ENGLEWOOD, Colo.--(BUSINESS WIRE)--Jun. 13, 2018--
GCI Liberty, Inc. (“GCI Liberty”) (Nasdaq: GLIBA, GLIBP) announced today
that it has priced and agreed to sell to initial purchasers in a private
offering $415 million aggregate original principal amount of its 1.75%
exchangeable senior debentures due 2046 (the “debentures”). GCI Liberty
has also granted to the initial purchasers an option to purchase
additional debentures in an aggregate amount of up to $62.25 million.
Upon an exchange of debentures, GCI Liberty, at its option, may deliver
Charter Communications, Inc. (“Charter”) Class A common stock, cash or a
combination of Charter Class A common stock and cash. Initially, 2.6989
shares of Charter Class A common stock are attributable to each $1,000
principal amount of debentures, representing an initial exchange price
of approximately $370.52 for each share of Charter Class A common stock.
A total of 1,120,044 shares of Charter Class A common stock are
attributable to the debentures (assuming the initial purchasers do not
exercise their option to purchase additional debentures). Interest will
be payable quarterly on March 31, June 30, September 30 and December 31
of each year, commencing September 30, 2018. The debentures may be
redeemed by GCI Liberty, in whole or in part, on or after October 5,
2023. Holders of debentures also have the right to require GCI Liberty
to purchase their debentures on October 5, 2023. The redemption and
purchase price will generally equal 100% of the adjusted principal
amount of the debentures plus accrued and unpaid interest.
The offering is expected to close on June 18, 2018, subject to the
satisfaction of customary closing conditions.
GCI Liberty expects to use the net proceeds of the offering (1) to make
indemnification payments to Liberty Interactive LLC (“LI LLC”), a
direct, wholly-owned subsidiary of Qurate Retail, Inc. (“Qurate
Retail”), pursuant to GCI Liberty’s indemnification agreement with LI
LLC and Qurate Retail, in connection with any of LI LLC’s 1.75%
Exchangeable Debentures due 2046 that may be repurchased by LI LLC in
privately negotiated transactions, by tender offer or in other purchase
transactions and (2) for general corporate purposes, which may include
repayment of GCI Liberty’s outstanding indebtedness.
The debentures have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), or any state securities laws
and, unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable state securities laws. The debentures are being offered by
means of an offering memorandum solely to “Qualified Institutional
Buyers” pursuant to, and as that term is defined in, Rule 144A of the
Securities Act. This press release does not constitute an offer to sell
or the solicitation of an offer to buy the debentures nor shall there be
any sale of debentures in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of such state.
This press release includes certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995,
including statements relating to the offering of debentures and the use
of proceeds therefrom. 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, general market conditions. These
forward-looking statements speak only as of the date of this press
release, and GCI Liberty 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
Liberty’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 Liberty, including its most
recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, for
risks and uncertainties related to GCI Liberty which may affect the
statements made in this press release.
About GCI Liberty, Inc.
GCI Liberty, Inc. (Nasdaq: GLIBA, GLIBP) operates and owns interests in
a broad range of communications businesses. GCI Liberty’s principal
assets consist of its subsidiary GCI Holdings, LLC (“GCI”) and interests
in Charter Communications and Liberty Broadband Corporation. GCI is
Alaska’s largest communications provider, providing data, wireless,
video, voice and managed services to consumer and business customers
throughout Alaska and nationwide. GCI has delivered services for nearly
40 years to some of the most remote communities and in some of the most
challenging conditions in North America. GCI Liberty’s other businesses
and assets consist of its subsidiary Evite and its interest in Lending
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Source: GCI Liberty, Inc.
GCI Liberty, Inc.
Courtnee Chun, 720-875-5420