Gogo extends $544M term loans to October 2030
The deal pairs a 2030 maturity with $75 million of scheduled paydowns through 2027 and a stated 200-basis-point interest-rate increase.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Gogo Inc. and its wholly owned subsidiary Gogo Intermediate Holdings LLC amended the credit agreement, converting consenting lenders’ term loans into 2026 Extended Term Loans. The facility had aggregate principal of $544.4 million as of November 6, 2026 and matures October 31, 2030. The separate Initial Term Loan Facility had aggregate principal of $33.4 million as of November 6, 2026 and matures April 30, 2028.
GIH must prepay $25.0 million at closing, $30.0 million on or before December 31, 2026, and $20.0 million on or before December 31, 2027, subject to reduction for voluntary prepayments and repurchases. The extended loans bear interest, at GIH’s option, at term SOFR plus 5.75% or alternate base rate plus 4.75%; lender materials describe the SOFR margin as a 200-basis-point increase. Quarterly installments equal 0.75% through March 31, 2028, 1.125% through March 31, 2029, and 1.25% thereafter, each based on initial aggregate principal.
Mandatory prepayments also apply to specified asset-sale and debt-incurrence proceeds and to 50% of annual excess cash flow above $10 million, reducible to 25% or 0% if specified leverage targets are met. The amendment restricts certain liability-management transactions and adds guarantees from certain foreign subsidiaries.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Major point. Forward-looking: it has not happened yet and may not happen.Gogo announced $75 million of debt reduction through 2027. 14% of market cap
Negative
- Moderate pointLender materials describe a 200-basis-point interest-rate increase for the extended term loans.
Filing Explained
Alongside the loan extension and scheduled paydowns, the amendment provides for additional collateral to secure obligations under the HPS credit agreement on a pari passu basis, subject to the intercreditor agreement; the filing describes collateral to be granted, not a completed grant.
8-K Event Classification
Key Figures
Key Terms
term secured overnight financing rate (SOFR) financial
alternate base rate financial
excess cash flow financial
pro rata technical
pari passu technical
supermajority technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What debt paydowns does GOGO’s term-loan amendment require?
What interest rates apply to GOGO’s extended term loans?
How are GOGO’s extended term loans amortized?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading Symbol |
Name of Each Exchange on Which Registered |
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On November 6, 2026 (the “Closing Date”), Gogo Inc. (“Gogo” or the “Company”) and Gogo Intermediate Holdings LLC (“GIH”) (a wholly owned subsidiary of Gogo) entered into the third amendment (the “Amendment”) to the credit agreement among Gogo, GIH, the lenders and issuing banks party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, dated April 30, 2021 (as it may be amended, supplemented or otherwise modified from time to time, the “2021 Credit Agreement”), to, among other purposes, extend the maturity of the term loans held by consenting lenders under the term loan facility thereunder (the “2021 Term Loan Facility”) by converting such term loans into a new class of term loans (the “2026 Extended Term Loans”). As of the Closing Date, the 2021 Term Loan Facility consists of two tranches: Initial Term Loans in an aggregate principal amount of $33.4 million (the “Initial Term Loan Facility”), which mature on April 30, 2028; and the 2026 Extended Term Loans in an aggregate principal amount of $544.4 million (the “2026 Extended Term Loan Facility”), which mature on October 31, 2030. The Amendment includes a mechanic for holders of the Initial Term Loan Facility to convert their Initial Term Loans into 2026 Extended Term Loans within a period of time after the Closing Date, with such conversion to be effective as of the Closing Date. The Amendment also requires GIH to prepay $25.0 million of the 2026 Extended Term Loans on the Closing Date (with any additional holders of Initial Term Loans converting after the Closing Date to receive their pro rata share of such amount), $30.0 million of the 2026 Extended Term Loans on or prior to December 31, 2026 and an additional $20.0 million of 2026 Extended Term Loans on or prior to December 31, 2027, in each case subject to reduction for voluntary prepayments and repurchases. These additional mandatory prepayments apply only to the 2026 Extended Term Loans. Subject to the right of individual lenders to decline receipt of prepayments, mandatory prepayments from asset disposition proceeds, debt incurrence proceeds and excess cash flow are allocated pro rata among the outstanding term loan tranches. The Amendment also effects certain other changes to the 2021 Credit Agreement described below.
The 2026 Extended Term Loans amortize in quarterly installments commencing on March 31, 2027, equal to 0.75% of their initial aggregate principal amount through and including March 31, 2028, 1.125% thereafter through and including March 31, 2029, and 1.25% thereafter, subject to reduction for applicable prepayments, with the remaining balance payable at maturity. The 2026 Extended Term Loans bear annual interest, at GIH’s option, at either (i) term secured overnight financing rate (SOFR) as administered by the Federal Reserve Bank of New York (subject to a floor of 0.00%), with no credit spread adjustment, plus an applicable margin of 5.75% or (ii) an alternate base rate plus an applicable margin of 4.75%.
The 2026 Extended Term Loans may be prepaid at GIH’s option at any time without premium or penalty (other than customary breakage costs), subject to minimum principal payment amount requirements. Optional term loan prepayments may be allocated among the Initial Term Loan Facility and the 2026 Extended Term Loan Facility as directed by GIH. Subject to certain exceptions and de minimis thresholds, the 2026 Extended Term Loans are subject to mandatory prepayments in an amount equal to:
Mandatory prepayments from asset disposition proceeds, debt incurrence proceeds and excess cash flow are generally allocated pro rata among the outstanding term loan tranches, subject to applicable exceptions and lender declination rights. The additional $25.0 million, $30.0 million and $20.0 million prepayments described above apply solely to the 2026 Extended Term Loans.
The Amendment introduces provisions restricting the Company’s ability to undertake certain liability management transactions by restricting priming/subordination and non-pro-rata treatment of the 2026 Extended Term Loans and/or lenders of the 2026 Extended Term Loans, subject to specified exceptions, and introduces provisions requiring the consent of a supermajority of the lenders of the 2026 Extended Term Loans to approve or waive.
Additionally, the Amendment adds a requirement for certain foreign subsidiaries to join as guarantors to the guarantee agreement, dated April 30, 2021 (the “Guarantee Agreement”), among Gogo, GIH, and each direct and indirect wholly-owned U.S. restricted subsidiary of GIH, in favor of Morgan Stanley Senior Funding, Inc., as collateral agent
(the “Collateral Agent”). Other foreign subsidiaries are required to provide guarantees if their assets, revenues or Consolidated EBITDA exceed the applicable individual materiality thresholds, or if they cease to qualify as immaterial because the applicable aggregate thresholds are exceeded. Additionally, the Amendment provides for additional collateral to be granted pursuant to the collateral agreement, dated April 30, 2021, among the parties to the Guarantee Agreement (the “Collateral Agreement”), to secure the obligations under the credit agreement (the “HPS Credit Agreement” and together with the 2021 Credit Agreement, the “Credit Agreements”) with HPS Investment Partners, LLC (“HPS”), as the administrative agent, and the lenders party thereto, on a pari passu basis, subject to the terms of the intercreditor agreement.
The above description of the Amendment is qualified by reference to its text, a copy of which is filed as Exhibit 10.1 hereto. For more information on the 2021 Credit Agreement generally, see the Company’s quarterly report on Form 10-Q for the quarterly period ended September 30, 2026, filed with the Securities and Exchange Commission on November 6, 2026.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On November 6, 2026, the Company issued a press release announcing the closing of the Amendment. A copy of the press release is attached hereto as Exhibit 99.1. The Company is attaching as Exhibit 99.2 a copy of materials previously provided to lenders in connection with entry into the Amendment (the “Lender Discussion Materials”). These materials also include, on slide 9, a summary of the terms that the Company offered to amend and extend all of its indebtedness, which, following negotiations, resulted in the Amendment to the 2021 Credit Agreement.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. Such information shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, regardless of any incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. |
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Description |
10.1* |
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Third Amendment to Credit Agreement, dated as of November 6, 2026, among Gogo Inc., Gogo Intermediate Holdings LLC, the guarantors party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and the lenders party thereto. |
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Press Release dated November 6, 2026. |
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Lender Discussion Materials. |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* Certain schedules and other similar attachments to such agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
Forward Looking Statements
The Lender Discussion Materials contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding our business outlook, industry, business strategy, plans, goals and expectations concerning our market position, international expansion, future technologies, future operations, liquidity and capital resources and other financial and operating information. When used in the Lender Discussion Materials, the words “believe,” “continue,” “could,” “expect,” “intend,” “may,” “plan,” “should,” “will,” and the negative of these or similar terms and phrases are intended to identify forward-looking statements. Such statements are based on our current expectations regarding future events, results or outcomes, which may or may not be realized. Although we believe the expectations reflected in the statements are reasonable, we can give you no assurance they will prove to have been correct. Actual events, results and outcomes may differ materially from our expectations due to a variety of factors, including, among others, those listed under the caption “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2025 and in our subsequent quarterly reports on Form 10-Q. All forward-looking statements speak only as of the date made and unless required by law we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Non-GAAP Financial Measures
The Lender Discussion Materials contain certain non-GAAP financial measures, including EBITDA, Adjusted EBITDA, Incremental Term Loan B Adjusted EBITDA, Free Cash Flow, Levered Free Cash Flow, Unlevered Free Cash Flow and pro forma liquidity. These non-GAAP financial measures should not be read as alternatives to the corresponding GAAP measures of net income (loss) attributable to common stock and net cash provided by (used in) operating activities, as applicable, and some of them are included only in the context of the Lender Discussion Materials given their relevance to the lenders of the Company’s 2021 Credit Agreement, and not as non-GAAP measures that the Company regularly presents to its investors. For the required reconciliations not otherwise contained in the Lender Discussion Materials, see the Company’s previously issued earnings releases for the applicable periods, which are attached as exhibits to its Current Reports on Form 8-K furnished to the Securities and Exchange Commission.
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.
GOGO INC.
By: /s/ Zachary Cotner
Zachary Cotner
Executive Vice President and
Chief Financial Officer
Date: November 6, 2026
Exhibit 99.1
Gogo Completes Amendment and Extension of ~$600 Million Term Loan B Deleveraging Transaction
Reaffirms Company’s commitment to strengthening its financial position through deleveraging
Term Loan B maturity extended to 2030 and debt reduced by $75 million through 2027, with immediate $25 million paydown
BROOMFIELD, Colo., Nov. 06, 2026 – Gogo Inc. (NASDAQ: GOGO) (“Gogo” or the “Company”), a leading global provider of broadband connectivity services for the business and military/government aviation markets, today announced it has completed an amendment and extension of its Term Loan B, supported by subsantially all holders.
“Reducing debt remains our top capital allocation priority, and today’s agreement, including the immediate $25 million paydown of our term loan, will help us achieve that,” said Chris Moore, Gogo’s Chief Executive Officer. “The strong participation from our lenders reflects their confidence in Gogo’s future. Extending the maturity of our term loan to 2030 gives us the time to execute our transformation strategy to become a global provider of high-speed broadband to the underpenetrated business and military/government aviation markets, while also directing free cash flow toward further debt reduction. We see this as the first of several steps towards refurbishing our balance sheet, and I want to thank our lenders for their constructive engagement throughout this process.”
The transaction extends the maturity of Gogo’s Term Loan B to October 2030, providing the Company with an additional 2.5 years of runway to execute on its transformation strategy. The extension also supports Gogo’s continued focus on debt reduction, providing the Company with greater flexibility to strengthen its balance sheet and meaningfully deleverage over the life of the extended term loan.
Advisors
GLC Advisors & Co., LLC served as exclusive financial advisor to the Company, with White & Case LLP acting as the Company’s outside counsel, on the transaction. Gibson Dunn represented the Ad Hoc group of lenders.
About Gogo
Gogo is the only multi-orbit, multi-band in-flight connectivity provider offering connectivity technology purpose-built for business and military/government mobility aviation. Its industry-leading product portfolio offers best-in-class solutions for all aircraft types, from small to large and heavy jets and beyond.
The Gogo offering uniquely incorporates Air-to-Ground technology and access to multiple satellite constellations to deliver consistent, global tip-to-tail connectivity through a sophisticated suite of software, hardware, and advanced infrastructure supported by a 24/7/365 in person customer support team.
Gogo consistently strives to set new standards for reliability, security and innovation and is shaping the future of inflight aviation to make it easier for every customer to stay connected.
Cautionary Note Regarding Forward-Looking Statements
Certain disclosures in this press release include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding our business outlook, industry, business strategy, plans, goals and expectations concerning our market position, international expansion, future technologies, future operations, liquidity and capital resources and other financial and operating information. When used in this press release, the words “believe,” “continue,” “could,” “expect,” “intend,” “may,” “plan,” “should,” “will,” and the negative of these or similar terms and phrases are intended to identify forward-looking statements. Such statements are based on our current expectations regarding future events, results or outcomes, which may or may not be realized. Although we believe the expectations reflected in the statements are reasonable, we can give you no assurance they will prove to have been correct. Actual events, results and outcomes may differ materially from our expectations due to a variety of factors, including, among others, those listed under the caption “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2025 and in our subsequent quarterly reports on Form 10-Q. All forward-looking statements speak only as of the date made and unless required by law we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Relations Contact: Media Relations Contact:
Amy Greene Stacey Giglio
+1 303-301-3313 +1 321-525-4607
agreene@gogoair.com sgiglio@gogoair.com
Page 2 of
November 2026 Discussion Materials
Disclaimer This presentation has been prepared by GLC Advisors & Co., LLC (“GLC”) for the exclusive use of the party to whom GLC delivers this presentation, using information provided by the company that is the subject of such presentation (together with its subsidiaries and affiliates, the “Company”) and other publicly available information. GLC has not independently verified the information contained herein, nor does GLC make any representation or warranty, either express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation. Any estimates or projections as to events that may occur in the future (including projections of revenue, expense, net income and stock performance) are based upon the best judgment of GLC from the information provided by the Company (including its advisors and representatives) and other publicly available information as of the date of this presentation. There is no guarantee that any of these estimates or projections will be achieved. Actual results will vary from the projections and such variations may be material. Nothing contained herein is, or shall be relied upon as, a promise or representation as to the past or future. GLC is not undertaking to provide any legal, regulatory, accounting, insurance, tax or other similar professional advice in this presentation. Nothing contained herein is, or shall be relied upon as, such advice. GLC and its affiliates expressly disclaim any and all liability relating or resulting from the use of this presentation. This presentation has been prepared solely for informational purposes and is not to be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. No investment, divestment or other financial decisions or actions should be based solely on the information in this presentation and GLC is not, by making this report available, providing investment, legal, tax, financial, accounting or other advice to you or any other party. This material must not be copied, reproduced, distributed or passed to others at any time without the prior written consent of GLC.
Introduction Gogo has reached an economic agreement with well over 50% of its Original Term Loan B lenders for a 2.5 year maturity extension. The transaction is expected to close imminently The Original Term Loan B represents ~75% of Gogo’s outstanding debt, and the Company has agreed with an AHG of lenders on the economic terms of a maturity extension In exchange for the extension, the Company has agreed to an increased interest rate, one-time principal paydowns, and higher scheduled amortization, as outlined herein The Company is confident in its long-term story and would like to opportunistically address its remaining 2028 maturity of the $225mm Incremental Term Loan, ensuring a clear runway for management to continue to execute The Company’s $122mm revolver is undrawn. It has a maturity date of Dec. 2029, which springs to early 2028, 90 days before the April 2028 maturity of the Incremental Term Loan
Current Situation Dynamics Investment Highlights Strong financial performance Moderate leverage and ample liquidity ~3.3x net leverage and ~$185mm liquidity (1) High margins and significant normalized FCF 24% Adjusted EBITDA margin (2026E) (2) $100mm+ annual LFCF, excluding one-times Merger cost savings exceeding budget Compelling product offerings and growing end markets Mission-critical, full-service aviation connectivity platform with ATG, LEO, MEO, and GEO capabilities Demand tailwinds in both business aviation and Mil / Gov markets Product portfolio solves reliance and redundancy demands of Mil / Gov customers globally Strategic assets with mix of fixed and variable costs Partner rev share relationships provide margin stability for satellite offerings Owned ATG network / spectrum have strategic value not readily apparent in financial metrics Operating Challenges While Gogo has faced a challenging operating environment, its financial profile and long-term market opportunity remain strong Delayed Nextgen transition and increased competition Rollout of Nextgen 5G offering delayed by ~5 years (sales commenced 4Q25) Impact on recent ATG customer attrition rates Starlink and future LEO entrants Diversification of NetJets fleet Changing equipment model Current equipment margin ~5% vs. ~20%+ historically Attractive equipment pricing designed to drive new tail activations and existing tail upgrades Significant one-time cash charges Satcom Direct earnouts, SmartSky litigation, M&A related costs, 5G / Galileo development costs ~$115mm use of cash in 2025 and 2026E Complex and confusing product mix / investor story Headline risk without proper context masks solid financial performance Multiple technology models cloud reality of defensible long-term positioning 2Q26A. Reflects Incremental TL B Adjusted EBITDA.
Paydown Close $25mm (4.2% of current Original TL B balance) 12/31/26 $30mm (5.0%) 12/31/27 $20mm (3.3%) Total $75mm (12.5%) Maturity October 2030 (2.5yr ext.) Interest Rate S + 5.75% (200 bps increase) Amortization 3.0% per annum through current maturity (Apr. 2028) 4.5% in year 1 of the extension period 5.0% thereafter (Currently none due to a 2023 prepayment) Other Credit Enhancements General alignment and tightening of negative covenants relative to Incremental TL B Customary LME protections Incremental TL B Considerations Insulate Incremental TL B excess cash flow sweep from economic changes resulting from Original TL B extension Original TL B lender consent right on any future amendment or extension of the Incremental TL B Original TL B Extension Term Sheet Original TL B extension to October 2030 provides 2.5 years of additional runway in exchange for $75mm of one-time paydowns, higher interest rate and amortization, and tighter credit agreement baskets
Illustrative Pro Forma Analytics Pro forma for the Transaction, Gogo is expected to maintain attractive credit metrics, including under downside scenarios Incremental TL B Adjusted EBITDA, see appendix for reconciliation. Adjustments exclude $20mm paydown due 12/31/27. Revolver matures 12/3/2029, subject to a springing maturity 90 days prior to the Incremental Term Loan’s April 2028 maturity. ($ in millions) Pro forma for a transaction, the Company will maintain adequate liquidity and strong credit metrics
Appendix
EBITDA Definition Reconciliation Conservative add-backs to reported adjusted EBITDA understate normalized profitability
July Global Amendment Request (Prior Proposal) The following reflects the Company’s initial proposal for a global amend-and-extend transaction. Following negotiations with its lenders, the Company agreed to terms on an amend-and-extend transaction with the Original TL B lenders and continues to engage with the revolving lenders and the Incremental TL B lenders Transaction Rationale Enhanced lender economics Derisking through material near-term principal repayment (at par) and incremental debt paydown over the term of the loans Improved refinancing profile driven by steady net debt deleveraging over time Allows management runway to focus on operations and not the capital structure Incentivizes global refinancing at the right time Revolver Original TL B Incremental TL B Fee 25 bps 50 bps 75 bps Paydown Close $10mm $15mm 12/31/26 $10mm $10mm Satcom HQ Sale(1) $5mm $5mm Maturity 1/30/2031 4/30/2031 4/30/2031 Interest Rate S + 4.00% No change S + 4.00% 25 bps increase S + 6.00% No change Amort. 2% of PF balance vs. 0% (2) 2% of PF balance vs. 1% Amendment Summary Sale of former Satcom Direct HQ expected to close 3Q26; Company to reinvest residual proceeds after debt paydowns. Currently, the Original TL B is not subject to 1% annual amortization due to a 2023 loan prepayment. Other key terms unchanged, subject to any required clean-up, including potentially aligning certain definitions (e.g., Credit Facility EBITDA)
