Gogo Inc. (NASDAQ: GOGO) has announced the pricing of the previously announced private offering of USD 100 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 company said.
The principal amount of the Additional Notes is USD 100 million and the Additional Notes will be issued a price equal to 113% of their face value plus accrued interest from July 1, 2017 to the closing date.
The offering is expected to close on September 25, 2017, subject to customary closing conditions. The Issuers´ previously issued 12.500% Senior Secured Notes due 2022 in an aggregate principal amount of USD 525 million on June 14, 2016 and in an aggregate principal amount of USD 65 million on January 3, 2017 (collectively, the “Previously Issued Notes”).
The Additional Notes and the Previously Issued Notes will be treated as the same series for all purposes under the indenture and collateral agreements, each as amended and supplemented, that govern the Initial Notes and will govern the Additional Notes. The Additional Notes will be guaranteed on a senior secured basis by Gogo 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.
The Issuer intends to use the net proceeds from the sale of the Additional Notes to accelerate the commercial rollout of Gogo´s next generation global satellite solution, 2Ku, 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-US 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.