GENERAL COMMUNICATION, INC. (NASDAQ:GNCMA) Files An 8-K Other Events
Item 8.01. Other Events
On April 4, 2017, Liberty Interactive Corporation (the Company)
and General Communication, Inc. (GCI) issued a joint press
release announcing the Companys entry into an agreement to
acquire GCI, combine GCI with the Companys Liberty Ventures
tracking stock group and effect a split-off of the Companys
interest in the combined company (GCI Liberty). A copy of the
joint press release is filed herewith as Exhibit 99.1 in
compliance with Rule 425 under the Securities Act of 1933, as
amended (the Securities Act) and is incorporated herein by
reference. GCI also issued a separate press release on April 4,
2017 announcing the transaction. A copy of the GCI press release
is filed herewith as Exhibit 99.2 in compliance with Rule 425
under the Securities Act and is incorporated herein by reference.
and General Communication, Inc. (GCI) issued a joint press
release announcing the Companys entry into an agreement to
acquire GCI, combine GCI with the Companys Liberty Ventures
tracking stock group and effect a split-off of the Companys
interest in the combined company (GCI Liberty). A copy of the
joint press release is filed herewith as Exhibit 99.1 in
compliance with Rule 425 under the Securities Act of 1933, as
amended (the Securities Act) and is incorporated herein by
reference. GCI also issued a separate press release on April 4,
2017 announcing the transaction. A copy of the GCI press release
is filed herewith as Exhibit 99.2 in compliance with Rule 425
under the Securities Act and is incorporated herein by reference.
Also on April 4, 2017, GCI made available on its website a slide
show presentation regarding the transaction in connection with a
call held with investors. A copy of the presentation is filed
herewith as Exhibit 99.3 in compliance with Rule 425 under the
Securities Act and is incorporated herein by reference.
show presentation regarding the transaction in connection with a
call held with investors. A copy of the presentation is filed
herewith as Exhibit 99.3 in compliance with Rule 425 under the
Securities Act and is incorporated herein by reference.
The press release and presentation are both archived on the
Companys website.
Companys website.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No.
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Name
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99.1
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Joint Press Release dated April 4, 2017
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99.2
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GCI Press Release dated April 4, 2017
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99.3
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Investor Presentation dated April 4, 2017
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Forward-Looking Statements
This Current Report on Form 8-K, including the exhibits attached
hereto, includes certain forward-looking statements, including
statements about the proposed acquisition of GCI by the Company
and the proposed split-off of the Companys interest in GCI
Liberty (the proposed split-off and together with the proposed
acquisition of GCI, the proposed transactions), the timing of the
proposed transactions, the contemplated reincorporation of GCI
Liberty, the proposed reattribution or sale of assets and
liabilities at the Company in connection with the proposed
transactions, the renaming of GCI, GCI Libertys entry into a
margin loan arrangement prior to the completion of the proposed
split-off, the Companys anticipated offer to exchange any or all
of its outstanding 1.75% Charter exchangeable debentures, the
realization of estimated synergies and benefits from the proposed
transactions, business strategies, market potential, future
financial prospects and other matters that are not historical
facts. 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 Current Report on Form 8-K, and GCI
expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statement
contained herein to reflect any change in GCIs 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 GCI, including the most recent
Form 10-K, for additional information about GCI and about the
risks and uncertainties related to the business of GCI which may
affect the statements made in this Current Report on Form 8-K.
hereto, includes certain forward-looking statements, including
statements about the proposed acquisition of GCI by the Company
and the proposed split-off of the Companys interest in GCI
Liberty (the proposed split-off and together with the proposed
acquisition of GCI, the proposed transactions), the timing of the
proposed transactions, the contemplated reincorporation of GCI
Liberty, the proposed reattribution or sale of assets and
liabilities at the Company in connection with the proposed
transactions, the renaming of GCI, GCI Libertys entry into a
margin loan arrangement prior to the completion of the proposed
split-off, the Companys anticipated offer to exchange any or all
of its outstanding 1.75% Charter exchangeable debentures, the
realization of estimated synergies and benefits from the proposed
transactions, business strategies, market potential, future
financial prospects and other matters that are not historical
facts. 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 Current Report on Form 8-K, and GCI
expressly disclaims any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statement
contained herein to reflect any change in GCIs 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 GCI, including the most recent
Form 10-K, for additional information about GCI and about the
risks and uncertainties related to the business of GCI which may
affect the statements made in this Current Report on Form 8-K.
Additional Information
Nothing in this Current Report on Form 8-K, including the
exhibits attached hereto, shall constitute a solicitation to buy
or an offer to sell shares of GCI Liberty, GCI common stock or
any of the Companys tracking stocks. The offer and sale of shares
in the proposed transactions will only be made to GCI Libertys
effective registration statement. The Companys stockholders, GCI
stockholders and other investors are urged to read the
registration statement and the joint proxy statement/prospectus
to be filed regarding the proposed transactions and any other
relevant documents filed with the SEC, as well as any amendments
or supplements to those documents, because
exhibits attached hereto, shall constitute a solicitation to buy
or an offer to sell shares of GCI Liberty, GCI common stock or
any of the Companys tracking stocks. The offer and sale of shares
in the proposed transactions will only be made to GCI Libertys
effective registration statement. The Companys stockholders, GCI
stockholders and other investors are urged to read the
registration statement and the joint proxy statement/prospectus
to be filed 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 will contain important information about the proposed
transactions. Copies of these SEC filings are available free of
charge at the SECs 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 investors can access
additional information at ir.gci.com.
transactions. Copies of these SEC filings are available free of
charge at the SECs 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 investors can access
additional information at ir.gci.com.
Participants in a Solicitation
The directors and executive officers of the Company and GCI and
other persons may be deemed to be participants in the
solicitation of proxies in respect of proposals to approve the
proposed transactions. Information regarding the directors and
executive officers of the Company is available in its definitive
proxy statement, which was filed with the SEC on July 8, 2016,
and certain of its Current Reports on Form 8-K. Information
regarding the directors and executive officers of GCI is
available as part of its
other persons may be deemed to be participants in the
solicitation of proxies in respect of proposals to approve the
proposed transactions. Information regarding the directors and
executive officers of the Company is available in its definitive
proxy statement, which was filed with the SEC on July 8, 2016,
and certain of its Current Reports on Form 8-K. Information
regarding the directors and executive officers of GCI is
available as part of its
Form 10-K filed with the SEC on March 2, 2017. For other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be available in the proxy
materials regarding the foregoing to be filed with the SEC. Free
copies of these documents may be obtained as described in the
preceding paragraph
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be available in the proxy
materials regarding the foregoing to be filed with the SEC. Free
copies of these documents may be obtained as described in the
preceding paragraph
About GENERAL COMMUNICATION, INC. (NASDAQ:GNCMA)
General Communication, Inc. is a holding company. The Company, together with its subsidiaries, is a diversified communications provider with operations primarily in the State of Alaska. The Company provides a range of wireless, data, video, voice, and managed services to residential customers, businesses, governmental entities, and educational and medical institutions primarily in Alaska under its GCI brand. The Company operates in two segments: Wireless and Wireline. The Company’s Wireless segment provides wholesale wireless services to wireless carriers. The Company’s Wireline segment offers services and products under three major customer groups, such as consumer, business services and managed broadband. Its fiber network employs digital transmission technology over its fiber optic facilities, which include digital undersea fiber optic cable systems linking its Alaska terrestrial networks to the networks of other carriers. GENERAL COMMUNICATION, INC. (NASDAQ:GNCMA) Recent Trading Information
GENERAL COMMUNICATION, INC. (NASDAQ:GNCMA) closed its last trading session up +12.16 at 32.72 with 155,311 shares trading hands.
