New York, March 9 – GCI Liberty, Inc. issued $182.5 million of new preferred shares as part of a series of transactions that involved the acquisition of General Communication, Inc. and the spin-off of GCI Liberty.
The new preferreds have a $25 liquidation preference, pay a dividend of 5% that steps up to 7% when GCI Liberty is reincorporated in Delaware and have a 21-year term.
There is no conversion feature and the preferreds have a 1/3 vote per share.
They will trade on Nasdaq under the ticker “GLIBP.”
The preferreds were issued as part of the conversion of GCI Liberty’s former class A-1 common stock and class B-1 common stock on March 8. Each share was converted into 0.63 of GCI Liberty common stock trading under the ticker “GLIBA” and 0.2 of a share of the series A cumulative redeemable preferred shares.
The reincorporation is expected to be completed as soon as practical.
“This transaction is a win for our shareholders, customers, and employees. As part of a larger company, GCI will be even better positioned to compete, innovate, and serve Alaskans and our customers nationwide,” said Ron Duncan, chief executive officer of General Communication, in the news release.
“We are pleased to complete the acquisition of GCI and subsequent split-off of GCI Liberty,” said Greg Maffei, president and chief executive officer of GCI Liberty. “GCI has made significant investments over the past 30 years to build a state of the art network for Alaska, and we welcome the team and look forward to its continued success as part of the Liberty family.”
Earlier on Friday Liberty Interactive Corp. contributed to GCI the remaining assets and liabilities attributed to its Liberty Ventures Group in exchange for newly issues class A and class B GCI Liberty common stock. Those shares gave Liberty Interactive a controlling interest.
At 4:01 p.m. ET on Friday, Liberty Interactive then carried out a tax-free separation of its controlling interest in GCI Liberty by redeeming its series A and series B Liberty Ventures stock for series A and series B GCI Liberty stock.
As a result of the transactions, Liberty Interactive no longer holds an equity interest in GCI Liberty.
In addition to the preferreds, GCI Liberty has 105 million shares of GLIBA series A and 4.5 million shares of GLIBB series B outstanding.
Former Liberty Ventures stockholders hold 79% of the common equity of GCI Liberty and an 83% voting interest in GCI Liberty.
Following the spin-off, the assets of GCI Liberty consist of its subsidiaries GCI and Evite and interests in Liberty Broadband, Charter and Lending Tree.
GCI Liberty is an Anchorage-based communications provider in Alaska. Liberty Interactive is an Englewood, Colo. owner of interests in digital commerce businesses.
| Issuer: | GCI Liberty, Inc.
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| Issue: | Series A cumulative redeemable preferred stock
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| Amount: | $182.5 million, or 7.3 million shares
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| Maturity: | 21 years
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| Dividend: | 5%, stepping up to 7% on reincorporation in Delaware
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| Liquidation preference: | $25
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| Issue date: | March 8
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