As filed with the Securities and Exchange Commission on March 8, 2018
Registration No. 333-219619
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 3
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GCI Liberty, Inc.
(Exact name of registrant as specified in its charter)
Alaska |
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4813 |
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92-0072737 |
2550 Denali Street
Suite 1000
Anchorage, Alaska 99503
(907) 868-5600
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Tina Pidgeon, Esq.
General Counsel
GCI Liberty, Inc.
2550 Denali Street
Suite 1000
Anchorage, Alaska 99503
(907) 868-5600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Steven D. Miller, Esq. |
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Richard N. Baer, Esq. |
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Renee L. Wilm, Esq. |
Approximate date of commencement of the proposed sale of the securities to the public:
As soon as practicable upon the conditions to completion of the applicable transactions described in the enclosed document have been satisfied or waived, as applicable.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x Registration No. 333-219619
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
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Accelerated filer x |
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Non-accelerated filer o |
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Smaller reporting company o Emerging growth companyo |
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 7(a)(2)(B) of the Securities Act. o
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o
Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) o
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 to Form S-4 amends the Registration Statement on Form S-4 of GCI Liberty, Inc. (formerly known as General Communication, Inc.), an Alaska corporation (the Registrant) (Registration No. 333-219619), as amended prior to the date hereto (the Registration Statement), which was declared effective by the Securities and Exchange Commission (the SEC) on December 28, 2017.
On March 8, 2018, at approximately 4:01 p.m., New York City time, subject to the satisfaction (or waiver, if applicable or permitted) of the conditions thereto, the Registrant will file a Current Report on Form 8-K with the SEC to effect the automatic conversion of the Registrants common stock in accordance with the Registrants amended and restated articles of incorporation. As a result, upon the acceptance time set forth in the accession notice for such Current Report on Form 8-K, each outstanding share of the Registrants Class A-1 common stock, no par value, and Class B-1 common stock, no par value, will convert into (i) 0.63 of a share of the Registrants Class A common stock, no par value, and (ii) 0.2 of a share of the Registrants Series A Cumulative Redeemable Preferred Stock.
This Post-Effective Amendment No. 3 is being filed for the sole purpose of (i) replacing Exhibit 8.2: Form of Opinion of Sherman & Howard L.L.C. regarding certain tax matters, previously filed with the Registration Statement, with a final, executed version of Exhibit 8.2 and (ii) updating Item 21 of Part II of the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the replacement of such exhibit.
Item 21. Exhibits and Financial Statement Schedules
99.3 |
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99.4 |
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* An executed opinion will be delivered in connection with the completion of the split-off of the Registrant from Liberty Interactive and will be filed as an exhibit to a post-effective amendment to this Registration Statement.
** Previously filed
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Anchorage, Alaska, on March 8, 2018.
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GCI Liberty, Inc. | |
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By: |
/s/ Peter J. Pounds |
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Name: Peter J. Pounds |
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Title: Senior Vice President, Chief Financial Officer and Secretary |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
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Chairman of the Board and Director |
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Stephen M. Brett |
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Chief Executive Officer and Director (Principal Executive Officer) |
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Ronald A. Duncan |
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Director |
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Bridget L. Baker |
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Director |
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Jerry A. Edgerton |
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Director |
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Scott M. Fisher |
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Director |
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William P. Glasgow |
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Director |
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Mark W. Kroloff |
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Director |
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Stephen R. Mooney |
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Director |
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James M. Schneider |
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Director |
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Eric L. Zinterhofer |
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/s/ Peter J. Pounds |
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Senior Vice President, Chief Financial Officer and Secretary |
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Peter J. Pounds |
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(Principal Financial Officer) |
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March 8, 2018 |
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Vice President and Chief Accounting Officer (Principal Accounting Officer) |
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Lynda L. Tarbath |
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By: |
/s/ Peter J. Pounds |
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Peter J. Pounds |
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March 8, 2018 |
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Attorney-in-fact |
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