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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): September 24, 2024 (September 18, 2024)

 

GOGO INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware (State or other jurisdiction of incorporation)	001-35975 (Commission File Number)	27-1650905 (IRS Employer Identification No.)

 

105 Edgeview Dr., Suite 300 Broomfield, CO (Address of principal executive offices)	80021 (Zip Code)

 

Registrant’s telephone number, including area code:

303-301-3271

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	Trading Symbol	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. ☐

 

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Item 1.01 Entry into a Material Definitive Agreement.

On September 18, 2024, Gogo Inc. (the “Company”) entered into an amendment (the “Amendment”) to that certain OneWeb Distribution Partner Agreement by and between Gogo Business Aviation, LLC and Network Access Associates Limited (“Eutelsat OneWeb”), dated as of May 19, 2022 and as previously amended on October 5, 2022 (the “Original Agreement”). Pursuant to the Original Agreement, Gogo partners with Eutelsat OneWeb to utilize its global low earth orbit satellite network. Pursuant to the Amendment, Gogo has made a total guaranteed minimum commitment of $52,500,000 over a four-year term, with an option to extend. Following the initial term, the Amendment will automatically renew for successive one-year periods unless one party provides written notice of its intent not to renew, and either party may terminate the Amendment for breach or for insolvency rights. The Amendment also contains customary terms regarding confidentiality, indemnification and limitation of liability.

The foregoing description of the Amendment is only a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1(1)		Addendum 2 to OneWeb Distribution Partner Agreement by and between Gogo Business Aviation, LLC and Network Access Associates Limited, dated as September 18, 2024.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

(1) Portions of this exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K. If requested by the Securities and Exchange Commission or its staff, the Company will promptly provide on a supplemental basis an unredacted copy of the exhibit and its materiality and privacy or confidentiality analyses.

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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.

By: /s/ Crystal L. Gordon
Crystal L. Gordon
Executive Vice President, General Counsel, Chief Administrative Officer, and Secretary

Date: September 24, 2024

 

 

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ADDENDUM 2 TO

ONEWEB DISTRIBUTION PARTNER AGREEMENT

 

This Addendum 2 (this “Addendum 2”) is made effective as of the date of last signature hereto (the “Addendum 2 Effective Date”), and amends that certain OneWeb Distribution Partner Agreement with an effective date of 19th May 2022 (the “Agreement”) by and between Gogo Business Aviation, LLC (“Distribution Partner” or “Gogo”) and Network Access Associates Limited (“OneWeb”), as amended by Addendum 1 to the Agreement dated 5th October 2022 (“Addendum 1”). OneWeb and Distribution Partner are referred to in this Amendment individually as the “Party” or collectively as the “Parties”. Capitalized terms used in this Addendum 2 and not otherwise defined shall have the meanings ascribed to them in the Agreement.

 

WHEREAS, the Parties desire to amend the Agreement as set forth in this Addendum 2.

 

NOW, THEREFORE, in consideration of the promises and of the mutual agreements and covenants set forth in the Agreement and in this Addendum 2 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

 

 

 

and

 

 

“During the Term, and subject to the terms and conditions herein, OneWeb may – at any time and in its sole discretion – change, update and/or modify any of the foregoing Exhibits (each, an "Updated Exhibit") by providing Distribution Partner a copy of any such Updated Exhibit in whole or in part with at least thirty (30) days' written notice, which such Updated Exhibit shall immediately replace any current such Exhibit upon expiration of the thirty (30) days. Notwithstanding the foregoing, (i) OneWeb will not change, update and/or modify Exhibit 1A unless in writing and signed by authorized representatives of both Parties; provided, that notwithstanding the foregoing, the Parties agree that other than Bespoke Service Plans in Exhibit 1A, the Service Plans applicable under Exhibit 1A may be changed, updated and/or modified (from time to time) via the OneWeb Catalogue, so long as OneWeb provides written notice to Distribution Partner 30 days’ in advance of such change to the OneWeb Catalogue; ; (ii) OneWeb' s notice period shall be extended to at least ninety (90) days' written notice for any change, update and/or modification to Exhibit 1 that modifies, withdraws and/or retires Distribution Partner's authorized OneWeb Services provided for therein; and (iii) unless otherwise required by applicable Laws, such Updated Exhibits shall not apply to any OneWeb Services provided by OneWeb under any current Orders with Distribution Partner or where Distribution Partner has given notice to OneWeb of a committed End User order for the purchase of OneWeb Approved Equipment, which will be activated within six (6) months of the date of notification, prior to the applicable modification date until the later of (x) expiration of the

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initial term or then current renewal term, as applicable, of such Order, or (y) the expiration of the notice periods set forth above. For the avoidance of doubt, Exhibit 1 only applies in cases where the OneWeb Services are not otherwise covered by Exhibit 1A.”

 

 

 

 

“c) Intentionally Omitted.”

 

and

 

 

“e) Intentionally Omitted.”

 

 

“(1) Sections 5 (Prices, Invoicing and Payments), 8 (Confidentiality) and 10 (Indemnification Obligations) of this Agreement and/or”.

 

 

“4. Intentionally Omitted.”

 

 

Except as otherwise expressly permitted in this Addendum 2, the Parties agree that the terms of this Addendum 2 (the “Terms”) are Confidential Information and that each Party will disclose such Terms only to those of its employees, board members, advisors, consultants, subcontractors, representatives, agents and affiliated entities who have a need to know in connection with the Agreement and/or this Addendum 2 and have previously agreed to confidentiality obligations consistent with those in the Agreement. Each Party shall be responsible for any unauthorized disclosure of the Terms made by a permitted recipient.

Each Party agrees that if it is required by any regulatory authority or applicable Law (including, with respect to Gogo, the U.S. Securities and Exchange Commission (the “SEC”) and U.S. federal and state securities laws and regulations) to disclose any of the Terms, or is served with any form of legal process

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requiring such disclosure, it shall, if permitted by Law, before taking any action, promptly notify the other Party. If Gogo is required to disclose any Terms, it shall (i) provide at least three business days’ notice to OneWeb (or, if three business days’ notice is not legally permissible, such shorter period as shall be legally permissible); and (ii) redact commercially sensitive Terms to the extent legally permissible. Notwithstanding the foregoing, the Parties acknowledge and agree that, in connection with the execution of this Addendum 2, Gogo will (a) be required to file this Addendum 2 with the SEC within four (4) business days of the Addendum 2 Effective Date; (b) provide OneWeb a proposed draft of this Addendum 2 that it intends to file (inclusive of any redactions) with the SEC within two (2) business days of the execution of this Addendum 2 in order to allow OneWeb to comment on the same as it relates to any additional redaction of commercially sensitive Terms; and (c) redact commercially sensitive Terms to the extent legally permissible and consider any additional redactions proposed by OneWeb; provided that, Gogo shall, in its sole discretion, determine whether it will include any additional redactions in the SEC filing as proposed by OneWeb.

 

 

 

 

[SIGNATURE PAGE FOLLOWS]

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SIGNATURE PAGE TO

ADDENDUM 2 TO

ONEWEB DISTRIBUTION PARTNER AGREEMENT

 

 

IN WITNESS WHEREOF, the authorized representatives of both Parties have executed this Addendum 2 on the date indicated below as of the Addendum 2 Effective Date.

 

Network Access Associates Limited	Gogo Business Aviation, LLC
By: /s/ Cyril Dujardin	By: /s/ Oakleigh Thorne
Cyril Dujardin__________________________ Printed Name	Oakleigh Thorne_______________________ Printed Name
GM Connectivity______________________ Title	Chairman and CEO_____________________ Title
9/18/2024 Date	9/17/2024 Date

 

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SCHEDULE 1 TO

ADDENDUM 2 TO

ONEWEB DISTRIBUTION PARTNER AGREEMENT

 

Exhibit 1A

(ToP - Updated Terms and Conditions)

This Exhibit 1A contains the updated take-or-pay terms and conditions as set out herein (“Take-or-Pay” or “ToP”).

 

“Forecast Start Date” shall mean the following: the later of (a) the ToP Commencement Date and (b) [***]. Notwithstanding the foregoing, the Forecast Start Date may be extended under and pursuant to Section 6.C. of this Exhibit 1A.

 

“OneWeb Catalogue” means the OneWeb standard price catalogue that OneWeb may provide and/or issue from time to time by notice to Distribution Partner for the respective Vertical Markets and Territories covered under this Exhibit 1A.

 

“Take-or-Pay Period” shall begin on the Forecast Start Date and consist of four (4) individual, separate and distinct twelve (12) month ToP periods thereafter. For the avoidance of doubt, the Take-or-Pay Period may be increased by Distribution Partner properly exercising its option described further in – and pursuant to – Section 4.C. of this Exhibit 1A.

 

“ToP Commencement Date” shall be the date when OneWeb notifies Distribution Partner that they are able to provide the OneWeb Services for Private Aviation (non-VVIP) with service modeled to achieve the peak MIR specifications set out in Table 2 of this Exhibit 1A in accordance with the SLA in Exhibit 2 in [***] ([***]%) of the service area described in the map attached hereto as Attachment 1 (ToP Commencement Date - Service Area Map), which is currently targeted as [***].

 

 

Table 1

 

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Vertical Markets*	Territory*	Limitations & Additional Terms and Conditions
Private Aviation (Non-VVIP Only)	Global**	[***]
Private Aviation (VVIP Only)	Global**	[***]
Civil Government (Aviation only)	Global**	[***]
Military Government (Aviation only)	Global**	[***]

 

* Territory and Vertical Markets are subject to (i) the Commencement Date notice, (ii) authorizations and restrictions relevant to any Service Plan, (iii) applicable Law and all provisions outlined in this Agreement, including Sanctions; and (iv) being geofenced.

 

** Global means all the Territories in respect of which a Commencement Date has been notified, in respect of the applicable Vertical Market(s). In addition, for mobility Orders, including but not limited to Private Aviation, Civil Government and Military Government (as applicable), airplanes registered in Brazil and Mexico shall be placed under a separate “Local Country Addendum”. The terms and conditions set forth in the Local Country Addendum to be executed with each of OneWeb’s local affiliates in Brazil and Mexico shall be the same as those set forth in this Agreement except as required by or necessary to align with local Laws.

 

 

 

 

 

 

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[***]

 

 

 

Table 2

[***]

* Terminal specification subject to confirmation and can be updated as necessary.

** For the avoidance of doubt, the above Bespoke Service Plan table outlines the configuration of the plans between OneWeb and Distribution Partner for the Private Aviation Vertical Market but may not reflect the market plan offered by Distribution Partner (or Sub-Distributors) to End Users.

 

 

For example, [***].

 

 

 

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For Bespoke Service Plans, Distribution Partner shall pay to OneWeb [***].

 

Gogo shall retain full sole discretion to create, modify, eliminate, discontinue, update, and market service plans to customers (“Customer Service Plans”), provided that, [***]. Gogo will share details of Customer Service Plans with OneWeb to the extent permitted by law and the terms of any customer contracts.

 

[***]

 

Minimum MRC due for Suspension for Service Plan 1 and 3, in addition to third party partner agreements for specific countries shall be discussed during the quarterly business review between the companies.

 

 

As further described in Section 5.A. to this Exhibit 1A, [***] shall be offset / deducted from each ToP Yearly Commitment (as defined herein).

Distribution Partner may [***]:

 

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Table 3

[***]

Service Plans 1 and 2 transition end date shall be discussed during the quarterly business review between the companies.

 

 

During the Take-or-Pay Period, and under only this Exhibit 1A, OneWeb shall make the OneWeb Services available for purchase by Distribution Partner in the form of Service Plans as provided in the OneWeb Catalogue for the Vertical Markets as each is expressly limited in Section 2 of this Exhibit 1A.

 

As further described in Section 5.A. to this Exhibit 1A, the Service Charges for Service Plans in the OneWeb Catalogue shall be offset / deducted from each ToP Yearly Commitment (as defined herein).

 

 

 

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Therefore, under the ToP, the total guaranteed minimum commitment by Distribution Partner to OneWeb equals Fifty-Two and One Half Million U.S. dollars (US$52,500,000) (the “ToP Committed Payment”), which is the total of all the ToP Yearly Commitments added together, as such amount may be decreased as described herein and/or increased under Section 4.C. of this Exhibit 1A.

 

Notwithstanding the foregoing, if Distribution Partner presents for certification to OneWeb the HDX Gogo User Terminal during the Take-or-Pay Period and OneWeb fails to certify such HDX Gogo User Terminal within thirty (30) days of presentation (subject to any valid regulatory reason which may prevent certification), the ToP Yearly Commitment in the current / applicable Take-or-Pay Period will be reduced by a fraction computed as the number of days from the expiration of such 30-day period until OneWeb provides the required certification of the HDX Gogo User Terminal divided by 365 (and the ToP Committed Payment shall be reduced accordingly as well).

 

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While each ToP Yearly Commitment is due and payable by Distribution Partner as outlined in Section 4, OneWeb shall determine (and invoice accordingly in arrears, which will be separate from the applicable invoice for the last monthly [***] in such quarter) the actual quarterly amounts within a given ToP Yearly Commitment that are due and payable by Distribution Partner through the following formula:

 

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(applicable quarterly payment of the ToP Yearly Commitment as detailed in Section 4) – [total amount of Eligible [***] over the applicable quarter + Excess Payment (as defined herein), if any, from the prior quarter (even if from an earlier Take-or-Pay Period)].

 

Example: [***].

 

Where the foregoing formula results in a shortfall (i.e., a positive number), Distribution Partner is required to make a catch-up payment with such shortfall being invoiced by OneWeb and due and payable by Distribution Partner for such quarter within a ToP Yearly Commitment.

 

Where the foregoing formula does not result in a shortfall (i.e., a negative number) and there is instead an excess payment (each, a “Excess Payment”), there shall be no additional amount due and payable by Distribution Partner for such quarter within a ToP Yearly Commitment.

 

For the avoidance of doubt, (i) the above formula ensures that (y) any underachievement of a required ToP Yearly Commitment is paid in full in the applicable Take-or-Pay Period; and (z) any overachievement of a required ToP Yearly Commitment can be offset against subsequent Take-or-Pay Periods; and (ii) any Excess Payment resulting from the above formula will be credited towards subsequent Take-or-Pay Periods.

 

 

 

 

 

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Attachment 1 to Exhibit 1A

(ToP Commencement Date – Service Area Map)

Planned Coverage by [***]

 

[***]

For illustrative purposes only. Does not reflect regulatory exclusions.

 

 

The map in this Attachment 1 to Exhibit 1A sets forth the countries in which OneWeb anticipates having satellite coverage and authorizations to provide the OneWeb Services by [***] (collectively, the “Service Area”). OneWeb agrees to regularly update Gogo on regulatory restrictions or sanctions in the Service Area. The latest regulatory update, “Country Status List for DPs - 2024.06.13 (Final)”, is included as Attachment 2.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attachment 2 to Exhibit 1A

Country Status List for DPs - 2024.06.13 (Final)

 

[***]

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