false 0001537054 0001537054 2020-11-18 2020-11-18 0001537054 us-gaap:CommonStockMember 2020-11-18 2020-11-18 0001537054 us-gaap:PreferredStockMember 2020-11-18 2020-11-18





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2020




(Exact name of registrant as specified in its charter)




Delaware   001-35975   27-1650905

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


111 North Canal St., Suite 1500
Chicago, IL
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code:


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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common stock, par value $0.0001 per share   GOGO   NASDAQ Global Select Market
Preferred stock purchase rights   GOGO   NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 8.01

Other Events

On November 18, 2020, Gogo Inc. (“Gogo”) announced that, based on significant progress in obtaining required governmental and regulatory approvals related to the previously announced sale of Gogo’s commercial aviation business (the “CA Sale”) to Intelsat Jackson Holdings S.A (“Intelsat”), including receiving all necessary approvals by the Federal Communications Commission, Gogo now expects to close the CA Sale in early December 2020. Closing of the CA Sale remains subject to the satisfaction of customary closing conditions set forth in the purchase and sale agreement, dated as of August 31, 2020, by and between Gogo and Intelsat, and the receipt of remaining governmental and regulatory approvals.

Cautionary Note Regarding Forward-Looking Statements

Certain disclosures in this report include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are based on management’s beliefs and assumptions and on information currently available to management. These forward-looking statements include, without limitation, statements regarding the satisfaction of all conditions precedent to and the timing of the close of the CA Sale. When used in this discussion, the words “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “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 our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Although we believe the expectations reflected in the forward-looking statements are reasonable, we 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 our expectations due to a variety of known and unknown risks, uncertainties and other factors. Additional information concerning these and other factors can be found under the caption “Risk Factors” in our filings with the Securities and Exchange Commission, including in our quarterly report on Form 10-Q for the quarter ended September 30, 2020, as filed with the Securities and Exchange Commission on November 9, 2020. Any one of these factors or a combination of these factors could influence whether any forward-looking statements contained in this report ultimately prove to be accurate. Our forward-looking statements are not guarantees of future performance, and you should not place undue reliance on them. All forward-looking statements speak only as of the date made and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.


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.



/s/ Barry Rowan

  Barry Rowan
  Executive Vice President and Chief Financial Officer

Date: November 18, 2020