Liberty Ventures (NasdaqGS:LVNT.A) entered into a definitive agreement to acquire General Communication, Inc. (NasdaqGS:GNCM.A) (‘GCI’) for $1.2 billion on April 4, 2017. Under the terms, GCI Class A common stock and GCI Class B common stock (collectively, the old GCI common stock) will be converted into (i) 0.63 of a share of GCI Liberty Class A common stock and (ii) 0.20 of a share of new GCI Liberty Series A cumulative redeemable preferred stock (GCI Liberty preferred stock) in exchange for each share of their old GCI common stock. The exchange ratios were determined based on total consideration of $32.5 per share in respect of each share of Old GCI common stock, comprised of $27.5 per share in GCI Liberty Class A common stock and $5 per share in newly issued GCI Liberty preferred stock. Options to purchase shares of GCI common stock will be converted into options to purchase shares of reclassified GCI Class A common stock, shares of restricted GCI common stock will be converted into shares of restricted reclassified GCI Class A common stock and restricted GCI preferred stock and stock appreciation rights will terminate and Searchlight will receive a cash payment in settlement of the stock appreciation rights. Post-Closing, Former GCI shareholders will hold 23% of equity of GCI Liberty. Liberty Interactive, parent entity of Liberty Ventures, and GCI are each subject to a "no-shop" restriction that limits each party's ability to solicit alternative acquisition proposals. Following the transaction, Liberty Interactive, intends to undertake a tax-free split-off of GCI Liberty. Pursuant to the transaction, name of GCI will be changed to GCI Liberty, Inc. In case of the termination of the agreement, GCI will pay Liberty a termination fee of $40 million and Liberty will pay GCI a termination fee of $65 million. Donne Fisher, former Chairman of the Board of GCI, and Ron Duncan, GCI’s President and Chief Executive Officer, will join GCI Liberty Board of Directors. GCI will remain a freestanding operation within GCI Liberty and its headquarters, leadership team, brand, operations and products and services will not change as a result of the transaction. The transaction is subject to regulatory approval including Federal Communications Commission and the Regulatory Commission of Alaska, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, approval by 2/3 of the outstanding voting power of GCI, approval by a majority of the outstanding voting power of the Liberty Ventures common stock, shares of GCI Liberty Class A common stock, GCI Liberty Class B common stock and GCI Liberty preferred stock issuable shall be authorized for listing on the Nasdaq Stock Market LLC. A special committee of the GCI Board, comprised entirely of independent and disinterested directors, unanimously determined that the transaction is in the best interests of GCI and its shareholders. As of June 7, 2017, FTC granted the early termination notice. As of July 6, 2017, the transaction is expected to be completed later in 2017. As of November 2, 2017, the deal is expected to close by the first quarter of 2018. As of November 8, 2017, the transaction received requisite Federal Communications Commission and Alaskan regulatory approvals. As of February 2, 2018, the transaction was approved by shareholders of both Liberty Ventures and GCI. As of February 20, 2018, GCI Liberty received notice from the Commissioner of the Department of Commerce, Community and Economic Development of the State of Alaska that its amended and restated articles of incorporation were accepted for filing. As of February 26, 2018, the transaction is expected to close on March 9, 2018. As of March 8, 2018, the condition of authorization for listing of GCI Liberty Class B Common Stock and GCI Liberty Preferred Stock on the Nasdaq Stock Market LLC was waived off. JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisor and Renee Wilm, Buzz McGrath, Bob Murray, Jonathan Gordon, Terence Rozier-Byrd, Brittany Uthoff, Justin Blass, Okeoma Moronu, Rachel Ratcliffe, Kathryn Betts, Allison Miller, Steven Schwartz, Tamar Stanley, Scott Langley, Christopher Morales, Peter Farrell, Paul Cuomo, Michael Bodosky, Matt Adler, Rob Folwer, Stephanie Jeane, Jon Finelli of Baker Botts LLP acted as legal advisors for Liberty Interactive. Al Garner, Eric Medow, Ajay Yadav and Garrett Baker of Lazard Ltd (NYSE:LAZ) acted as financial advisors to the special committee of the GCI Board. Lazard will be paid an advisory fee of $15 million. Steven D. Miller and Jeffrey R. Kesselman of Sherman & Howard L.L.C. acted as legal advisors to GCI. D.F. King & Co., Inc. acted as information agent for Liberty Interactive and GCI. GCI will pay an advisory fee of $7,500 to D.F. King & Co. Computershare Trust Company, NA acted as registrar and transfer agent for Liberty Interactive. Computershare Investor Services acted as information agent for Liberty Interactive. David Rievman, William Alexander and Michael Hoffman of Skadden, Arps acted as legal advisor to Liberty Corporation. Aaron Dixon of Alston & Bird LLP advised SunTrust Robinson Humphrey as financial advisor to GCI.