Share Repurchase
On September 15, 2022, Gogo Inc. (the “Company”) agreed to repurchase 1,500,000 shares of Common Stock owned by affiliates of BlackRock, Inc. (“BlackRock”) in a private transaction, for an aggregate purchase price of $18,345,000, or $12.23 per share (the “Repurchase”). The closing of the Repurchase will take place on or before September 21, 2022. The Repurchase is expected to be funded with cash on hand.
Request Pursuant to Shareholder Rights Plan
BlackRock inadvertently acquired beneficial ownership of more than 4.9% of the Gogo Inc.’s (the “Company”) common stock (“Common Stock”), exceeding the threshold stipulated in the Company’s Section 382 Rights Agreement, dated September 23, 2020 (the “Plan”). On September 15, 2022, pursuant to the Plan and following approval by the Board of Directors of the Company, the Company requested that BlackRock, as promptly as practicable, divest sufficient shares of Common Stock to take its beneficial ownership below 4.9% (the “Shareholder Rights Plan Request”). Following completion of such requested share divestiture, BlackRock shall be deemed not to be an “Acquiring Person” under the Plan. Based on information provided by BlackRock, the Company estimates that after the closing of the Repurchase, BlackRock would need to divest another approximately 100,000 shares of Common Stock in order to divest enough shares of Common Stock so as to not be deemed an “Acquiring Person” under the Plan. The Company can provide no assurances as to the specific timing and amount of sales by BlackRock or that BlackRock will in fact divest sufficient shares of Common Stock so as to not be deemed an “Acquiring Person” under the Plan.
A press release announcing the foregoing events was issued on September 15, 2022 and is attached hereto as Exhibit 99.1.
Forward-Looking Statements
Certain disclosures in this report include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the Company’s business outlook, industry, business strategy, plans, goals and expectations concerning the Company’s market position, international expansion, future technologies, future operations, margins, profitability, future efficiencies, capital expenditures, liquidity and capital resources and other financial and operating information. 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 the Company’s current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Although the Company believes the expectations reflected in the forward-looking statements are reasonable, the Company 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 the Company’s expectations due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible to identify all of these risks and factors, they include, among others, our ability to effectively evaluate and pursue strategic opportunities. Additional information concerning these and other factors can be found under the caption “Risk Factors” in the Company’s Annual Report on
