SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 26, 2018
LIBERTY INTERACTIVE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
001-33982 |
84-1288730 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (720) 875-5300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01. Regulation FD Disclosure.
On February 26, 2018, Liberty Interactive Corporation (the “Company”) announced that Greg Maffei, President and CEO of the Company, will be presenting at the Deutsche Bank Media, Telecom and Business Services Conference, on Monday, March 5th at 4:20 p.m., E.S.T. at the Breakers Hotel in Palm Beach, FL. During his presentation, Mr. Maffei may make observations regarding the Company's financial performance and outlook, as well as other forward looking matters including the proposed acquisition of GCI Liberty, Inc. (formerly known as General Communication, Inc. (“GCI Liberty”)) by the Company, its combination with Liberty Ventures Group and the subsequent split-off (the “Split-Off”) of the Company’s interest in the combined company.
On February 26, 2018, the Company announced that it intends to complete the proposed Split-Off of GCI Liberty through the redemption of shares of its Liberty Ventures common stock in exchange for shares of GCI Liberty’s common stock at 4:01 p.m., New York City time, on Friday, March 9, 2018 (such date and time, the “Redemption Date”), subject to the satisfaction or waiver (if applicable or permitted) of the conditions to the Split-Off. The Split-Off is described in more detail in the joint proxy statement/prospectus relating to the proposed transactions between the Company and GCI Liberty.
This Current Report on Form 8-K and the press releases attached hereto as Exhibit 99.1 and Exhibit 99.2 are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated February 26, 2018, regarding Mr. Maffei’s presentation. |
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99.2 |
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 27, 2018
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LIBERTY INTERACTIVE CORPORATION |
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By: |
/s/ Wade Haufschild |
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Name: Wade Haufschild |
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Title: Vice President |
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Exhibit 99.1
February 26, 2018
Liberty Interactive Corporation to Present at Deutsche Bank Media, Telecom & Business Services Conference
ENGLEWOOD, Colo.--(BUSINESS WIRE) -- Liberty Interactive Corporation (“Liberty Interactive”) (Nasdaq: QVCA, QVCB, LVNTA, LVNTB) announced Greg Maffei, President and CEO of Liberty Interactive Corporation, will be presenting at the Deutsche Bank Media, Telecom and Business Services Conference, on Monday, March 5th at 4:20 p.m., E.S.T. at the Breakers Hotel in Palm Beach, FL. During his presentation, Mr. Maffei may make observations regarding the company's financial performance and outlook, as well as other forward looking matters including the proposed acquisition of General Communication, Inc. by Liberty Interactive, its combination with Liberty Ventures Group and the subsequent split-off of Liberty Interactive’s interest in the combined company.
The presentations will be broadcast live via the Internet. All interested persons should visit the Liberty Interactive Corporation website at http://www.libertyinteractive.com/events to register for the webcasts. An archive of the webcasts will also be available on this website for one year after appropriate filings have been made with the SEC.
About Liberty Interactive Corporation
Liberty Interactive Corporation operates and owns interests in a broad range of digital commerce businesses. Those businesses are currently attributed to two tracking stock groups: the QVC Group and the Liberty Ventures Group. The businesses and assets attributed to the QVC Group (Nasdaq: QVCA, QVCB) consist of Liberty Interactive Corporation's subsidiaries, QVC, Inc., HSN, Inc. and zulily, llc, and the businesses and assets attributed to the Liberty Ventures Group (Nasdaq: LVNTA, LVNTB) consist of all of Liberty Interactive Corporation's businesses and assets other than those attributed to the QVC Group, including its interests in Liberty Broadband Corporation and FTD, Liberty Interactive Corporation’s subsidiary Evite, and minority interests in ILG, Lending Tree and Charter Communications.
Liberty Interactive Corporation
Courtnee Chun, 720-875-5420
Source: Liberty Interactive Corporation
Exhibit 99.2
February 26, 2018
Liberty Interactive Corporation Announces Redemption Date for Split-Off of GCI Liberty, Inc.
ENGLEWOOD, Colo.—(BUSINESS WIRE)—Liberty Interactive Corporation (Nasdaq: QVCA, QVCB, LVNTA, LVNTB) (“LIC”) announced today that it intends to complete the proposed split-off (the “Split-Off”) of GCI Liberty, Inc. (“GCI Liberty”) through the redemption of shares of its Liberty Ventures common stock in exchange for shares of GCI Liberty’s common stock at 4:01 p.m., New York City time, on Friday, March 9, 2018 (such date and time, the “Redemption Date”), subject to the satisfaction or waiver (if applicable or permitted) of the conditions to the Split-Off.
Prior to the Split-Off, LIC will contribute to GCI Liberty certain assets and liabilities attributed to its Liberty Ventures Group in exchange for, together with certain other consideration, newly-issued shares of GCI Liberty’s Class A common stock (“GLIBA”) and Class B common stock (“GLIBB”), representing a controlling interest in GCI Liberty, upon which, GCI Liberty will become a subsidiary of LIC (the “contribution”). Additionally, prior to the Split-Off, LIC will reattribute certain assets and liabilities from the Liberty Ventures Group to the QVC Group, as described in the joint proxy statement/prospectus relating to the proposed transactions between LIC and GCI Liberty. The final valuations of assets and liabilities to be reattributed will be provided after closing.
On the Redemption Date, LIC will redeem (i) each outstanding share of its Series A Liberty Ventures common stock (“LVNTA”) for one share of GLIBA and (ii) each outstanding share of its Series B Liberty Ventures common stock (“LVNTB”) for one share of GLIBB, such that all shares of GLIBA and GLIBB received in connection with the contribution will be distributed by LIC to holders of LVNTA and LVNTB, respectively. As a result, GCI Liberty and LIC will be separate publicly traded companies, and GCI Liberty is expected to trade on the Nasdaq Global Select Market under the symbols “GLIBA/B/P” beginning on March 12, 2018.
Following the completion of the Split-Off, LIC intends to delist LVNTA and LVNTB, and as a result, such securities would cease to be traded on the NASDAQ Global Select Market. Former Liberty Ventures stockholders are expected to hold approximately 79% of the common equity of GCI Liberty and an approximate 83% voting interest in GCI Liberty based on shares outstanding as of December 4, 2017.
For instructions as to how to surrender shares of LIC’s Liberty Ventures common stock for redemption in the Split-Off, please see “Information Regarding the Surrender and Redemption of Liberty Ventures Shares in the Split-Off” below.
The Split-Off is described in more detail in the joint proxy statement/prospectus relating to the proposed transactions between LIC and GCI Liberty.
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 LIC and GCI Liberty, the trading of GCI Liberty’s capital stock and LIC’s common stock and the delisting of LVNTA and LVNTB. 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 press release, and LIC expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in LIC’s 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 LIC, including its most recent Forms 10-K and 10-Q, for additional information about LIC and about the risks and uncertainties related to its business which may affect the statements made in this press release.
About Liberty Interactive Corporation
Liberty Interactive Corporation operates and owns interests in a broad range of digital commerce businesses. Those businesses are currently attributed to two tracking stock groups: the QVC Group and the Liberty Ventures Group. The businesses and assets attributed to the QVC Group (Nasdaq: QVCA, QVCB) consist of LIC’s subsidiaries, QVC, Inc., HSN, Inc. and zulily, llc, and the businesses and assets attributed to the Liberty Ventures Group (Nasdaq: LVNTA, LVNTB) consist of all of LIC’s businesses and assets other than those attributed to the QVC Group, including its subsidiary Evite and interests in Liberty Broadband Corporation, FTD, Lending Tree, ILG and Charter Communications.
Information Regarding the Surrender and Redemption of Liberty Ventures Shares in the Split-Off
Holders of certificated shares of LIC’s Liberty Ventures 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 LIC’s Liberty Ventures common stock for shares of the applicable class of GCI Liberty’s common 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’s common stock. A holder that properly surrenders its certificates will receive shares of GCI Liberty’s common 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 shares of LIC’s Liberty Ventures common stock in book-entry form will not need to take any action to receive shares of GCI Liberty’s common stock in the Split-Off. Rather, a holder’s account will be debited and promptly thereafter credited with the applicable shares deliverable to such holder in connection with the Split-Off. No letter of transmittal will be delivered for shares of LIC's Liberty Ventures common stock held in book-entry form.
Liberty Interactive Corporation
Courtnee Chun, 720-875-5420
Source: Liberty Interactive Corporation