Quarterly report pursuant to Section 13 or 15(d)

Subsequent Events

v3.5.0.2
Subsequent Events
9 Months Ended
Sep. 30, 2016
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events

On November 8, 2016, the Company entered into an investment agreement (the “Investment Agreement”) with Shareco Group of America, Inc. (“Shareco”), which is a subsidiary of HNA Group, and certain affiliates of Shareco, to sell approximately 9.9% of the Company’s common stock to Shareco (the “Initial Investment”).  Under the terms of the Investment Agreement, Shareco will pay to the Company $11.00 per share of the Company’s common stock. The Initial Investment is expected to close, subject to customary closing conditions (including receipt of regulatory approvals), in the first half of 2017.

The parties have also negotiated a term sheet that contemplates negotiation of definitive documentation for additional purchases of the Company’s common stock by Shareco and the formation of a joint venture to provide inflight connectivity and passenger monetization services to HNA Group-affiliated airlines. The parties expect to negotiate and finalize binding documentation contemplated by the term sheet over a period of several months.  If the parties enter into the joint venture agreement, Shareco would purchase up to $150 million of common stock from the Company at $11.00 per share.  Additionally, Shareco would conduct a tender offer to the Company’s stockholders to purchase shares of the Company common stock for $11.00 per share in order to increase its ownership stake in the Company to a maximum of 34.9%.  The transactions contemplated by the term sheet are subject to the parties reaching agreement upon definitive documentation, as well as regulatory review, approval by the Company’s stockholders and other customary closing conditions.