Gogo Inc. filed a current report on November 6, 2026, disclosing that it and its wholly owned subsidiary Gogo Intermediate Holdings LLC entered into a third amendment to their 2021 credit agreement, converting a portion of existing term loans into new 2026 Extended Term Loans maturing October 31, 2030.

Key Highlights

  • Two-tranche structure: As of the closing date, the 2021 Term Loan Facility consists of Initial Term Loans totaling $33.4 million maturing April 30, 2028, and 2026 Extended Term Loans totaling $544.4 million maturing October 31, 2030.
  • Mandatory prepayments: Gogo Intermediate Holdings LLC is required to prepay $25.0 million of the 2026 Extended Term Loans on the closing date, $30.0 million on or prior to December 31, 2026, and $20.0 million on or prior to December 31, 2027, subject to reduction for voluntary prepayments and repurchases.
  • Interest rate terms: The 2026 Extended Term Loans bear interest at either term SOFR (floor of 0.00%) plus 5.75%, or an alternate base rate plus 4.75%, at GIH's option.
  • Amortization schedule: Quarterly installments begin March 31, 2027, at 0.75% of initial aggregate principal, stepping up to 1.125% after March 31, 2028, and 1.25% after March 31, 2029, with the remaining balance due at maturity.
  • Excess cash flow sweep: 50% of annual excess cash flow above $10 million is subject to mandatory prepayment, reducible to 25% or 0% if specified senior secured first lien net leverage ratio targets are met.
  • New lender protections: The amendment introduces restrictions on priming, subordination, and non-pro-rata treatment of the 2026 Extended Term Loans, and requires supermajority lender consent for certain approvals or waivers.

Gogo's Third Credit Agreement Amendment: Key Terms and Structure

According to the filing, Gogo Inc. (NASDAQ:GOGO) and Gogo Intermediate Holdings LLC ("GIH"), a wholly owned subsidiary, entered into the third amendment (the "Amendment") to their credit agreement originally dated April 30, 2021, with Morgan Stanley Senior Funding, Inc. serving as administrative agent. The Amendment became effective on November 6, 2026 (the "Closing Date"). Its primary purpose, as the company disclosed, was to extend the maturity of term loans held by consenting lenders by converting those loans into a new class called the 2026 Extended Term Loans, which mature on October 31, 2030. Holders of the remaining Initial Term Loans, totaling $33.4 million, retain a window after the Closing Date to convert into the 2026 Extended Term Loan tranche, with any such conversion made effective as of the Closing Date.

The filing states that the 2026 Extended Term Loans amortize in quarterly installments commencing March 31, 2027, at rates that increase over time: 0.75% of initial aggregate principal through March 31, 2028; 1.125% through March 31, 2029; and 1.25% thereafter, all subject to reduction for applicable prepayments. In addition to the scheduled mandatory prepayments of $25.0 million, $30.0 million, and $20.0 million at specified dates, the Amendment requires mandatory prepayments equal to 100% of net proceeds from certain asset sales or debt incurrences, and 50% of annual excess cash flow above $10 million, with the percentage reducible based on leverage ratio targets. These additional prepayments apply solely to the 2026 Extended Term Loans, according to the filing.

The Amendment also expands guarantor and collateral requirements, the company disclosed. Certain foreign subsidiaries are required to join as guarantors if their assets, revenues, or Consolidated EBITDA exceed applicable individual materiality thresholds, or if aggregate thresholds are exceeded. The Amendment further provides for additional collateral to be granted on a pari passu basis to secure obligations under a separate credit agreement with HPS Investment Partners, LLC, subject to an intercreditor agreement. The company noted it issued a press release on November 6, 2026, announcing the closing, and that lender discussion materials, including a summary of offered amendment terms, were attached as exhibits to the filing.

What Was Disclosed

Gogo Inc. disclosed the terms of a third amendment to its 2021 credit agreement, converting the majority of its term loans into $544.4 million of 2026 Extended Term Loans maturing October 31, 2030, with new interest rates, amortization schedules, mandatory prepayment obligations, and expanded guarantor and collateral requirements.