ANCHORAGE, Alaska, Feb. 27, 2018 /PRNewswire/ -- GCI Liberty,
Inc. ("GCI Liberty") (Nasdaq: GNCMA) announced today that it
intends to effect the automatic conversion of its Class A-1 Common
Stock and its Class B-1 Common Stock (collectively, the "existing
GCI Liberty common stock") in accordance with the terms of GCI
Liberty's Amended and Restated Articles of Incorporation (the "Auto
Conversion") on or about 4:01 p.m.,
New York City time, on
Thursday, March 8, 2018, (such date
and time, the "Auto Conversion Date"), subject to the satisfaction
or waiver (if applicable or permitted) of the conditions to the
Auto Conversion.
On the Auto Conversion Date, holders of existing GCI Liberty
common stock will receive (i) 0.63 of a share of GCI Liberty Class
A Common Stock ("GCI Liberty Class A Common Stock") and (ii) 0.20
of a share of new GCI Liberty Series A Cumulative Redeemable
Preferred Stock ("GCI Liberty Preferred Stock"), in exchange for
each share of their existing GCI Liberty common stock.
Following the completion of the Auto Conversion, GCI Liberty
intends to delist its Class A-1 Common Stock, and as a result, such
securities will cease to be traded on the NASDAQ Global Select
Market. In addition, GCI Liberty's Class B-1 Common Stock
will no longer be quoted on the OTC Market at such time. GCI
Liberty is expected to trade on the Nasdaq Global Select Market
under the symbols "GLIBA/B/P" beginning on March 12, 2018.
For instructions as to how to surrender shares of existing GCI
Liberty common stock for exchange in the Auto Conversion, please
see "Information Regarding the Surrender and Exchange of GCI
Liberty shares in the Auto Conversion" below.
The Auto Conversion is described in more detail in the joint
proxy statement/prospectus relating to the proposed transactions
between GCI Liberty and Liberty Interactive Corporation
("LIC").
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 GCI Liberty and LIC, the
delisting of GNCMA, and the trading of GLIBA and GLIBP. 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 speaks only as
of the date of this press release, 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 GCI Liberty's expectations with regard
thereto or any change in events, conditions or circumstances on
which any statement is based. Please refer to the publicly filed
documents of GCI Liberty, including its most recent Forms 10-K and
10-Q, for additional information about GCI Liberty and about the
risks and uncertainties related to its business which may affect
the statements made in this press release.
About GCI Liberty
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.
Information Regarding the Surrender and Exchange of GCI Liberty
Shares in the Auto Conversion
Holders of certificated shares of existing GCI Liberty common
stock (and old General Communication, Inc. 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 existing GCI Liberty common stock (or old
General Communication, Inc. common stock) for shares of GCI Liberty
Class A Common Stock and GCI Liberty Preferred 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 Class A Common Stock and GCI Liberty Preferred Stock.
A holder that properly surrenders its certificates will receive
shares GCI Liberty Class A Common Stock and GCI Liberty Preferred
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 existing GCI Liberty common stock in book-entry form
will not need to take any action to receive shares of GCI Liberty
Class A Common Stock and GCI Liberty Preferred Stock in the Auto
Conversion. Rather, a holder's account will be debited and
promptly thereafter credited with the applicable shares deliverable
to such holder in connection with the Auto Conversion. No
letter of transmittal will be delivered for shares of existing GCI
Liberty common stock held in book-entry form.
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
proposed 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 proposed 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.
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SOURCE GCI Liberty