement, dated as of December 3, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * The Company has omitted certain schedules and other similar attachments to such agreement pursuant to Item 601(a)(5) of Regulation S-K. The Company will furnish a copy of such omitted documents to the SEC upon request.

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: December 9, 2024

View Full Filing

View this 8-K filing on SEC EDGAR