The Issuers are soliciting consents from holders of record of the Notes (the "Noteholders") as of
In the event that the conditions to the consent solicitation are satisfied or waived, including obtaining the valid and unrevoked consents from Noteholders as of the Record Date holding no less than a majority in aggregate principal amount of the outstanding Notes, excluding Notes held by the Issuers or any affiliates of the Issuers (the "Requisite Consents"), on or prior to the Expiration Date (as defined below), within 10 business days of the Expiration Date (subject to extension as set out in the Consent Solicitation Statement), the Issuer will pay, or cause to be paid, to each Noteholder who has validly delivered (and not validly revoked) a consent as of
On the terms and subject to the conditions set forth in the Consent Solicitation Statement, if the Requisite Consents are obtained, the Issuers will execute each of the Supplemental Indenture and the Collateral Agreement Amendment (the time and date of such execution, the "Effective Time"), together providing for the Proposed Amendments. Each of the Supplemental Indenture and the Collateral Agreement Amendment will be effective immediately upon execution. After the earlier of the Expiration Date and the Effective Time, any consents given may not be revoked.
If the Requisite Consents are received, Noteholders who do not validly deliver consents on or prior to the Expiration Date, or who validly deliver but revoke (and do not subsequently validly redeliver prior to the Expiration Date) their consents on or prior to the earlier of the Expiration Date and the Effective Time, will not be entitled to receive any Consent Payment, even though each of the Supplemental Indenture and the Collateral Agreement Amendment giving effect to the Proposed Amendments, if executed and delivered, will be binding on all Noteholders, including those who do not consent to the Proposed Amendments.
The consent solicitation will expire on the Expiration Date. The Issuers expressly reserve the right for any reason, subject to applicable law, to extend, abandon, terminate or amend the consent solicitation.
This press release does not set forth all of the terms and conditions of the consent solicitation. Noteholders should carefully read the Consent Solicitation Statement and the accompanying materials, including the related Letter of Consent, for a complete description of all terms and conditions before making any decision with respect to the consent solicitation. None of the Issuers, the guarantors, the solicitation agent, the information and paying agent or any of their respective affiliates makes any recommendation as to whether or not any Noteholder should consent to the Proposed Amendments. The solicitation agent for the consent solicitation is
Copies of the Consent Solicitation Statement and related documents may be obtained from the information agent,
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 Proposed Amendments or any securities. The solicitation of consents is only being made pursuant to the terms of the Consent Solicitation Statement and the related Letter of Consent. The solicitation of consents is not being 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.
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 presentation, 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
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