8-K

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

General Communication, Inc.

(Exact name of registrant as specified in its charter)

State of Alaska	0-15279	92-0072737
(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, General Communication, Inc.'s wholly owned subsidiary, 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, we 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.

		GENERAL COMMUNICATION, INC.
		(Registrant)
Date: March 24, 2015
	By	/s/ Peter J. Pounds
		Name: Peter J. Pounds
		Title:  Senior Vice President,
		Chief Financial Officer
		and Secretary
		(Principal Financial Officer)

Exhibit Index
Exhibit No.	Description
99.1	Press Release issued by General Communication, Inc. on March 24, 2015

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

March 24, 2015

GCI Offers to Purchase for Cash Any and All of its Outstanding 8.625% Senior Notes due 2019

Anchorage, Alaska, March 24, 2015 - General Communication, Inc. (Nasdaq: GNCMA) announced today the commencement of a cash tender offer (the “Tender Offer”) for any and all of the outstanding 8.625% Senior Notes due 2019 (the “Notes”) issued by GCI, Inc. (“GCI”). The Tender Offer is being made on and subject to the terms and conditions set forth in the Offer to Purchase dated March 24, 2015 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”).

The Tender Offer will expire at 5:00 p.m., New York City time, on March 31, 2015, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the “Expiration Time”). Holders of Notes who validly tender (and do not validly withdraw) their Notes at or prior to the Expiration Time, or who deliver to the depository and information agent a properly completed and duly executed Notice of Guaranteed Delivery at or prior to the Expiration Time in accordance with the instructions described in the Offer to Purchase, will receive in cash $1,047.44 per $1,000 principal amount of Notes validly tendered and accepted for purchase (the “Purchase Price”) payable for such tendered Notes that are accepted by GCI for purchase in the Tender Offer, plus accrued and unpaid interest to, but not including, the settlement date, which is expected to be April 1, 2015, the business day following the scheduled Expiration Time.

The following table sets forth the material pricing terms of the Tender Offer:

Title of Security	CUSIP Number/ISIN	Principal Amount Outstanding	Purchase Price
8 5/8% Senior Notes due 2019	CUSIP Number: 36155W AF3	$425,000,000	$1,047.44
	ISIN: US36155W AF32

Tendered Notes may be withdrawn at any time prior to the Expiration Time. The Tender Offer is subject to the satisfaction or waiver of a number of conditions set forth in the Offer to Purchase, including the receipt by GCI of proceeds from a proposed debt financing on terms reasonably satisfactory to GCI generating net proceeds in an amount that is sufficient to effect the repurchase of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer, including the payment of any premiums, accrued and unpaid interest to, but not including, the settlement date, and expenses incurred in connection therewith. GCI may amend, extend or terminate the Tender Offer, in its sole discretion and subject to applicable law. Subject to completion of such debt financing, GCI intends to redeem any and all Notes that remain outstanding after completion of the Tender Offer.

GCI has retained SunTrust Robinson Humphrey to serve as the dealer manager for the Tender Offer. GCI has appointed Global Bondholder Services Corporation (“GBS”) to serve as the depository and information agent for the Tender Offer.

For additional information regarding the terms of the Tender Offer, please contact SunTrust Robinson Humphrey at (404) 926-5047 (collect). Questions regarding the Tender Offer should be directed to GBS at (212) 430-3774 (banks and brokers) or (866) 470-4200 (all others). Documents for the Tender Offer, including the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery, are available at www.gbsc-usa.com/GCI/, and may also be obtained by contacting GBS by telephone.

None of GCI, its board of directors, the dealer manager, GBS or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether Holders should tender any Notes in response to the Tender Offer. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender.

This announcement is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell securities. The Tender Offer is being made solely by means of the Offer to Purchase and the related Letter of Transmittal. In those jurisdictions where the securities, blue sky or

Exhibit 99.1

others laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of GCI by the dealer manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

Contact

Tom Chesterman

(907) 868-1585