General Communication tenders for 9¾% notes

New York, Feb. 2 - General Communication Inc. (B2/B+) said that its wholly owned GCI Inc. subsidiary is beginning a cash tender offer for all its $180 million of outstanding 9¾% senior notes due 2007.

The company also is soliciting noteholders' consent to proposed changes in the notes' indenture that would eliminate substantially all of the restrictive covenants and make other revisions to the indenture.

The company set a consent deadline of 5 p.m. ET Feb. 13 and said the offer would expire at 5 p.m. ET March 2, with both deadlines subject to possible extension.

General Communication, an Anchorage, Alaska-based provider of telecommunications services, said that holders who validly tender their notes by the consent deadline will receive the total consideration of $1,035 per $1,000 principal amount of the 9¾% notes tendered and accepted for purchase. The total consideration includes a consent payment of $10 per $1,000 principal amount.

Holders validly tendering their notes after the consent deadline but before the expiration will receive the tender price of $1,025 per $1,000 principal amount but no consent payment. All tendering holders will also receive accrued and unpaid interest up to, but not including, the applicable date of payment for their notes.

Holders tendering their notes as part of the tender offer will be required to also consent to the proposed indenture changes, and holders cannot consent to the amendments without also tendering their notes. Adoption of the proposed amendments requires the consent of holders of at least a majority of the outstanding principal amount of the notes.

GCI said that its offer is subject to conditions, including receipt by the company of tenders of notes representing a majority of the outstanding principal amount of the notes; completion of the required financing; consent from the lenders under the credit facility of GCI Holdings Inc., a wholly owned subsidiary of GCI Inc., as well as other customary conditions.

Deutsche Bank Securities Inc. will act as dealer-manager and solicitation agent (call the High Yield Capital Markets department collect at 212-250-7772). Requests for documentation may be directed to MacKenzie Partners Inc. (call 800-322-2885 or collect at 212-929-5500).

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