SEC Comment Letter for Gogo (GOGO) — Nov 16, 2012
Gogo Inc.
Date: Nov. 16, 2012 · CIK: 0001537054 · Accession: 0000000000-12-062709
AI Filing Summary & Sentiment
Reasoning
Letter
November 16, 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. Amendment No. 6 to Registration Statement on Form S -1 Filed November 8, 2012 File No. 333 -178727
Dear Ms. Elias:
We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide 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 registration statement and the information you provide in response to these comments, we may have additional comments.
General
1. Pleas e supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf , present to potential investors in reliance on Section 5(d) of the Securities Act , whether or not they retain copies of the communications. Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 10 5(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering.
Marguerite M. Elias Gogo Inc. November 16, 2012 Page 2
You may contact Christine Adams, Staff Accountant at (202) 551 -3363 or Terry French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments on the financial statements and related matters. Please contact Jessica Plowgian, Attorney -Adviser at (202) 551 -3367 or Kathleen Krebs, Special Counsel at (202) 551 -3350 with any other questions.
Sincerely,
/s/ Kathleen Krebs, for
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November 16, 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. Amendment No. 6 to Registration Statement on Form S -1 Filed November 8, 2012 File No. 333 -178727 Dear Ms. Elias: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide 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 registration statement and the information you provide in response to these comments, we may have additional comments. General 1. Pleas e supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf , present to potential investors in reliance on Section 5(d) of the Securities Act , whether or not they retain copies of the communications. Similarly, please supplementally provide us with any research reports about you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act of 1933 added by Section 10 5(a) of the Jumpstart Our Business Startups Act by any broker or dealer that is participating or will participate in your offering. Marguerite M. Elias Gogo Inc. November 16, 2012 Page 2 You may contact Christine Adams, Staff Accountant at (202) 551 -3363 or Terry French, Accountant Branch Chief, at (202) 551 -3828 if you have questions regarding comments on the financial statements and related matters. Please contact Jessica Plowgian, Attorney -Adviser at (202) 551 -3367 or Kathleen Krebs, Special Counsel at (202) 551 -3350 with any other questions. Sincerely, /s/ Kathleen Krebs, for Larry Spirgel Assistant Director cc: Via E -mail Matthew E. Kaplan, Esq. Debevoise & Plimpton LLP