View:
Download DOC
Download PDF
Download XLS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 2)1

 

Gogo Inc.

 (Name of Issuer)

Common Stock, par value $0.0001 per share

 (Title of Class of Securities)

38046C109

 (CUSIP Number)

May 21, 2021

 (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

   ☐  Rule 13d-1(b)

   ☒  Rule 13d-1(c)

   ☐  Rule 13d-1(d)

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 38046C109

 

  1   NAME OF REPORTING PERSON  
         
        Mudrick Distressed Opportunity Drawdown Fund II, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         351,000*  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          351,000*  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        351,000*  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1%  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

* Includes 351,000 shares of common stock issuable upon conversion of 6.00% Convertible Bonds Due June 2022 (the “Notes”). The Reporting Person beneficially owns $2,106,000 principal amount of Notes.

2

CUSIP No. 38046C109

  1   NAME OF REPORTING PERSON  
         
        Mudrick Distressed Opportunity Fund Global, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Cayman Islands  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         790,500*  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          790,500*  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        790,500*  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1%  
  12   TYPE OF REPORTING PERSON  
         
        PN  

  

* Includes 790,500 shares of common stock issuable upon conversion of 6.00% Convertible Bonds Due June 2022 (the “Notes”). The Reporting Person beneficially owns $4,743,000 principal amount of Notes.

3

CUSIP No. 38046C109

 

  1   NAME OF REPORTING PERSON  
         
        Mudrick GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         790,500*  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          790,500*  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        790,500*  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1%  
  12   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 790,500 shares of common stock issuable upon conversion of 6.00% Convertible Bonds Due June 2022 (the “Notes”). The Reporting Person beneficially owns $4,743,000 principal amount of Notes.

4

CUSIP No. 38046C109

 

  1   NAME OF REPORTING PERSON  
         
        Mudrick Distressed Opportunity Drawdown Fund II GP, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         351,000*  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          351,000*  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        351,000*  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        Less than 1%  
  12   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 351,000 shares of common stock issuable upon conversion of 6.00% Convertible Bonds Due June 2022 (the “Notes”). The Reporting Person beneficially owns $2,106,000 principal amount of Notes.

5

CUSIP No. 38046C109

 

  1   NAME OF REPORTING PERSON  
         
        Mudrick Capital Management, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         1,141,500*  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          1,141,500*  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,141,500*  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        1.0%  
  12   TYPE OF REPORTING PERSON  
         
        IA  

  

* Includes 1,141,500 shares of common stock issuable upon conversion of 6.00% Convertible Bonds Due June 2022 (the “Notes”). The Reporting Person beneficially owns $6,849,000 principal amount of Notes.

6

CUSIP No. 38046C109

 

  1   NAME OF REPORTING PERSON  
         
        Mudrick Capital Management, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         1,141,500*  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          1,141,500*  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,141,500*  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        1.0%  
  12   TYPE OF REPORTING PERSON  
         
        OO  

  

* Includes 1,141,500 shares of common stock issuable upon conversion of 6.00% Convertible Bonds Due June 2022 (the “Notes”). The Reporting Person beneficially owns $6,849,000 principal amount of Notes.

7

CUSIP No. 38046C109

 

  1   NAME OF REPORTING PERSON  
         
        Jason Mudrick  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☒
           
  3   SEC USE ONLY    
           
             
  4   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        United States of America  
NUMBER OF   5   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   6   SHARED VOTING POWER  
EACH          
REPORTING         1,141,500*  
PERSON WITH   7   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    8   SHARED DISPOSITIVE POWER  
           
          1,141,500*  
  9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,141,500*  
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES     ☐
       
           
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)  
         
        1.0%  
  12   TYPE OF REPORTING PERSON  
         
        IN  

  

* Includes 1,141,500 shares of common stock issuable upon conversion of 6.00% Convertible Bonds Due June 2022 (the “Notes”). The Reporting Person beneficially owns $6,849,000 principal amount of Notes.

8

CUSIP No. 38046C109

Item 1(a).Name of Issuer:

Gogo Inc., a Delaware corporation (the “Issuer”).

 

Item 1(b).Address of Issuer’s Principal Executive Offices:

111 North Canal St., Suite 1500

Chicago, IL 60606

 

Item 2(a).Name of Person Filing

 

This statement is filed by Mudrick Distressed Opportunity Drawdown Fund II, L.P. (“Drawdown II LP”), Mudrick Distressed Opportunity Fund Global, L.P. (“Global LP”), Mudrick GP, LLC (“Mudrick GP”), Mudrick Distressed Opportunity Drawdown Fund II GP, LLC (“Drawdown II GP”), Mudrick Capital Management, L.P. (“MCM”), Mudrick Capital Management, LLC (“MCM GP”), and Jason Mudrick. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

 

Mudrick GP is the general partner of Global LP and may be deemed to beneficially own the Shares (as defined below) owned directly by Global LP. Drawdown II GP is the general partner of Drawdown II LP and may be deemed to beneficially own the Shares owned directly by Drawdown II LP. MCM is the investment manager to Drawdown II LP, Global LP and certain managed accounts. MCM GP is the general partner of MCM. Mr. Mudrick is the sole member of Mudrick GP, Drawdown II GP and MCM GP. By virtue of these relationships, each of MCM, MCM GP and Mr. Mudrick may be deemed to beneficially own the Shares owned directly by Drawdown II LP, Global LP and certain managed accounts.

 

Item 2(b).Address of Principal Business Office or, if None, Residence

 

The address of the principal office of each of the Reporting Persons is 527 Madison Avenue, 6th Floor, New York, NY 10022.

 

Item 2(c).Citizenship

 

Each of Drawdown II LP, Mudrick GP, Drawdown II GP, MCM and MCM GP is organized under the laws of the State of Delaware. Global LP is organized under the laws of the Cayman Islands. Mr. Mudrick is a citizen of the United States of America.

 

Item 2(d).Title of Class of Securities:

Common Stock, par value $0.0001 per share (the “Shares”)

 

Item 2(e).CUSIP Number:

38046C109

 

9

CUSIP No. 38046C109

Item 3.If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
    /x/ Not applicable.
       
  (a) / / Broker or dealer registered under Section 15 of the Exchange Act.
       
  (b) / / Bank as defined in Section 3(a)(6) of the Exchange Act.
       
  (c) / / Insurance company as defined in Section 3(a)(19) of the Exchange Act.
       
  (d) / / Investment company registered under Section 8 of the Investment Company Act.
       
  (e) / / An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
  (f) / / An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
  (g) / / A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
  (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
  (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
       
  (j) / / A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J).
       
  (k) / / Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.Ownership
(a)Amount beneficially owned:

 

See Cover Page Item 9 for each Reporting Person. The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person except to the extent of his or its pecuniary interest therein.

 

(b)Percent of class:

 

See Cover Page Item 11 for each Reporting Person. The percentages of Shares reported owned by each person named herein is based upon 109,609,821 Shares outstanding, as of April 30, 2021, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 6, 2021, plus the number of Shares issuable upon the Notes held by the Reporting Persons.

 

10

CUSIP No. 38046C109

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(ii)Shared power to vote or to direct the vote

 

See Cover Pages Items 5-9.

 

(iii)Sole power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

(iv)Shared power to dispose or to direct the disposition of

 

See Cover Pages Items 5-9.

 

Item 5.Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X].

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

 

Item 7.Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

 

Item 8.Identification and Classification of Members of the Group.

See Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission on March 19, 2020.

 

Item 9.Notice of Dissolution of Group.

Not Applicable.

 

Item 10.Certifications.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

11

CUSIP No. 38046C109

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 25, 2021

 

  MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND II, L.P.
     
  By: Mudrick Distressed Opportunity Drawdown Fund II GP, LLC, its general partner
   
  By:

/s/ Jason Mudrick

    Name: Jason Mudrick
    Title: Sole Member

 

  MUDRICK DISTRESSED OPPORTUNITY FUND GLOBAL, L.P.
   
  By: Mudrick GP, LLC, its general partner
     
  By:

/s/ Jason Mudrick

    Name: Jason Mudrick
    Title: Sole Member

 

  MUDRICK GP, LLC
   
  By:

/s/ Jason Mudrick

    Name: Jason Mudrick
    Title: Sole Member

 

  MUDRICK DISTRESSED OPPORTUNITY DRAWDOWN FUND II GP, LLC
   
  By:

/s/ Jason Mudrick

    Name: Jason Mudrick
    Title: Sole Member

 

  MUDRICK CAPITAL MANAGEMENT, L.P.
   
  By: Mudrick Capital Management, LLC, its general partner
     
  By:

/s/ Jason Mudrick

    Name: Jason Mudrick
    Title: Sole Member

 

12

CUSIP No. 38046C109

  MUDRICK CAPITAL MANAGEMENT, LLC
   
  By:

/s/ Jason Mudrick

    Name: Jason Mudrick
    Title: Sole Member

 

   
   
 

/s/ Jason Mudrick

  JASON MUDRICK

13