Liberty Interactive Corporation Announces Redemption Date for Split-Off of GCI Liberty, Inc.
27 February 2018 - 11:30AM
Business Wire
Liberty Interactive Corporation (Nasdaq: QVCA, QVCB, LVNTA,
LVNTB) (“LIC”) announced today that it intends to complete the
proposed split-off (the “Split-Off”) of GCI Liberty, Inc. (“GCI
Liberty”) through the redemption of shares of its Liberty Ventures
common stock in exchange for shares of GCI Liberty’s common stock
at 4:01 p.m., New York City time, on Friday, March 9, 2018 (such
date and time, the “Redemption Date”), subject to the satisfaction
or waiver (if applicable or permitted) of the conditions to the
Split-Off.
Prior to the Split-Off, LIC will contribute to GCI Liberty
certain assets and liabilities attributed to its Liberty Ventures
Group in exchange for, together with certain other consideration,
newly-issued shares of GCI Liberty’s Class A common stock (“GLIBA”)
and Class B common stock (“GLIBB”), representing a controlling
interest in GCI Liberty, upon which, GCI Liberty will become a
subsidiary of LIC (the “contribution”). Additionally, prior to the
Split-Off, LIC will reattribute certain assets and liabilities from
the Liberty Ventures Group to the QVC Group, as described in the
joint proxy statement/prospectus relating to the proposed
transactions between LIC and GCI Liberty. The final valuations of
assets and liabilities to be reattributed will be provided after
closing.
On the Redemption Date, LIC will redeem (i) each
outstanding share of its Series A Liberty Ventures common
stock (“LVNTA”) for one share of GLIBA and (ii) each
outstanding share of its Series B Liberty Ventures common
stock (“LVNTB”) for one share of GLIBB, such that all shares of
GLIBA and GLIBB received in connection with the contribution will
be distributed by LIC to holders of LVNTA and LVNTB, respectively.
As a result, GCI Liberty and LIC will be separate publicly traded
companies, and GCI Liberty is expected to trade on the Nasdaq
Global Select Market under the symbols “GLIBA/B/P” beginning on
March 12, 2018.
Following the completion of the Split-Off, LIC intends to delist
LVNTA and LVNTB, and as a result, such securities would cease to be
traded on the NASDAQ Global Select Market. Former Liberty Ventures
stockholders are expected to hold approximately 79% of the common
equity of GCI Liberty and an approximate 83% voting interest in GCI
Liberty based on shares outstanding as of December 4, 2017.
For instructions as to how to surrender shares of LIC’s Liberty
Ventures common stock for redemption in the Split-Off, please see
“Information Regarding the Surrender and Redemption of Liberty
Ventures Shares in the Split-Off” below.
The Split-Off is described in more detail in the joint proxy
statement/prospectus relating to the proposed transactions between
LIC and GCI Liberty.
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, the trading of GCI
Liberty’s capital stock and LIC’s common stock and the delisting of
LVNTA and LVNTB. 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 satisfaction of conditions to
the proposed transactions. These forward-looking statements speak
only as of the date of this press release, and LIC 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 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, including its most recent Forms 10-K and 10-Q, for additional
information about LIC and about the risks and uncertainties related
to its business which may affect the statements made in this press
release.
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 LIC’s
subsidiaries, QVC, Inc., HSN, Inc. and zulily, llc, and
the businesses and assets attributed to the Liberty Ventures Group
(Nasdaq: LVNTA, LVNTB) consist of all of LIC’s businesses and
assets other than those attributed to the QVC Group, including its
subsidiary Evite and interests in Liberty Broadband Corporation,
FTD, Lending Tree, ILG and Charter Communications.
Information Regarding the Surrender and
Redemption of Liberty Ventures Shares in the Split-Off
Holders of certificated shares of LIC’s Liberty
Ventures common stock will receive a letter of transmittal
from Computershare Trust Company, N.A., the transaction agent,
with instructions on how to surrender such holder’s shares of LIC’s
Liberty Ventures common stock for shares of the applicable class of
GCI Liberty’s common stock. A holder must surrender its stock
certificates, together with a completed and duly executed letter of
transmittal (and any other documentation required thereby) to
Computershare as instructed in the letter of transmittal in order
to receive their shares of GCI Liberty’s common stock. A holder
that properly surrenders its certificates will receive shares of
GCI Liberty’s common stock in book-entry form (unless a physical
certificate is requested). Holders are asked not to send their
stock certificates to Computershare until they have received a
letter of transmittal, and are asked not to send their stock
certificates to Computershare without a duly executed letter of
transmittal.
Holders of shares of LIC’s Liberty Ventures common
stock in book-entry form will not need to take any action to
receive shares of GCI Liberty’s common stock in the Split-Off.
Rather, a holder’s account will be debited and promptly thereafter
credited with the applicable shares deliverable to such holder in
connection with the Split-Off. No letter of transmittal will be
delivered for shares of LIC's Liberty Ventures common
stock held in book-entry form.
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