Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - GCI, LLC | incform8k03242015exhibit99.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 24, 2015
GCI, Inc. | ||
(Exact name of registrant as specified in its charter) | ||
State of Alaska | 0-5890 | 91-1820757 | ||||
(State or other Jurisdiction of Incorporation or organization) | Commission File Number | (I.R.S Employer Identification No.) | ||||
2550 Denali Street | ||||
Suite 1000 | ||||
Anchorage, Alaska | 99503 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (907) 868-5600
NONE | ||
(Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 - Regulation FD Disclosure
On March 24, 2015, GCI, Inc. (the “Company”) commenced an offering of $450,000,000 aggregate principal amount of senior unsecured notes due 2025 (the “Notes”).
The Notes will be offered and sold to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
The Company intends to use the net proceeds from the Notes offering to fund the consideration for the purchase of the $425 million outstanding principal amount of the Company’s 8.625% Senior Notes due 2019 (the “Outstanding Senior Notes”) in the Tender Offer (discussed below) and/or to redeem any and all of the Outstanding Senior Notes that have not been accepted and paid for in the Tender Offer and to pay related expenses.
The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended or the Exchange Act.
Item 8.01 - Other Events
On March 24, 2015, General Communication, Inc., of which the Company is a wholly-owned subsidiary, announced the commencement of a cash tender offer by the Company (the “Tender Offer”) for any and all of the Outstanding Senior Notes (CUSIP/ISIN No. 36155W AF3/US36155W AF32). A copy of the press release announcing the Tender Offer, and which describes the Tender Offer in greater detail, is hereby incorporated by reference and attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) | Exhibits | ||||
Exhibit | |||||
Number | Description | ||||
99.1 | Press Release issued by General Communication, Inc. on March 24, 2015 | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GCI, Inc. | |||
(Registrant) | |||
Date: March 24, 2015 | |||
By | /s/ Peter J. Pounds | ||
Name: Peter J. Pounds | |||
Title: Chief Financial Officer, | |||
Secretary, Treasurer, | |||
and Director | |||
(Principal Financial Officer) | |||
Exhibit Index | ||||
Exhibit No. | Description | |||
99.1 | Press Release issued by General Communication, Inc. on March 24, 2015 | |||