Liberty Interactive Corporation (Nasdaq: QVCA, QVCB, LVNTA, LVNTB) and General Communication, Inc. (“GCI”) (Nasdaq: GNCMA) have agreed that Liberty Interactive will acquire GCI through a reorganization in which certain Liberty Ventures Group (“Liberty Ventures”) assets and liabilities will be contributed to GCI in exchange for a controlling interest in GCI, the companies said.
Liberty Interactive will then effect a tax-free separation of its controlling interest in the combined company (to be named GCI Liberty, Inc. (“GCI Liberty”)) to the holders of Liberty Ventures common stock in full redemption of all outstanding shares of such stock.
Liberty Interactive believes the creation of GCI Liberty will reduce Liberty Ventures tracking stock discount and provide greater flexibility for GCI Liberty to pursue future strategic transactions.
Shareholders of GCI will receive total consideration of USD 32.50 per share comprised of USD 27.50 per share in GCI Liberty Class A common stock and USD 5.00 in newly issued Series A preferred shares, based on a Liberty Ventures reference price of USD 43.65.
J.P. Morgan is serving as financial advisor and Baker Botts LLP is serving as legal advisor to Liberty Interactive.
Liberty Interactive operates and owns interests in a broad range of digital commerce businesses.
GCI is the largest communications provider in Alaska, providing data, wireless, video, voice, and managed services to consumer and business customers throughout Alaska and in the lower 48 states. Headquartered in Alaska, GCI 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.