Gogo Inc. (GOGO): M&A transaction — Gogo completes acquisition of Satcom Direct for $375M cash + 5M shares + up to $225M earnout

Gogo Inc.

Acquired all equity of Satcom Direct entities for ~$375M cash, 5M restricted shares (~$40.5M), and up to $225M earnout over 4 years.
Entered $250M term loan facility from HPS Investment Partners, maturing April 2028, with interest at SOFR+6.00% (floor 1%).
Amended existing Morgan Stanley revolver to $122M and extended maturity to Dec 2029.
5M shares issued as Closing Date Stock Consideration were unregistered, exempt under Section 4(a)(2).
Financial statements of acquired business and pro forma info to be filed within 71 days.

item 1.01 item 2.01 item 2.03 item 3.02 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Gogo Inc. completed an acquisition involving Satcom Direct Holdings, Inc., SDHC Holdings, Inc., Satcom Direct Government Holdings, Inc., ndtHost Holdings, Inc. for aggregate cash purchase price of approximately $375,000,000, 5,000,000 restricted shares of common stock valued at approximately $40,500,000, and up to an addit (closed 2024-12-03).

Action: acquisition
Counterparty: Satcom Direct Holdings, Inc., SDHC Holdings, Inc., Satcom Direct Government Holdings, Inc., ndtHost Holdings, Inc.
Consideration: aggregate cash purchase price of approximately $375,000,000, 5,000,000 restricted shares of common stock valued at approximately $40,500,000, and up to an addit
Closing: 2024-12-03

Exact text from the filing

purchased from Sellers all of the issued and outstanding equity interests of the Parent Companies, in exchange for: (i) an aggregate cash purchase price of approximately $375,000,000, subject to customary post-Closing purchase price adjustments, (ii) 5,000,000 restricted shares (the “ Closing Date Stock Consideration ”) of the Company’s common stock, par value

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Gogo Inc. filing history →

Source: SEC EDGAR

accession 0001193125-24-273399

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