UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2016
GOGO INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35975 | 27-1650905 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 111 North Canal, Suite 1500 Chicago, IL |
60606 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code:
312-517-5000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 OTHER EVENTS
On December 20, 2016, Gogo Inc. issued a press release announcing that Gogo Intermediate Holdings LLC, a direct wholly-owned subsidiary of Gogo Inc. (“Intermediate Holdings”), and Gogo Finance Co. Inc., a direct wholly-owned subsidiary of Intermediate Holdings and an indirect wholly-owned subsidiary of Gogo Inc., have commenced an offering of additional 12.500% Senior Secured Notes due 2022 (the “Additional Notes”) in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The initial 12.500% Senior Secured Notes due 2022 were issued in an aggregate principal amount of $525 million on June 14, 2016.
A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
The management of Gogo Inc. will conduct meetings with members of the investment community in connection with the offering of the Additional Notes. A portion of the investor presentation to be used during these meetings is filed herewith as Exhibit 99.2 and is incorporated herein by reference.
This report does not constitute an offer to sell or a solicitation of an offer to buy the Additional Notes. The Additional Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release of Gogo Inc., dated December 20, 2016 | |
| 99.2 | Investor Presentation Slides | |
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.
| GOGO INC. | ||
| By: | /s/ Norman Smagley | |
| Norman Smagley | ||
| Executive Vice President and Chief Financial Officer | ||
Date: December 20, 2016
EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K
Dated December 20, 2016
| 99.1 | Press Release of Gogo Inc., dated December 20, 2016 | |
| 99.2 | Investor Presentation Slides | |
Exhibit 99.1
| Investor Relations Contact: | Media Relations Contact: | |
| Varvara Alva | Steve Nolan | |
| 312-517-6460 | 312-517-6074 | |
| ir@gogoair.com | pr@gogoair.com |
Gogo Inc. Announces Launch of $50 Million Senior Secured Notes Offering
Chicago, IL, December 20, 2016 – Gogo Inc. (NASDAQ:GOGO) announced the commencement of a private offering of $50 million aggregate principal amount of additional 12.500% senior secured notes due 2022 (the “Additional Notes”) to be issued by its direct wholly owned subsidiary, Gogo Intermediate Holdings LLC (the “Issuer”), and its indirect wholly owned subsidiary, Gogo Finance Co. Inc. (the “Co-Issuer” and, together with the Issuer, the “Issuers”). The initial 12.500% Senior Secured Notes due 2022 were issued in an aggregate principal amount of $525 million on June 14, 2016 (the “Initial Notes”). The Additional Notes and the Initial Notes will be treated as the same series for all purposes under the indenture and collateral agreements that govern the Initial Notes and will govern the Additional Notes. The Additional Notes will be guaranteed on a senior secured basis by Gogo Inc. and all of the existing and future domestic restricted subsidiaries of the Issuer (other than the Co-Issuer), subject to certain exceptions (the “Guarantors”). The Additional Notes and the related guarantees will be secured by first priority liens on substantially all of the Issuers’ and the Guarantors’ assets, including pledged equity interests of the Issuers and the Guarantors. There can be no assurance that the proposed offering of Additional Notes will be completed.
The Issuer intends to use the net proceeds from the sale of the Additional Notes for working capital and other general corporate purposes.
The Additional Notes and the guarantees will be offered in a private offering exempt from the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”). The Additional Notes and the guarantees will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.
The Additional Notes and the guarantees have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
This press release is for informational purposes only and is not an offer to sell or purchase nor the solicitation of an offer to sell or purchase securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom, such an offer, solicitation or sale would be unlawful.
Forward-Looking Statements
This press release includes forward-looking statements regarding Gogo’s financing plans, including statements related to the Issuers’ offering of the Additional Notes and intended use of net proceeds of the offering. Such statements are subject to certain risks and uncertainties including, without limitation, risks related to whether the Issuers will consummate the offering of the Additional Notes on the expected terms, or at all, market and other general economic conditions, whether the Issuers and the Guarantors will be able to satisfy the conditions required to close any sale of the Additional Notes, and the fact that Gogo’s management will have broad discretion in the use of the proceeds from any sale of the Additional Notes. Gogo’s forward-looking statements also involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed or implied by such forward-looking statements. These and other risks concerning Gogo and its businesses are described in additional detail in its Annual Report on Form 10-K for the year ended December 31, 2015, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016 and other filings made by Gogo with the SEC.
December 2016 Investor Presentation Exhibit 99.2
SAFE HARBOR STATEMENT This presentation contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 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 presentation 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 presentation, 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. In particular, the availability and performance of certain technology solutions yet to be implemented by the Company set forth in this presentation represent aspirational long-term goals based on current expectations. 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 the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Note to Certain Operating and Financial Data In addition to disclosing financial results that are determined in accordance with U.S. generally accepted accounting principles (“GAAP”), Gogo also discloses in this presentation certain non-GAAP financial information, including Adjusted EBITDA. This financial measure is not a recognized measure under GAAP, and when analyzing our performance, investors should use Adjusted EBITDA in addition to, and not as an alternative to, net loss attributable to common stock as a measure of operating results. In addition, this presentation contains various customer metrics and operating data, including numbers of aircraft or units online, that are based on internal company data, as well as information relating to the commercial and business aviation market, and our position within those markets. While management believes such information and data are reliable, they have not been verified by an independent source and there are inherent challenges and limitations involved in compiling data across various geographies and from various sources.
TRANSFORMING THE AVIATION INDUSTRY 1) As of 9/30/2016 2) Based on management estimates, public filings and trade publications of broadband IFC installations as of 9/30/2016 Gogo is the global leader in providing broadband connectivity solutions and wireless entertainment to the aviation industry ~7,000 53% 91% North America market share in Business aviation2 Broadband aircraft online1 Global market share in Commercial aviation2
MOST PLANES AND LARGE OPPORTUNITY Gogo CA - Satellite Gogo BA - ATG Gogo CA – ATG Note: Data based on management estimates, trade publications and other public sources as of 9/30/2016 and include both commercial and business broadband connected aircraft where specified Q3’16 Number of Aircraft Online Commercial Aviation ~30,000 by 2025 ~37,000 by 2025 Business Aviation Market Opportunity
Network Technology Aircraft Operations1 INDUSTRY LEADING ACCOMPLISHMENTS 2016 Airline Wins 2Ku – industry leading satellite-based connectivity launched and installed on more than 75 aircraft Next generation ATG technology announced Satellite capacity secured on Intelsat and SES satellites Next generation modem announced, expected in 2017 1,000 CA aircraft awarded for 2Ku in 2016 alone 2,629 CA aircraft online, ~700 installs and upgrades YTD 3,974 BA broadband aircraft online, ~500 aircraft installs YTD 1) YTD Performance is as of 9/30/2016, except for 2Ku aircraft awards, which is as of 11/3/2016
2Ku BRINGS 100+ Mbps GLOBALLY IN 2017 2015 Early 2017 Today Late 2017 2Ku 2Ku 2Ku 2Ku 1 1) Expected results and availability based on management estimates 25 Mbps 50 Mbps 70+ Mbps 100+ Mbps 1
1) Expected results and availability based on management estimates 1 3 Mbps 10 Mbps 100+ Mbps Integrates licensed and unlicensed spectrum Leverages existing ground and airborne infrastructure Overnight installation Targeted for smaller aircraft NEXT GEN ATG BRINGS 100+ Mbps TO NORTH AMERICA IN 2018 2008 2018 2012 ATG ATG-4 Next Gen ATG
#1 More Bandwidth PROFITABILITY PATH FOR ALL SEGMENTS 16% margin 40% margin Note: Revenue and Segment Profit/Loss figures are LTM as of 9/30/16 Note: Aircraft online and aircraft awarded, but not yet installed, are as of 9/30/2016 Note: Note market share is based on installed aircraft from public sources, trade publications, management estimates and other public sources as of 9/30/2016 CA-NA CA-ROW BA 2,629 Aircraft online 67% Market share 256 Aircraft online 12% Market share ~600 Aircraft awarded, but not yet installed 3,974 ATG Aircraft online 91% Market share More Aircraft More Aircraft Profitability Drivers LTM Q3 ‘16 Revenue ($M) LTM Q3 ‘16 Segment Profit ($) LTM Q3 ‘16 Revenue ($M) LTM Q3 ‘16 Segment Loss ($M) LTM Q3 ‘16 Revenue ($M) LTM Q3 ‘16 Segment Profit ($M)
Scale CA-ROW segment to profitability Further reduce 2Ku installation costs Double ARPA Achieve free cash flow Scale Globally Expand Technology Leadership Free Cash Flow Generation 1 2 3 STRATEGIC GOALS Extend global 2Ku roadmap Deploy next gen ATG solution Invest in our industry leading IFC & IFE platforms Install 1,500 2Ku aircraft awards Achieve 2Ku OEM offerability Increase penetration of ATG systems in BA market