Item 2.01. Completion of Acquisition or Disposition of Assets.
On March 9, 2018, Liberty Interactive Corporation, a Delaware corporation (
Liberty Interactive
),
Liberty Interactive LLC, a Delaware limited liability company and direct, wholly-owned subsidiary of Liberty Interactive (
LI LLC
), and GCI Liberty, Inc. (formerly known as General Communication, Inc.), an Alaska corporation (
GCI Liberty
), completed the series of transactions contemplated by the Agreement and Plan of Reorganization, dated as of April 4, 2017, by and among Liberty Interactive, LI LLC, and GCI Liberty (as amended by Amendment No. 1 to Reorganization Agreement, dated as of July 19, 2017, and by Amendment No. 2 to Reorganization Agreement, dated as of November 8, 2017, the
Reorganization Agreement
).
As previously reported, on March 8, 2018, at 4:21 p.m., New York City time, pursuant to the terms of GCI Libertys amended and restated articles of incorporation and in accordance with the terms of the Reorganization Agreement, each outstanding share of GCI Libertys former Class A-1 common stock, no par value, and each outstanding share of GCI Libertys former Class B-1 common stock, no par value, automatically converted (the
Auto Conversion
) into (i) 0.63 shares of GCI Libertys Class A common stock, no par value (
GLIBA
), and (ii) 0.20 shares of GCI Libertys Series A Cumulative Redeemable Preferred Stock.
On March 9, 2018, at 8:00 a.m., New York City time
(the
Contribution Effective Time
), in accordance with the terms of the Reorganization Agreement, Liberty Interactive and LI LLC contributed their entire equity interests in Liberty Broadband Corporation, Charter Communications, Inc., LendingTree, Inc. and Evite and other assets and liabilities attributed to Liberty Interactives Ventures Group (following the reattribution by Liberty Interactive of certain assets and liabilities from its Ventures Group to its QVC Group) to GCI Liberty in exchange for, together with certain other consideration, the issuance to LI LLC of 81,706,919 shares of GLIBA, and 4,455,308 shares of GCI Libertys Class B common stock, no par value (
GLIBB
), representing a controlling interest in GCI Liberty (the
Contribution
).
On March 9, 2018, at 4:01 p.m., New York City time (the
Split-Off Effective Time
), Liberty Interactive completed its previously announced split-off (the
Split-Off
) of GCI Liberty. The Split-Off was accomplished by the redemption (the
Redemption
) by Liberty Interactive of (i) each outstanding share of its Series A Liberty Ventures common stock, $0.01 par value (
LVNTA
), for one share of
GLIBA, with no shares of LVNTA remaining outstanding, and (b) each outstanding share of its Series B Liberty Ventures common stock, $0.01 par value (
LVNTB
, and together with LVNTA, the
Liberty Ventures Common Stock
), for one share of GLIBB, with no shares of LVNTB remaining outstanding, with the effect that GCI Liberty was split-off from Liberty Interactive, and Liberty Interactive ceased to have an equity interest in GCI Liberty.
On March 9, 2018, in connection with the Split-Off, Liberty Interactive entered into the following agreements (the
Split-Off Agreements
):
·
a Tax Sharing Agreement, by and between GCI Liberty and Liberty Interactive, which governs GCI Libertys and Liberty Interactives respective rights, responsibilities and obligations with respect to taxes and tax benefits, the filing of tax returns, the control of audits and other tax matters; and
·
an Indemnification Agreement, by and among GCI Liberty, Liberty Interactive, LI LLC and LV Bridge, LLC, a Delaware limited liability company and now an indirect, wholly-owned subsidiary of GCI Liberty, which governs, among other things, GCI Libertys indemnification obligations concerning LI LLCs 1.75% Charter Exchangeable Debentures due 2046 (the
Exchangeable Debentures
) and a purchase offer to be conducted by LI LLC for the Exchangeable Debentures on terms and conditions (including maximum offer price) reasonably acceptable to GCI Liberty.
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