CHICAGO: Gogo Inc. (Gogo) (NASDAQ: GOGO) today announced that with respect to the previously announced consent solicitation with respect to the 12.500pc 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).
