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February 17, 2004
John Lowber, (907) 868-5628; jlowber@gci.com
Bruce Broquet, (907) 868-6660; bbroquet@gci.com
FOR IMMEDIATE RELEASE
GCI. INC ANNOUNCES CLOSING OF 7.25 PERCENT SENIOR NOTES DUE
2014, AMENDMENT TO INDENTURE FOR ITS 9.75 PERCENT SENIOR NOTES DUE
2007 AND CALL FOR REDEMPTION OF REMAINING 9.75 PERCENT SENIOR NOTES
DUE 2007
ANCHORAGE, AK -- General Communication, Inc.
(NASDAQ: GNCMA) announced today the closing of the private offering
of $250 million principal amount of 7.25 percent Senior Notes due
February 15, 2014 by GCI, Inc., its wholly owned subsidiary. The
net proceeds of the offering will be used to repay GCI, Inc.'s
existing $180 million 9.75 percent Senior Notes due August 1, 2007
and to repay senior bank debt. The private offering increased to
$250 million in principal amount from the previously announced $230
million.
The notes were offered only to qualified institutional buyers
and non-U.S. persons, pursuant to Rule 144A and Regulation S,
respectively, of the Securities Act of 1933, as amended. The notes
are senior unsecured and unsubordinated obligations of GCI, Inc.,
and will pay interest semi-annually.
In connection with this private offering, the notes have not
been registered under the Securities Act and, unless so registered,
may not be offered or sold 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.
These semi-annual interruptions, called sun outages or transits,
affect all satellite-based communications and occur when the sun is
located directly behind the satellite and in-line with the antenna
on the ground. At that point, the noise energy from the sun is
often greater than the communication signal level and may result in
loss of signal. Exact times and duration of the sun outage is
dependent upon many factors, including antenna size and
location.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the notes.
The company also announced today that, in connection with the
previously announced cash tender offer and consent solicitation by
GCI, Inc. (the "Offer") for any and all of its $180 million
outstanding principal amount of 9.75 percent Senior Notes due 2007,
GCI, Inc. has accepted for payment $114,591,500 principal amount of
notes validly tendered on or prior to 5:00 p.m. New York City time
on February 13, 2004. Such notes accepted for payment will receive
total consideration of $1,035.00 per $1,000 principal amount,
consisting of the purchase price of $1,025.00 per $1,000 principal
amount, the consent payment of $10.00 per $1,000 principal amount,
plus accrued and on unpaid interest up to, but not including,
February 17, 2004. The Offer remains open until March 2, 2004;
however, the consent payment of $10.00 per $1,000 principal amount
has expired. Therefore, any holders who tender notes pursuant to
the Offer would now receive less consideration than if they were to
instead surrender such notes pursuant to the redemption described
below.
Certain proposed amendments to the indenture governing the 9.75
percent Senior Notes due 2007 became operative today. The proposed
amendments eliminate substantially all of the restrictive covenants
and make other revisions to the indenture. Adoption of the proposed
amendments required the consent of holders of at least a majority
of the principal amount of the outstanding notes, which was
obtained in connection with the Offer.
The company also announced today that GCI, Inc. issued a notice
of redemption to all the holders of its 9.75 percent Senior Notes
due 2007. The notice calls for redemption of the remaining
$65,408,500 principal amount of such notes on March 18, 2004 at a
redemption price of $1,032.50 per $1,000 principal amount, plus
accrued and unpaid interest up to, but not including, March 18,
2004.
GCI is the largest Alaska-based and operated integrated
communications provider. A pioneer in bundled services, GCI
provides local, wireless, and long distance telephone, cable
television, Internet and data communication services. More
information about the company can be found at www.gci.com.
The foregoing contains forward-looking statements regarding the
company's expected results that are based on management's
expectations as well as on a number of assumptions concerning
future events. Actual results might differ materially from those
projected in the forward-looking statements due to uncertainties
and other factors, many of which are outside GCI's control.
Additional information concerning factors that could cause actual
results to differ materially from those in the forward looking
statements is contained in GCI's cautionary statement sections of
Forms 10-K and 10-Q filed with the Securities and Exchange
Commission.
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