GCI Liberty, Inc. Announces Proposed Private Offering of Exchangeable Senior Debentures
13 June 2018 - 6:06AM
Business Wire
GCI Liberty, Inc. (“GCI Liberty”) (Nasdaq: GLIBA, GLIBP)
announced today that it intends to issue senior debentures
exchangeable for Charter Communications, Inc. (“Charter”) Class A
common stock in a private offering. The debentures will be
exchangeable at the option of holders during specified periods.
Upon an exchange of debentures, GCI Liberty, at its option, may
deliver Charter Class A common stock, cash or a combination of
Charter Class A common stock and cash. 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 offering of the debentures will not be 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 will be 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.
Forward-Looking Statements
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 intended launch of a
private 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
Tree.
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