GCI, Inc. (NYSE:GCI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On April 26, 2017, General Communication, Inc. (GCI) announced
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.
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 to which,
through a series of transactions (the Reorganization
Transactions), Liberty Interactive would acquire GCI, combine GCI
with Liberty Interactives Liberty Ventures tracking stock group
(Liberty Ventures) and effect a split-off of Liberty Interactives
interest in the combined company, to be called GCI Liberty.
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, combine GCI
with Liberty Interactives Liberty Ventures tracking stock group
(Liberty Ventures) and effect a split-off of Liberty Interactives
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 Issuers
subsidiaries that are currently designated as Restricted
Subsidiaries.
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 Issuers
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.
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 were effected by supplemental indentures
to the Indentures that were executed on April 28, 2017. A copy of
the supplemental indenture for the 6.75% Senior Notes is filed as
Exhibit 4.1 hereto and is incorporated herein by reference. A
copy of the supplemental indenture for the 6.875% Senior Notes is
filed as Exhibit 4.2 hereto and is incorporated herein by
reference.
to the Indentures that were executed on April 28, 2017. A copy of
the supplemental indenture for the 6.75% Senior Notes is filed as
Exhibit 4.1 hereto and is incorporated herein by reference. A
copy of the supplemental indenture for the 6.875% Senior Notes is
filed as Exhibit 4.2 hereto and is incorporated herein by
reference.
Item 8.01. Other Events
On April 26, 2017, GCI issued a press release announcing that the
Issuer completed the Consent Solicitation. A copy of the press
release is filed as Exhibit 99.1 hereto and is incorporated by
reference herein.
Issuer completed the Consent Solicitation. A copy of the press
release is filed as Exhibit 99.1 hereto and is incorporated by
reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Index
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Exhibit No.
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Description
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4.1
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Supplemental Indenture, dated as of April 28, 2017,
between GCI, Inc. and MUFG Union Bank, N.A., as Trustee (6.75% Senior Notes) (incorporated by reference to Exhibit 4.1 to Form 8-K filed by General Communication, Inc. on May 2, 2017) |
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4.2
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Supplemental Indenture, dated as of April 28, 2017,
between GCI, Inc. and MUFG Union Bank, N.A., as Trustee (6.875% Senior Notes) (incorporated by reference to Exhibit 4.2 to Form 8-K filed by General Communication, Inc. on May 2, 2017) |
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99.1
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Press Release issued by General Communication, Inc. on
April 26, 2017 (incorporated by reference to Exhibit 99.1 to Form 8-K filed by General Communication, Inc. on May 2, 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
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, 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.
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, 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 759,934 shares trading hands.