Liberty Interactive and GCI Liberty Announce Completion of Auto Conversion, Reattribution and Expected Closing of Transactions
09 March 2018 - 1:00PM
Business Wire
Liberty Interactive Corporation ("LIC") (Nasdaq: QVCA,
QVCB, LVNTA, LVNTB) and GCI Liberty, Inc. ("GCI Liberty")
(Nasdaq: GNCMA / GLIBA, GLIBP) today announced that GCI Liberty has
effected the automatic conversion (the “auto conversion”), as of
4:21 p.m., New York City time, today, of each share of its GCI
Liberty Class A-1 and Class B-1 common stock into (i) 0.63 of a
share of GCI Liberty Class A common stock and (ii) 0.2 of a share
of GCI Liberty Series A Cumulative Redeemable Preferred Stock (the
“preferred stock”).
LIC has also completed the reattribution of certain assets and
liabilities attributed to its Ventures Group to the QVC Group. The
reattributed assets and liabilities consisted of cash, LIC’s
interests in ILG and FTD, certain green energy investments,
exchangeable debentures of Liberty Interactive LLC and certain tax
benefits. The final valuations of assets and liabilities to be
reattributed will be provided after closing. Prior to market open
tomorrow, LIC will contribute to GCI Liberty, in exchange for
shares of GCI Liberty Class A and Class B common stock, the
following assets and liabilities currently attributed to the
Ventures Group: LIC’s entire equity interests in Liberty Broadband
Corporation, Charter Communications, Lending Tree and Evite and
certain other assets and liabilities attributed to its Ventures
Group following the reattribution. LIC expects to complete the
redemption of its Series A and Series B Liberty Ventures common
stock in exchange for shares of GCI Liberty stock (the “split-off”)
at 4:01 p.m., New York City time, tomorrow.
Following the auto conversion, GCI Liberty has delisted its
Class A-1 common stock, and as a result, such securities will no
longer trade on the Nasdaq Global Select Market as of market open
tomorrow, March 9. In addition, GCI Liberty’s Class B-1 common
stock will no longer be quoted on the OTC Markets. GCI Liberty’s
Class A common stock and preferred stock are expected to commence
trading in the regular way under the symbols “GLIBA” and “GLIBP,”
respectively, on Monday, March 12. GCI Liberty intends to cause its
Class B common stock to be quoted on the OTC Markets as soon as is
practical following the closing date. However, LIC and GCI Liberty
can give no assurances as to the timing of the quotation or the
symbol under which GCI Liberty’s Class B common stock will be
quoted.
In addition, LIC intends to delist its Series A and Series B
Liberty Ventures common stock following the split-off and, as a
result, such securities will cease to be traded on the
NASDAQ Global Select Market following market close tomorrow, March
9.
As previously announced, beginning on Monday, March 12, LIC’s
Series A and Series B QVC Group common stock will no longer trade
under the symbols “QVCA” and “QVCB,” respectively, and will begin
trading under the symbols “QRTEA” and “QRTEB,” respectively, in
connection with the rebranding of LIC and its QVC Group as Qurate
Retail Group.
Forward-Looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements about the completion of the proposed
transactions between LIC and GCI Liberty and the listing and
quotation of GCI Liberty’s capital stock and LIC’s common stock.
These forward-looking statements involve many risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by such statements, including,
without limitation, the completion of the described transactions
and the listing and quotation of GCI Liberty’s capital stock. These
forward-looking statements speak only as of the date of this press
release, and each of LIC and GCI Liberty expressly disclaims any
obligation or undertaking to disseminate any updates or revisions
to any forward-looking statement contained herein to reflect any
change in LIC’s or GCI Liberty’s expectations with regard thereto
or any change in events, conditions or circumstances on which any
such statement is based. Please refer to the publicly filed
documents of LIC and GCI Liberty, including their most recent Forms
10-K, for additional information about LIC, GCI Liberty and about
the risks and uncertainties related to LIC’s and GCI Liberty’s
respective businesses which may affect the statements made in this
press release.
Additional Information
Nothing in this press release shall constitute a solicitation to
buy or an offer to sell shares of GCI Liberty or any of LIC’s
tracking stocks. The offer and issuance of shares in the
transactions will only be made pursuant to GCI Liberty’s effective
registration statement. GCI Liberty shareholders, LIC stockholders
and other investors are urged to read the registration statement
and the joint proxy statement/prospectus regarding the proposed
transactions and any other relevant documents filed with the SEC,
as well as any amendments or supplements to those documents,
because they contain important information about the transactions.
Copies of these SEC filings are available free of charge at the
SEC’s website (http://www.sec.gov). Copies of the filings together
with the materials incorporated by reference therein are also
available, without charge, by directing a request to Liberty
Interactive Corporation, 12300 Liberty Boulevard, Englewood,
Colorado 80112, Attention: Investor Relations, Telephone: (720)
875-5420. GCI Liberty investors can access additional information
at ir.gci.com.
About Liberty Interactive
Corporation
Liberty Interactive Corporation operates and owns interests in a
broad range of digital commerce businesses. Those businesses are
currently attributed to two tracking stock groups: the QVC Group
and the Liberty Ventures Group. The businesses and assets
attributed to the QVC Group (Nasdaq: QVCA, QVCB) consist of Liberty
Interactive Corporation’s subsidiaries, QVC, Inc.,
HSN, Inc. and zulily, llc, and its interests in FTD and ILG,
and the businesses and assets attributed to the Liberty Ventures
Group (Nasdaq: LVNTA, LVNTB) consist of all of Liberty Interactive
Corporation’s businesses and assets other than those attributed to
the QVC Group, including its subsidiary Evite and interests in
Liberty Broadband Corporation, Lending Tree and Charter
Communications.
About GCI Liberty, Inc.
GCI Liberty is the largest communications provider in Alaska,
providing data, wireless, video, voice and managed services to
consumer and business customers throughout Alaska and nationwide.
Headquartered in Alaska, GCI Liberty has delivered services for
nearly 40 years to some of the most remote communities and in some
of the most challenging conditions in North America. Learn more
about GCI Liberty at www.gci.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20180308006472/en/
Liberty Interactive CorporationCourtnee Chun,
720-875-5420orGCI Liberty, Inc.Heather Handyside,
907-301-3481
Gci Liberty, Inc. (delisted) (NASDAQ:GNCMA)
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