Chicago, IL | September 20, 2017 — Gogo Inc. (“Gogo”) (NASDAQ:GOGO) announced the commencement of a private offering of $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 Issuers’ 12.500% Senior Secured Notes due 2022 were previously issued in an aggregate principal amount of $525 million on June 14, 2016 and in an aggregate principal amount of $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. 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 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-U.S. persons outside the United States in reliance on Regulation S under the Securities Act.
The consummation of the offering of the Additional Notes will be conditioned upon, among other things, satisfaction or waiver of the conditions to the previously announced consent solicitation with respect to the Notes, including obtaining the valid and unrevoked consents from holders of Previously Issued Notes as of 5:00 p.m., New York City time, on September 13, 2017 holding no less than a majority in aggregate principal amount of the outstanding Previously Issued Notes, excluding Previously Issued Notes held by the Issuers or any affiliates of the Issuers (the “Requisite Consents”), on or prior to 5:00 p.m., New York City time, on September 20, 2017, unless extended or earlier terminated by the Issuers, and, if the Requisite Consents are obtained, the execution of a supplemental indenture to the indenture governing the Previously Issued Notes, providing for the proposed amendments to the indenture, including an increase in the amount of additional secured indebtedness that may be incurred by the Issuer and its restricted subsidiaries.
The Additional Notes and the guarantees have not been registered under the Securities Act and may not be offered or sold in the United Statesabsent 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 within the meaning of the Federal Private Securities Litigation Reform Act of 1995 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, that are based on management’s beliefs and assumptions and on information currently available to management. 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. Forward-looking statements represent the beliefs and assumptions of Gogo only as of the date of this press release 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 press release, possibly to a material degree.. 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 press release, investors should refer to the disclosure contained under the headings “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Gogo’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.
Chicago, IL | September 20, 2017 — Gogo Inc. (“Gogo”) (NASDAQ:GOGO) today announced that with respect to the previously announced consent solicitation with respect to the 12.500% senior secured notes due 2022 (the “Notes”) issued by Gogo’s direct wholly owned subsidiary, Gogo Intermediate Holdings LLC (the “Issuer”), and its indirect wholly owned subsidiary, Gogo Finance Co. Inc. (together with the Issuer, the “Issuers”), the Issuers have received consents from holders of at least a majority in aggregate principal amount of the Notes (excluding Notes held by the Issuers or any affiliates of the Issuers) as of 5:00 p.m., New York City time, on September 13, 2017.
In conjunction with receiving the requisite consents, the Issuers, Gogo and certain subsidiaries of the Issuer, as guarantors (Gogo and such subsidiaries, the “Guarantors”), and U.S. Bank National Association, as trustee (the “Trustee”), entered into the first supplemental indenture (the “Supplemental Indenture”) to the indenture governing the Notes, dated as of June 14, 2016 (the “Indenture”), to effect the proposed amendments to the Indenture (collectively, the “Indenture Amendments”). The purpose of the Indenture Amendments is to provide Gogo and its subsidiaries with additional flexibility under the Indenture to opportunistically raise additional financing and to facilitate the growth of Gogo’s business. The Supplemental Indenture became effective immediately upon execution.
In addition, the Issuers and the Guarantors, as grantors (the “Grantors”), and U.S. Bank National Association, as collateral agent (the “Collateral Agent”), entered into the collateral agreement amendment (the “CAA”), which amended the collateral agreement, dated as of June 14, 2016 (the “Collateral Agreement”), made by the Grantors in favor of the Collateral Agent, to effect the proposed amendments to the Collateral Agreement (the “Collateral Agreement Amendments” and, together with the Indenture Amendments, the “Amendments”). The purpose of the Collateral Agreement Amendments is to reduce the administrative burden on Gogo and its subsidiaries with respect to foreign intellectual property-related matters. The CAA became effective immediately upon execution.
Within 10 business days of 5:00 p.m., New York City time, on September 20, 2017 (the “Expiration Date”), the Issuer will pay, or cause to be paid, to each Note holder who validly delivered (and did not validly revoke) a consent a cash payment of $2.50 for each $1,000 of principal amount of Notes in respect of which such consent was delivered. Following execution of the Supplemental Indenture and the CAA, any consents given may not be revoked.
This announcement is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Amendments or any securities. The solicitation of consents was made pursuant to the terms of the Consent Solicitation Statement and the related Letter of Consent. The solicitation of consents was not made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.
Any inquiries regarding the consent solicitation may be directed to D.F. King & Co., Inc., as information, tabulation and paying agent for the consent solicitation, at (877) 283-0325 (toll-free), (212) 269-5500 (collect) or by email at gogo@dfking.com, or to the solicitation agent for the consent solicitation, Morgan Stanley & Co. LLC, at (800) 624-1808 (toll-free) or (212) 761-1057 (collect).
East Aurora, NY | October 5, 2016– Astronics Corporation (NASDAQ: ATRO), a leading supplier of advanced technologies and products to the global aerospace, defense, and semiconductor industries, reminds investors that October 6, 2016 is the ex-dividend date for its 15% Class B stock distribution announced on September 26, 2016. As a result, on October 6, 2016, Astronics’ stock will be adjusted to 86.96% of today’s closing price of $46.58 per share. All historical pricing will reflect the same adjustment. Investors should be aware that the historical stock price adjustments on financial and stock market information websites are often delayed. This results in an erroneous view of the historical price trend relative to the new trading levels.
With the 15% stock distribution of Class B Stock to holders of both Common and Class B Stock, stockholders will receive three shares of Class B Stock for every twenty shares of Common and Class B Stock held on the record date of October 11, 2016. The Company expects the new shares to be distributed on or about October 18, 2016. Fractional shares will be paid in cash. After the distribution, approximately 19.4 million Common and 9.5 million Class B shares are expected to be outstanding.
Astronics Class B Stock is entitled to ten votes per share while Common Stock is entitled to one vote per share. The economic value of one share of Class B Stock is equivalent to one share of Common Stock. Class B Stock is not a tradable security, but is convertible, at all times and without cost to the shareholder, into one share of Astronics Corporation Common Stock, which is tradable and provides shareholders of Class B Stock access to the market. Subject to certain exceptions, shares of Astronics Class B Stock automatically convert into an equal number of shares of Common Stock upon transfer.
Information regarding the Class B share distribution and instructions to convert Class B stock into Common stock can be found in the Frequently Asked Questions page of the Investor Relations section at www.astronics.com. Registered shareholders and brokers should contact the Company’s
transfer agent, Wells Fargo Shareowner Services at (800) 468-9716, regarding the conversion of Class B Stock to Common Stock. Wells Fargo is the agent for the distribution.
Chicago, IL | May 2, 2016– Boeing [NYSE: BA] Chairman, President and Chief Executive Officer Dennis Muilenburg reports that the board of directors today declared a regular quarterly dividend of one dollar and nine cents ($1.09) per share.
The dividend is payable June 3, 2016, to shareholders of record as of May 13, 2016.
Luxembourg | March 21, 2016– Intelsat S.A. (NYSE: I), operator of the world’s first Globalized Network, powered by its leading satellite backbone, announced today that its subsidiary, Intelsat Jackson Holdings S.A. (“Intelsat Jackson”), intends to offer $1.0 billion aggregate principal amount of senior secured notes due 2024 (the “notes”).
Intelsat Jackson’s obligations under the notes will be guaranteed by Intelsat Jackson’s direct parent company, Intelsat (Luxembourg) S.A. (the “parent guarantor”), and certain subsidiaries (the “subsidiary guarantors”), and will be secured by a first priority security interest in, subject to certain permitted liens, substantially all of the existing and future assets of Intelsat Jackson and the subsidiary guarantors, and in the case of the parent guarantor, the stock of the Intelsat Jackson owned by the parent guarantor. The security interests securing the notes will be pari passu with the security interests securing Intelsat Jackson’s senior secured credit facility.
The net proceeds from the sale of the notes are expected to be used by Intelsat Jackson for general corporate purposes, which may include repayment of indebtedness, capital expenditures and working capital and to pay fees and expenses related to the offering.
The notes referred to above will be offered and sold to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside the United States in accordance with Regulation S under the Securities Act and applicable exemptions from registration, prospectus or like requirements under the laws and regulations of the relevant jurisdictions outside the United States. The notes will not be registered under the Securities Act and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes referred to above will also not be registered in any jurisdiction outside of the United States and no action or steps will be taken to permit the offer of the notes in any such jurisdiction where any registration or other action or steps would be required to permit an offer of the notes.
The notes may therefore not be offered or sold in any such jurisdiction except pursuant to an exemption from, or in a transaction not subject to, the relevant requirements of laws and regulations of such jurisdictions.
No prospectus as required by the Directive 2003/71/EC (and the implementing laws and regulations in the relevant member states) has been filed with respect to the notes and therefore no offers of notes may be made in any Member States of the European Economic Area unless made pursuant to an exemption under the Directive 2003/71/EC (and the implementing laws and regulations in the relevant Member States).
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes or any other securities of Intelsat, nor shall there be any offer, solicitation or sale of the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.
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