SecProbe.io

January 19, 2012
 Via E-mail

Marguerite M. Elias Senior Vice President and General Counsel Gogo Inc.
1250 N. Arlington Heights Road, Suite 500
Itasca, IL 60143
Re: Gogo Inc.
Registration Statement on Form S-1 Filed December 23, 2011
  File No. 333-178727

Dear Ms. Elias:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. We note numerous blank spaces throughout the prospectus. Please be advised that you
should include the price, dilution, capitaliza tion, underwriting, information regarding the
selling shareholders and all ot her required information in an amendment to your Form S-
1 prior to any distribution of  preliminary prospectuses so  that we may complete our
review.  Note that we may have additi onal comments once you have provided this
disclosure. Therefore, please allow us suffici ent time to review your complete disclosure
prior to any distribution of  preliminary prospectuses.

2. As soon as practicable, please furnish us with  a statement as to whether the amount of
compensation to be allowed or paid to the underwriters has been cleared with FINRA.
Prior to the effectiveness of this registration statement, pl ease provide us with a copy of
the letter or a call from FINRA informing us  that FINRA has no a dditional concerns.

Marguerite M. Elias  Gogo Inc. January 19, 2012 Page 2

 3. We encourage you to file all exhibits with your  next amendment.  We must review these
documents before the registration statement is declared effective, and we may have
additional comments.

4. Please provide us with copies of additiona l artwork, if any, you intend to include on the
inside front and/or inside b ack cover pages of the prospect us. In addition, please ensure
that your artwork, such as the graphic on pa ge 96, is readable.  Since we may have
comments that could result in material revi sions to your artwork, we suggest that you
provide us with enough time to finish comme nting on your artwork pr ior to circulating
preliminary prospectuses. See Item VII of the March 31, 2001 quarterly update to the
Division of Corporation Finan ce’s “Current Issues and Ru lemaking Projects Outline.”

5. We note references throughout your prospectus to “flexibl e technology” (on pages 6 and
88), your intention to “retain technological network flexibility ” (on page 87) as well as
statements that your network and systems ar chitecture is “technology-neutral” (on page
96).  Please expand your disclosure to further explain these terms.

6. Please provide objective support for statements  regarding the company or the company’s
role in the marketplace.  For example, provide support for the following:
 Your statement that you deliver “ground-br eaking” in-flight in ternet connectivity
(page 1);
 Your statement that you are the only pr ovider of ATG broadband connectivity in
the business aviation market and the largest re seller of Iridium satellite services to
the business aviation market (page 2);
 Your assertion that your systems are the lowest weight among competitive
offerings (page 4);
 Your belief that you have the most “cost e fficient and scalable network” (page 4);
 Your belief that you are the only provid er of in-flight broadband internet
connectivity that can cost effectively e quip an airline’s entire North American
fleet (pages 5 and 85);
 Your statement that North America re presents approximately 75% of the
worldwide in-flight internet connectivity  market and that Gogo equipped planes
represented approximately 85% of North Am erican aircraft that provide internet
connectivity to their  passengers (page 85);
 Your reference to “award-winning” customer service (page 88); and
 Your statement that Aircell has been r ecognized by the industry as a “provider of
reliable and efficient equipment and services (page 99).

There are only examples of the types of  statements for which you should provide
objective support.

Marguerite M. Elias  Gogo Inc. January 19, 2012 Page 3

7. Provide us with copies of any industry analysis that you cite or upon which you rely,
including, but not limited to, market research  data and surveys prepared by Egencia,
International Air Transport Association and Forrester Research.  Please highlight the
specific portions that you are relying upon so that we can reference them easily.  Please
provide additional information about th e Gogo-commissioned survey, including who
conducted it as well as the size and scope of th e survey.  In addition, please file a consent
from the relevant party for any analysis that  was prepared specifi cally for this filing.
 Prospectus Summary, page 1

8. We note your statement on page 1 (and thr oughout your prospectus ) that you are the
“world’s leading provider of in-flight conn ectivity and a pioneer in wireless in-cabin
digital entertainment solutions.”  Please e xpand your disclosure to provide the basis for
your statement and clarify the measure by which you have determined your competitive position.  See Item 101(c)(1)(x) of Regulation S-K.
 The Gogo Advantage, page 3

9. Please strive to eliminate repetitive disclosure  in your prospectus summary.  As just one
example, your disclosure regarding your ma rket position on pages 1 and 2 is also
included on page 4.  When eliminating unnecessary repetition, please balance and shorten your summary disclosure, particularly in th e subsections “We are enabling the Connected
Lifestyle In-Cabin,” “The Gogo Advantag e” and “Growth Strategy.”  For example,
please balance the disclosure in these sections by providing the following context:
 Disclose your operating losse s for the periods presented as well as your expectation
that you will continue to ge nerate net losses in future periods (as disclosed on page
29);
 Address the risk that you will experience significant capacity constraints beginning in
the second half of 2013 (or sooner), unle ss your airline partners adopt and you
successfully install your AT G-4 service on the expected timeline (as discussed on
page 15);
 Address the risks associated with American Airlines’ pending bankruptcy
proceedings;
 Address the risk that you exp ect to rely more heavily on satellite technology in future
periods, which will diminish the benefit of the technological advantage your ATG
network currently provides you (a s discussed on page 17); and
 Clarify that you will not be able to expand in ternationally until th e launch of the first
Inmarsat-5 satellite, which is curren tly scheduled for mid-2013, assuming you enter
into a definitive agreement with Inmarsat .  Your disclosure should address whether
competitors may be able to offer these services sooner.

Marguerite M. Elias  Gogo Inc. January 19, 2012 Page 4

 10. To provide context, please disclose the porti on of your revenue in recent fiscal periods
attributable to each segment.

11. You disclose on page 1 that you have “provi ded more than 15 million Gogo sessions to
more than 4.4 million registered unique users. ”  Please explain what a session is so that
readers can understand how this relates to your  generation of revenue s.  Also explain
what a registered user is and whether a pe rson could have more than one registration.

12. On page 2, you disclose historical informa tion about your “gross passenger opportunity.”
Please explain how you calculate “gross passeng er opportunity.”  Explain how you arrive
at your estimate of the aggregate number of  passengers who board commercial aircraft on
which Gogo service has been made available,  per your definition on page 13.  In this
regard, clarify whether your estimate is ba sed upon the actual cap acity of the flights
equipped with your technology, the maximum pote ntial capacity of the flights or some
other measure.

13. Please balance the disclosure of  your consolidated revenues on page 2 with disclosure of
your net income (loss) for the same periods.

14. We note your disclosure of “consolidated Ad justed EBITDA” on page 2.  Briefly explain
why you are presenting this non-GAAP measure and why you use this measure.
 Organizational Structur e and History, page 6

15. Please remove the information under the subsections “Ripplewood Holdings L.L.C.” and
“Oakleigh Thorne” as this information does not appear to be a key aspect of the offering.
Furthermore, it is not clear what bearing these shareholders’ investments in other
companies have to the company and its offering.
 Risk Factors

 “We are dependent on existing agreements with our  airline partners to be able to access our
customers…,” page 14

16. Quantify the portion of your consolidated reve nue attributable to c ontracts with airline
partners who have the right to terminate th eir contracts if:  (i) you breach your service
level agreements; (ii) another company provi des an alternate commercially-available
connectivity service that is a material improvement over Gogo Connectivity; (iii) you
experience installation delays; or (iv) eith er the percentage of passengers using your
service or the airlines’ reve nue share fall below certain th resholds.  Address whether
Panasonic Avionics offerings could be c onsidered a “material improvement” over your
Gogo Connectivity.

Marguerite M. Elias  Gogo Inc. January 19, 2012 Page 5

 “Our network infrastructure and bandwidth ma y not be able to accommodate the expected
growth…,” page 15

17. Address the anticipated time and cost (t o both you and your customers) involved in
installing your ATG-4 Service on the aircraft of existing customers.  We note that you
will experience significant capacity constrai nts beginning in the second half of 2013 (or
sooner) if these installations are not comple ted on your anticipated schedule.  Address
whether you anticipate that American Airlines will upgrade to this service in light of its pending bankruptcy proceedings.
 “Competition from a number of companies could result in price reduction…,” page 17

18. Expand the caption of this risk factor or create a new risk factor to specifically address
the risk that you expect to rely more heav ily on satellite technology, which will diminish
the benefit of the technological advantag e you believe your ATG network provides to
you.
 “Our CA business has a limite d operating history,” page 17

19. Please further explain the basis for your be lief that your limited operating history may
make it difficult to evaluate your CA busin ess.  We note that your Gogo Connectivity
service has been in use for more than three years.
 “We generally do not have guaranteed futu re sales of our equipment…,” page 21

20. To provide context, address any historical difficulties you have had anticipating future
volume of orders or cancellations, reductions or  delays by customers.  Also disclose any
historical experience you have  had with cost overruns.
 “If we fail to meet agre ed upon minimums…,” page 24

21. Please quantify the portion of your supply c ontracts that contai n specified minimum
purchase requirements and address any histor ical experiences in which you have been
unable to meet these requirements.
 “Our use of open source software could limit our ability to commercialize  our technology,” page
25

22. Please define “open source software.”

Marguerite M. Elias  Gogo Inc. January 19, 2012 Page 6

 “We have incurred operating losses in every quarter since we launche d the Gogo service…,”
page 29

23. We note your expectation that your costs will  increase in future periods and that you
expect to continue to expend “substantia l financial and othe r resources” on your
technology roadmap, international expansion an d general administrative costs.  Please
quantify such expenses.
 “Our possession and use of personal inform ation and the use of credit cards by our
customers…,” page 31

24. Expand this risk factor to specifically address your obliga tions under the FCC’s Customer
Proprietary Network Information rules, th e FTC Act and the st ate data security
obligations discussed on page 102 of your pros pectus.  In addition, identify any historic
experience you have with breached security of your networks.
 Use of Proceeds, page 42

25. Please provide more specific and quantified di sclosure regarding your intended use of the
offering proceeds.  In this regard, we note th at you historically have had net losses and
that you have specific plans for growth a nd technology enhancements that you discuss
throughout the prospectus.
 Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
49

26. Please enhance the overview of your management’s  discussion and analysis to discuss the
likely impact of known trends, demands, commit ments, events or uncertainties that are
reasonably likely to have material effect s on your financial condition or results of
operations.  For example, your disclosure  should address the cost of developing
additional cell sites in each of the next seve ral years (as discussed on page 96), as well as
the costs of implementing your Technology Road map (as discussed on page 97) and your
international expansion (page 29).
 Revenue, page 51

 Commercial Aviation, page 52

27. Quantify the portion of the service revenue for the CA segment that is derived from (i)
purchases of individual sessions or packages, (ii) fees paid by third parties who sponsor
free or discounted access to Gogo Connectivit y, (iii) Gogo Signature Services and (iv)
fees paid by passengers for access to Gogo Visi on.  Discuss any trends in the sources of
your revenues.

Marguerite M. Elias  Gogo Inc. January 19, 2012 Page 7

 28. Disclose the share of revenue  from your customers’ connectivity payments that you
typically remit to the airlines.
 Cost of Service Revenue, page 52

29. Expand your disclosure to addr ess the impact the expected increases in revenue share
percentages earned by your air line partners will have on your  results of operations in
future periods.

30. Explain why you believe the share of your connectivity agreements under which your
airline partners make upfront payments fo r your ATG equipment will increase in future
periods.
 General and Administrative Expenses, page 54

31. Please quantify the additional general and admi nistrative expenses you expect to incur as
a result of being a public company.
 Critical Accounting Estimates, page 54

Indefinite-Lived Asset, page 55

32. We refer to your disclosures on page 55 where you describe the critical accounting
estimates associated with your indefinite-liv ed intangible asset, FCC license.  You state
that you believe the Relief from Royalty me thod is the most appropriate method for
analyzing the fair va lue of your FCC license .  This valuation method is based on the
premise that the only value that a purchaser of  the assets receives is the exemption from
paying a royalty for its use.  It is unclear to us why you believe that this model is the most
appropriate for determining the fair value of your FCC license.  Please tell us what
analysis you performed to assess the reasonableness of your conclusions and how you
considered other income approaches, such as  the Greenfield approach.  If you did analyze
your conclusions using other me thodologies, please tell us if the fair value determined
under the Relief from Royalty method would be materially different from the fair value
determined under the Greenfield or other met hodologies.  In addition, please revise to
describe qualitatively and quant itativ