General Communication, Inc. (“GCI”) (NASDAQ:GNCMA) today announced that Searchlight Capital Partners (“Searchlight”) will be making a $75 million investment in General Communication, Inc. The form of the investment will be an unsecured note, with attached share appreciation rights. In conjunction with the investment, Eric Zinterhofer, co-founder and partner in Searchlight, will be invited to join the GCI board of directors.
The $75 million note will be unsecured and structurally subordinate to all GCI debt, will bear a 7.5 percent annual coupon, and will have an eight-year term. The note is callable after four years. Attached to the notes are stock appreciation rights (“SARs”), based on three million shares and with a strike price of $13.00 per share. These SARs are also callable after four years.
The investment has a number of usual and customary restrictions and protections, which will be detailed in our SEC filing describing the transaction, which is expected to be filed within the next four days.
As part of the transaction, Eric Zinterhofer will be elected to the Board of Directors of GCI as a Class II director, and will stand for election at the next annual shareholder meeting. Mr. Zinterhofer is a Founding Partner of Searchlight. Prior to co-founding Searchlight, Mr. Zinterhofer was co-head of the media and telecommunications investment platform at Apollo Management, L.P. Mr. Zinterhofer has been an active cable investor over the last 15 years in companies such as Charter Communications, Liberty Cablevision Puerto Rico, Unity Media, Cablecom and Primacom. Mr. Zinterhofer is also an active investor in the fiber, wireless and satellite sectors, having invested in Integra Telecom, IPCS, Spectrasite and Dish TV India.
“Eric brings a tremendous amount of experience and expertise in our industry,” said Ron Duncan, GCI’s president and chief executive officer. “We look forward to leveraging that experience and expertise in GCI’s mission.”
“Searchlight is thrilled to make this investment in GCI, as we hold CEO Ron Duncan and his team in high regard,” said Eric Zinterhofer. “The catalyst for our investment, namely the announced purchase of certain wireless assets of Alaska Communications Systems Group, Inc., is an important milestone for the Company. I look forward to joining a talented board of directors, led by Chairman Stephen Brett.”
The Company will hold a conference call to discuss recent announcements on Friday, December 5, 2014, at 2:00 p.m. (Eastern). To access the call, call the conference operator between 1:50-2:00 p.m. (Eastern) at 888-469-1674 (International callers should dial +1-415-228-4863) and identify your call as “GCI”. In addition to dial-up access, GCI will make available net conferencing. To access the call via net conference, log on to gci.com and follow the instructions. A replay of the call will be available for 72-hours by dialing 800-759-8643, access code 7461 (International callers should dial +1-203-369-3659).
GCI is the largest Alaska-based and -operated, integrated telecommunications provider, offering wireless, voice, data, and video services statewide. Learn more about GCI at www.gci.com/about.
Searchlight is a global private investment firm with offices in New York, London and Toronto. Searchlight seeks to invest in businesses where its long term capital and strategic support accelerate value creation for all stakeholders. For more information, please visit www.searchlightcap.com.
Forward Looking Statement Disclosure
The foregoing contains forward-looking statements regarding GCI’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 on Forms 10-K and 10-Q filed with the Securities and Exchange Commission.