GCI, Inc. (NYSE:GCI) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation Under an Off-Balance Sheet Arrangement.
On May 3, 2017, GCI, Inc. (the Parent), a wholly owned subsidiary
of General Communication, Inc. (GCI), and GCI Holdings, Inc. (the
Borrower), a wholly owned subsidiary of the Parent, entered into
a Fifth Amendment (the Amendment) to the Fourth Amended and
Restated Credit and Guarantee Agreement dated as of February 2,
2015 among the Borrower, the Parent, the subsidiary guarantors
party thereto, the lenders party thereto, Credit Agricole
Corporate and Investment Bank, as administrative agent, MUFG
Union Bank, N.A. and SunTrust Bank, as co-syndication agents, and
Bank of America, N.A., as documentation agent (the Credit
Agreement).
of General Communication, Inc. (GCI), and GCI Holdings, Inc. (the
Borrower), a wholly owned subsidiary of the Parent, entered into
a Fifth Amendment (the Amendment) to the Fourth Amended and
Restated Credit and Guarantee Agreement dated as of February 2,
2015 among the Borrower, the Parent, the subsidiary guarantors
party thereto, the lenders party thereto, Credit Agricole
Corporate and Investment Bank, as administrative agent, MUFG
Union Bank, N.A. and SunTrust Bank, as co-syndication agents, and
Bank of America, N.A., as documentation agent (the Credit
Agreement).
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 to which,
through a series of transactions (the Reorganization
Transactions), Liberty Interactive would acquire GCI through a
reorganization in which certain assets and liabilities of Liberty
Interactives Liberty Ventures tracking stock group (Liberty
Ventures) would be contributed to GCI in exchange for a
controlling interest in GCI and then a split-off of Liberty
Interactives interest in the combined company, to be called GCI
Liberty, would be effected.
Corporation (Liberty Interactive) and Liberty Interactive LLC, a
wholly owned subsidiary of Liberty Interactive, have entered into
an Agreement and Plan of Reorganization Agreement to which,
through a series of transactions (the Reorganization
Transactions), Liberty Interactive would acquire GCI through a
reorganization in which certain assets and liabilities of Liberty
Interactives Liberty Ventures tracking stock group (Liberty
Ventures) would be contributed to GCI in exchange for a
controlling interest in GCI and then a split-off of Liberty
Interactives interest in the combined company, to be called GCI
Liberty, would be effected.
The primary purpose of the Amendment was to amend the Credit
Agreement to do the following: (i) permit the Borrower to assign
to the Parent its rights and obligations with respect to the
Credit Agreement, with the Parent becoming the new borrower, (ii)
result in the Reorganization Transactions not constituting a
Change in Control, and (iii) provide less restrictive covenants
than those set forth in the Credit Agreement with respect to
certain actions of the Parent 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.
Agreement to do the following: (i) permit the Borrower to assign
to the Parent its rights and obligations with respect to the
Credit Agreement, with the Parent becoming the new borrower, (ii)
result in the Reorganization Transactions not constituting a
Change in Control, and (iii) provide less restrictive covenants
than those set forth in the Credit Agreement with respect to
certain actions of the Parent 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 foregoing description of the amended Credit Agreement is
qualified by reference in its entirety to the copy of the
Amendment, which is filed with this Current Report on Form 8-K as
Exhibit 4.1, and is incorporated in this Item 2.03 by reference.
qualified by reference in its entirety to the copy of the
Amendment, which is filed with this Current Report on Form 8-K as
Exhibit 4.1, and is incorporated in this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit Index
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Exhibit No.
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Description
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4.1
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Fifth Amendment to the Fourth Amended and Restated
Credit Agreement dated as of May 3, 2017 (incorporated by reference to Exhibit 4.1 to Form 8-K filed by General Communication, Inc. on May 9, 2017) |
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Forward-Looking Statements
This Current Report on Form 8-K includes certain forward-looking
statements, including statements about the proposed acquisition
of GCI by Liberty Interactive and the proposed split-off of
Liberty Interactives 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. These forward-looking statements speak
only as of the date of this Current Report on Form 8-K, 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 GCIs 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
Annual Report on Form 10-K and Quarterly Report on Form 10-Q, 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 Current Report on Form 8-K.
statements, including statements about the proposed acquisition
of GCI by Liberty Interactive and the proposed split-off of
Liberty Interactives 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. These forward-looking statements speak
only as of the date of this Current Report on Form 8-K, 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 GCIs 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
Annual Report on Form 10-K and Quarterly Report on Form 10-Q, 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 Current Report on Form 8-K.
GCI, Inc. (NYSE:GCI) Recent Trading Information
GCI, Inc. (NYSE:GCI) closed its last trading session at with 647,508 shares trading hands.