Notice of Application to Acquire a Controlling Interest
The Regulatory Commission of Alaska (Commission) gives notice that on May 11, 2017, GCI Merger Sub, Inc., a Delaware corporation, and General Communications, Inc. (GCI), an Alaska corporation, to be reorganized as GCI Liberty, Inc. filed an application to acquire a controlling interest in GCI Cable, Inc. (GCICI). GCICI is authorized to provide cable television service under Certificates of Public Convenience and Necessity (CPCN) No. 143 (Sitka); No. 144 (Ketchikan); No. 156 (Juneau); No. 157 (Cordova); No. 158 (Wrangell/Petersburg); No. 164 (Nome); No. 168 (Kodiak); No. 191 (Valdez); No. 245 (Kotzebue); No. 246 (Bethel); No. 252 (Fairbanks); No. 261 (Anchorage, Palmer, Wasilla); No. 287 (Kenai/Soldotna); No. 367 (Seward); No. 378 (Ruby, Tanana, Whittier); and No. 401 (Homer). Docket No. U-17-032 was opened to address this matter.
GCI states that the proposed transaction is one in which the former holders of Liberty Interactive Corporation’s (LIC) Liberty Ventures common stock ultimately would, through a series of steps, acquire control of GCI through a reorganization in which certain Liberty Ventures Group assets and liabilities will be transferred to GCI in exchange for newly issued shares of reclassified Class A Common Stock and reclassified Class B Common Stock of GCI. In addition, in the course of the reorganization, GCI will be renamed “GCI Liberty.” Upon consummation of the proposed transaction, the former holders of LIC’s Liberty Ventures common stock will hold approximately 77 percent of the undiluted equity interests and 84 percent of the undiluted voting interests of GCI Liberty, and the former shareholders of GCI will own approximately 23 percent of the undiluted equity and 16 percent of the undiluted voting interests in GCI Liberty.
GCI further declares that GCI’s communications operating businesses will continue to operate as indirect, wholly-owned subsidiaries of GCI Liberty. G CI’s leadership team, brand, operations, and products and services for its operating companies will not change as a result of the proposed transaction, nor will its Alaska-based focus. GCI Holdings will remain headquartered in Anchorage. GCI Holdings and its subsidiaries will be the primary operating assets in GCI Liberty’s portfolio of assets.
Finally, GCI adds that the proposed transaction therefore involves a change of control as to the ultimate parent of GCICC but does not include the transfer or consolidation of any of GCICC’s facilities or plant in Alaska used to provide cable television service to subscribers.
The Commission has not assessed the completeness of the application. The Commission may determine whether the application is complete by June 2, 2017.
You may obtain information about this application by contacting either Mark Moderow, GCI Senior Counsel, at 2550 Denali Street, Suite 100, Anchorage AK 99503; phone: (907) 868-5600, or Michael S. McLaughlin, Guess & Rudd P.C., Attorneys for LIC at 1029 West Third Avenue, Suite 400, Anchorage, AK 99501; phone: (907) 793-2200. The complete filing is also available for inspection at the Commission’s office at 701 West 8th Avenue, Suite 300, Anchorage, AK 99501; phone: (907) 276-6222, or may be viewed at the Commission’s website at http://rca.alaska.gov by typing Docket No. “U-17-032” in the Find a Matter search box.
To comment on this filing, please file your comments by 5:00 p.m., June 19, 2017, at the Commission’s address given above or via our website at:
https://rca.alaska.gov/RCAWeb/WhatsNew/PublicNoticesComments.aspx
Please reference Docket No. U-17-032 and include a statement that you have filed a copy of the comments with GCI at its address given above.
Individuals or groups of people with disabilities, who require special accommodations, auxiliary aids or service, or alternative communication formats, please contact Joyce McGowan at (907) 276-6222, toll-free at 1-800-390-2782, TTY (907) 276-4533 or send a request via electronic mail to rca.mail@alaska.gov by June 12, 2017.
DATED at Anchorage, Alaska, this 19th day of May, 2017.
REGULATORY COMMISSION OF ALASKA
Steven J. Kramer
Common Carrier Section Manager