GCI, Inc. Announces Successful Completion of Consent Solicitation Related to Senior Notes
April 26 2017 - 6:45PM
GCI, Inc. Announces Successful
Completion of Consent Solicitation Related to Senior Notes
ANCHORAGE, AK (April 26,
2017) - General Communication, Inc. ("GCI") announced today
that its wholly owned subsidiary, GCI, Inc. (the "Issuer"), has
completed the previously announced solicitation of consents (the
"Consent Solicitation") from the holders of its outstanding
6.75% Senior Notes due 2021 ("6.75% Senior Notes") and 6.875%
Senior Notes due 2025 ("6.875% Senior Notes" and together with the
6.75% Senior Notes, the "Notes") to effect certain amendments to
the indentures governing the Notes (the "Indentures"), as described
below, upon the terms and subject to the conditions set forth in
the Consent Solicitation Statement, dated April 12, 2017 (the
"Statement"), and the related Letter of Consent.
As announced on April 4, 2017, GCI, Liberty
Interactive Corporation ("Liberty Interactive") and Liberty
Interactive LLC, a wholly owned subsidiary of Liberty Interactive,
have entered into an Agreement and Plan of Reorganization Agreement
pursuant to which, through a series of transactions (the
"Reorganization Transactions"), Liberty Interactive would acquire
GCI, combine GCI with Liberty Interactive's Liberty Ventures
tracking stock group ("Liberty Ventures") and effect a split-off of
Liberty Interactive's interest in the combined company, to be
called GCI Liberty.
The primary purpose of the Consent Solicitation is
to amend the Indentures to do the following (the "Proposed
Amendments"): (i) permit the Issuer to be a Delaware limited
liability company rather than a corporation as currently required
under the Indentures, which would be effected through the merger of
the Issuer with and into a new wholly owned limited liability
company subsidiary of GCI, (ii) result in the Reorganization
Transactions not constituting a "Change of Control" requiring the
Issuer to make an offer to repurchase the Notes at 101% of
principal amount plus accrued and unpaid interest, and (iii)
provide less restrictive covenants than those set forth in the
Indentures with respect to certain actions the Issuer and certain
of its subsidiaries holding the Liberty Ventures businesses, assets
and liabilities contributed by Liberty Interactive to GCI as part
of the Reorganization Transactions. The existing covenants in
the Indentures would continue to apply to all of the Issuer's
subsidiaries that are currently designated as "Restricted
Subsidiaries."
As of the expiration date of the Consent
Solicitation at 5:00 p.m., New York City time, on Monday, April 24,
2017 (the "Expiration Date"), the Issuer received consents from
holders of: (a) $312,418,000 in aggregate principal amount of the
6.75% Senior Notes, representing 96.13% of the total principal
amount outstanding of the 6.75% Senior Notes, and (b) $443,538,000
in aggregate principal amount of the 6.875% Senior Notes,
representing 98.56% of the total principal amount outstanding of
the 6.875% Senior Notes. The consent of holders of at least a
majority in aggregate principal amount of a series of Notes then
outstanding was required to approve the Proposed Amendment with
respect to that series of Notes. On April 26, 2017, the
Issuer paid to the tabulation agent for the benefit of registered
holders of Notes ("Noteholders") as of the record date for the
Consent Solicitation that validly delivered (and did not validly
revoke) a properly completed letter of consent (a "Consent")
on or prior to the Expiration Date (x) with respect to the Proposed
Amendment relating to the 6.75% Senior Notes, an aggregate consent
fee of $812,500 payable to the holders of 6.75% Senior Notes, on a
pro rata basis, who validly delivered (and did not validly revoke)
a properly completed Consent and (y) with respect to the Proposed
Amendment relating to the 6.875% Senior Notes, an aggregate consent
fee of $1,125,000 payable to the holders of 6.875% Senior Notes, on
a pro rata basis, who validly delivered (and did not validly
revoke) a properly completed Consent. The Proposed
Amendments will be effected by supplemental indentures to the
Indentures.
J.P. Morgan Securities LLC was solicitation agent
for the Consent Solicitation and Ipreo LLC was information agent
and tabulation and paying agent for the Consent
Solicitation.
THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES
ONLY AND DOES NOT CONSTITUTE EITHER AN OFFER TO SELL NOR A
SOLICITATION OF CONSENTS OR AN OFFER TO BUY OR SELL ANY SECURITY IN
ANY JURISDICTION.
Media contact
Heather Handyside, GCI
907-301-3481, hhandyside@gci.com
Forward-Looking Statement
Disclosure
This press release includes certain forward-looking statements,
including statements about the proposed acquisition of GCI by
Liberty Interactive and the proposed split-off of Liberty
Interactive's interest in GCI Liberty (the "proposed split-off" and
together with the proposed acquisition of GCI, the "proposed
transactions") and other matters that are not historical facts.
These forward-looking statements involve many risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by such statements, including,
without limitation, the satisfaction of conditions to the proposed
transactions and the Consent Solicitation. These forward-looking
statements speak only as of the date of this press release, and GCI
expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statement contained
herein to reflect any change in GCI's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based. Please refer to the publicly
filed documents of GCI, including the most recent Form 10-K, for
additional information about GCI and about the risks and
uncertainties related to the business of GCI which may affect the
statements made in this press release.
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This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: General Communication Inc via Globenewswire
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