Liberty Capital Corp/NV 8-K

What Happened
Liberty Capital Corporation’s wholly owned subsidiary GCI, LLC announced on June 29, 2026 that it entered Amendment No. 1 to its Ninth Amended and Restated Credit Agreement to add incremental credit facilities totaling $455 million to support the planned acquisition of Q Gateway Intermediate Holdings, LLC (the “Quintillion Acquisition”) and other corporate needs. The amendment provides a $155 million delayed-draw Term A-1 loan (contingent on the Quintillion Acquisition), a $300 million Term A-2 loan, and a $25 million incremental revolving facility for letters of credit (New L/C Facility).

Key Details

• Incremental facilities: $155M Term A-1 (delayed draw), $300M Term A-2, and $25M New L/C Facility for letters of credit.
• Maturities: Term A-1 matures the earlier of Dec 15, 2031 or five years after funding; Term A-2 matures June 29, 2031; New L/C Facility matures March 25, 2030 (with certain Senior Notes-related adjustments).
• Interest rates: Term A loans — alternate base rate + 1.00%–1.75% or SOFR + 2.00%–2.75% (margin varies by GCI’s leverage); New L/C — alternate base rate + 0.50%–1.25% or SOFR + 1.50%–2.25%.
• Repayment and security: Term A-2 quarterly principal payments equal 0.25% of original principal (may step up to 1.25%); Term A-1 has no principal for first eight full fiscal quarters, then phased quarterly payments (2.5% p.a. next eight quarters, then 5.0% p.a. thereafter). All obligations are secured by substantially all assets of GCI and subsidiary guarantors and equity of GCI Holdings. Loans prepayable without penalty (customary breakage costs may apply).

Why It Matters
This amendment creates new, material debt obligations for GCI that are intended to fund part of the Quintillion Acquisition, replace related letters of credit, and support general corporate purposes including refinancing existing debt. The incremental borrowing increases secured leverage and places GCI’s assets and equity of GCI Holdings as collateral, which is important for creditors and equity investors to consider when assessing the company’s financial position and risk profile. The amendment also includes customary covenants and default remedies (including acceleration) that could affect GCI’s liquidity if covenants are breached.