Liberty Interactive
Liberty Interactive Corp (Form: PREM14A, Received: 08/02/2017 06:03:53)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 4)

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

ý

 

Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

Liberty Interactive Corporation

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1)

 

Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
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Fee paid previously with preliminary materials.

ý

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        $742,316
 
    (2)   Form, Schedule or Registration Statement No.:
        Registration Statement on Form S-4 (File No. 333-219619)
 
    (3)   Filing Party:
        General Communication, Inc.
 
    (4)   Date Filed:
        August 1, 2017
 

 


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Information in this joint proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this joint proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or solicitation is not permitted.

Subject to completion, dated August 1, 2017

LOGO   LOGO

TRANSACTION PROPOSALS—YOUR VOTE IS VERY IMPORTANT

           Dear Stockholders of General Communication, Inc. and Liberty Interactive Corporation:

           General Communication, Inc. ( GCI ), Liberty Interactive Corporation ( Liberty Interactive ) and Liberty Interactive LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Liberty Interactive ( Liberty LLC ), have entered into an Agreement and Plan of Reorganization, dated as of April 4, 2017 (as may be amended from time to time, the reorganization agreement ), whereby Liberty Interactive will acquire GCI through a reorganization in which certain assets and liabilities attributed to Liberty Interactive's Ventures Group ( Ventures Group ) will be contributed to GCI Liberty in exchange for a controlling interest in GCI Liberty. Pursuant to the reorganization agreement, (i) GCI will effect the reclassification of its capital stock as described in this joint proxy statement/prospectus by amending and restating its articles of incorporation (as so amended and restated, the restated GCI Liberty articles ) (the reclassification ), (ii) following the reclassification, GCI will effect the automatic conversion of its capital stock in accordance with the terms of the restated GCI Liberty articles (the auto conversion ), (iii) following the auto conversion, Liberty Interactive and Liberty LLC will contribute certain assets and liabilities attributed to Ventures Group to GCI in exchange for a controlling interest in GCI (the contribution ) and (iv) following the contribution, Liberty Interactive will effect the split-off of its interest in the combined company, which will be named "GCI Liberty, Inc." ( GCI Liberty ), to the holders of Liberty Ventures common stock in full redemption of all outstanding shares of such stock (the split-off , and together with the reclassification, the auto conversion and the contribution, the Transactions ).

           As a result of the Transactions, holders of GCI Class A Common Stock and GCI Class B Common Stock (collectively, the Old GCI Common Stock) each will receive (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 GCI common stock. The exchange ratios were determined based on total consideration of $32.50 per share in respect of each share of Old GCI Common Stock, comprised of $27.50 per share in GCI Liberty Class A Common Stock and $5.00 per share in newly issued GCI Liberty Preferred Stock, based upon a Liberty Ventures reference price of $43.65 (with no premium paid for shares of GCI Class B Common Stock) and an initial liquidation price of $25.00 per share of GCI Liberty Preferred Stock. The GCI Liberty Preferred Stock will accrue dividends at an initial rate of 5% per annum (which would increase to 7% in connection with a future reincorporation of GCI Liberty in Delaware) and will be redeemable upon the 21st anniversary of the auto conversion.

           Upon the satisfaction of the conditions set forth in the reorganization agreement, following the contribution, Liberty Interactive will redeem (the redemption ) (i) each outstanding share of Series A Liberty Ventures common stock, $0.01 par value ( LVNTA ), for one share of GCI Liberty Class A Common Stock and (ii) each outstanding share of Series B Liberty Ventures common stock, $0.01 par value ( LVNTB ), for one share of GCI Liberty Class B Common Stock, such that all shares of GCI Liberty Class A Common Stock and GCI Liberty Class B Common Stock received by Liberty LLC in connection with the contribution will be distributed by Liberty Interactive to holders of LVNTA and LVNTB, respectively, and GCI Liberty and Liberty Interactive will be separate publicly traded companies.

           Shares of GCI Class A Common Stock, LVNTA and LVNTB are listed on the NASDAQ Global Select Market under the symbols "GNCMA," "LVNTA," and "LVNTB," respectively. Shares of GCI Class B Common Stock are eligible for quotation on the OTC Markets. It is a condition to the completion of the Transactions that the shares of GCI Liberty Class A Common Stock, GCI Liberty Class B Common Stock and GCI Liberty Preferred Stock issuable in connection with the Transactions be authorized for listing on the Nasdaq Stock Market LLC ( NASDAQ ), subject to official notice of issuance. If the GCI Liberty Class B Common Stock is not eligible for listing on NASDAQ, Liberty Interactive and GCI have agreed to cause the GCI Liberty Class B Common Stock to be quoted on the OTC markets.

           Each of GCI and Liberty Interactive will be holding a special meeting for its respective stockholders to vote on certain matters in connection with the Transactions.

           GCI shareholders are cordially invited to attend a special meeting of GCI shareholders to be held on [     ·     ], 2017, at the corporate offices of GCI, 2500 Denali Street Suite 1000, Anchorage, Alaska 99503, Alaska, at [     ·     ] [a.m. / p.m.], local time. GCI is holding its special meeting of shareholders in order to obtain the shareholder approval necessary to approve: the adoption of the reorganization agreement and the Transactions (the reorganization agreement proposal ), the adoption of the restated GCI Liberty articles (the restated GCI Liberty articles proposal ), the issuance of shares of GCI Liberty Class A Common Stock and GCI Liberty Class B Common Stock to Liberty LLC in connection with the contribution (the share issuance proposal ), and the compensation that may be paid or become payable to the named executive officers of GCI in connection with the Transactions (the GCI compensation proposal ).

           Liberty Interactive stockholders are cordially invited to attend a special meeting of Liberty Interactive stockholders to be held on [     ·     ], 2017, located at the corporate offices of Liberty Interactive, 12300 Liberty Boulevard, Englewood, Colorado 80112, telephone (720) 875-5300, at [     ·     ] [a.m. / p.m.], local time. Liberty Interactive is holding its special meeting of stockholders in order to obtain the stockholder approval necessary to complete the redemption (the redemption proposal ).

           The approval of each of the reorganization agreement proposal, the restated GCI Liberty articles proposal, the share issuance proposal and the redemption proposal is a condition to the completion of the Transactions. The approval of the GCI compensation proposal is not a condition to the completion of the Transactions.

           The GCI board of directors unanimously recommends that GCI shareholders vote " FOR " each of the reorganization agreement proposal, the restated GCI Liberty articles proposal, the share issuance proposal and the GCI compensation proposal.

           The Liberty Interactive board of directors unanimously recommends that Liberty Interactive stockholders vote " FOR " the redemption proposal.

            Your vote is important, regardless of the number of shares you own. Whether or not you plan to attend the special meeting of GCI shareholders or Liberty Interactive stockholders, please vote as soon as possible to make sure that your shares are represented.

            Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

            Investing in the securities of GCI Liberty involves risk. See "Risk Factors" on page 41.

           Thank you for your cooperation and we look forward to the successful completion of the Transactions.

Very truly yours,   Very truly yours,

Ronald A. Duncan
President and Chief Executive Officer

 

Gregory B. Maffei
President and Chief Executive Officer

            The accompanying joint proxy statement/prospectus is dated [     ·     ], 2017 and is first being mailed to the stockholders of record as of 5:00 p.m., New York City time, on [     ·     ], 2017.

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LOGO

GENERAL COMMUNICATION, INC.

2550 Denali Street
Suite 1000
Anchorage, Alaska 99503
(907) 868-5600

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
to be Held on [    
·     ], 2017

Dear Shareholders of General Communication, Inc.:

         NOTICE IS HEREBY GIVEN of the special meeting of shareholders of General Communication, Inc. ( GCI ) to be held at [     ·     ] [a.m. / p.m.], local time, on [     ·     ] , 2017, at the corporate offices of GCI, 2500 Denali Street Suite 1000, Anchorage, Alaska 99503, telephone (907) 868-5600, to consider and vote on the following proposals:

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         The approval of the reorganization agreement proposal, the restated GCI Liberty articles proposal and the share issuance proposal are conditions to the completion of the Transactions with Liberty Interactive, which are described in further detail in the accompanying joint proxy statement/prospectus. The Transactions will not be completed without receipt of each of these approvals; however, approval of the GCI compensation proposal or GCI adjournment proposal are not conditions to the completion of the Transactions.

        GCI will transact no other business at the special meeting except such business as may be properly be brought before the special meeting or any adjournment or postponement thereof and included in the notice of such special meeting or any adjournment or postponement thereof.

        Holders of record of Old GCI Common Stock outstanding as of 5:00 p.m., New York City time, on [     ·     ] , 2017, the record date for the special meeting, will be entitled to notice of the special meeting and to vote on the GCI proposals at the special meeting or any adjournment or postponement thereof.

        The reorganization agreement proposal and restated GCI Liberty articles proposal require the approval of (i) the holders of at least a majority of the outstanding aggregate voting power of the GCI

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Class A Common Stock and GCI Class B Common Stock voting together as a single class, (ii) the holders of at least a majority of the outstanding voting power of GCI Class A Common Stock voting separately as a single class and (iii) the holders of at least a majority of the outstanding voting power of the GCI Class B Common Stock voting separately as a single class.

        The share issuance proposal requires the affirmative vote of the holders of a majority of the outstanding aggregate voting power of the shares of GCI Class A Common Stock and GCI Class B Common Stock voting together as a single class.

        The GCI compensation proposal and the GCI adjournment proposal each require the affirmative vote of the holders of a majority of the outstanding aggregate voting power of the shares of Old GCI Common Stock voting together as a single class, that are present in person or represented by proxy at the GCI special meeting and entitled to vote thereon, assuming a quorum is present.

        The GCI board of directors has carefully considered and unanimously approved each of the GCI proposals and recommends that the holders of GCI Class A Common Stock and GCI Class B Common Stock entitled to vote at the special meeting vote " FOR " each of the GCI proposals.

        A list of shareholders entitled to vote at the special meeting will be available at GCI's offices in Anchorage, Alaska, for review by its shareholders for any purpose germane to the special meeting for at least 20 days prior to the special meeting.

        Votes may be cast in person or by proxy at the special meeting or prior to the meeting by telephone or through the Internet.

        YOUR VOTE IS IMPORTANT.     Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the special meeting.

  By Order of the Board of Directors,

 

Tina Pidgeon
Senior Vice President, Chief Compliance Officer, General Counsel and Government Affairs

[     ·     ], 2017
Anchorage, Alaska

         WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING, PLEASE VOTE PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD.

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LIBERTY INTERACTIVE CORPORATION
12300 Liberty Blvd.
Englewood, Colorado 80112
(720) 875-5300



NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be Held on [    
·     ], 2017

         NOTICE IS HEREBY GIVEN of the special meeting of stockholders of Liberty Interactive Corporation ( Liberty Interactive ) to be held at [     ·     ] [a.m. / p.m.], local time, on [     ·     ] , 2017, at the corporate offices of Liberty Interactive, 12300 Liberty Boulevard, Englewood, Colorado 80112, telephone (720) 875-5300, to consider and vote on the following proposals:

         The approval of the redemption proposal is a condition to the completion of the Transactions with GCI, which are described in further detail in the accompanying joint proxy statement/prospectus. No Liberty Interactive proposal is conditioned on the approval of any other proposal.

        Liberty Interactive will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof and included in the notice of such special meeting or any adjournment or postponement thereof.

        Holders of record of LVNTA and LVNTB, in each case, outstanding as of 5:00 p.m., New York City time, on [     ·     ] , 2017, the record date for the special meeting, will be entitled to notice of the special meeting and to vote on the Liberty Interactive proposals at the special meeting or any adjournment or postponement thereof. Holders of record of Liberty Interactive's Series A QVC Group common stock, par value $0.01 per share, and Series B QVC Group common stock, par value $0.01 per share, are not being asked to vote on the Liberty Interactive proposals, and thus will not be entitled to notice of the special meeting or to vote at the special meeting or any adjournment or postponement thereof. Liberty Interactive's restated certificate of incorporation does not require the approval of the holders of the QVC Group common stock to complete the redemption.

        Each of the Liberty Interactive proposals described above requires the approval of a majority of the aggregate voting power of the shares of LVNTA and LVNTB, outstanding on the record date, that are present in person or by proxy and entitled to vote at the special meeting, voting together as a separate class.

        The Liberty Interactive board of directors has carefully considered and unanimously approved each of the Liberty Interactive proposals and recommends that the holders of Liberty Ventures common stock entitled to vote at the special meeting vote " FOR " each of the Liberty Interactive proposals.

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        A list of stockholders entitled to vote at the special meeting will be available at Liberty Interactive's offices in Englewood, Colorado, for review by its stockholders for any purpose germane to the special meeting for at least 10 days prior to the special meeting.

        Votes may be cast in person or by proxy at the special meeting or prior to the meeting by telephone or through the Internet.

        YOUR VOTE IS IMPORTANT.     Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the special meeting.

    By order of the Board of Directors,

 

 

Pamela L. Coe
Senior Vice President, Deputy General Counsel and Secretary

Englewood, Colorado
[    
·     ], 2017

         WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING, PLEASE VOTE PROMPTLY VIA TELEPHONE OR ELECTRONICALLY VIA THE INTERNET. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD.

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ADDITIONAL INFORMATION

        This joint proxy statement/prospectus incorporates important business and financial information from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain those documents incorporated by reference in this joint proxy statement/prospectus or other information about the companies that is filed with the Securities and Exchange Commission (the SEC ) under the Securities Exchange Act of 1934, as amended (the Exchange Act ), by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

General Communication, Inc.
2550 Denali Street
Suite 1000
Anchorage, Alaska 99503
(907) 868-5600
Attn.: Bryan Fick
  Liberty Interactive Corporation
12300 Liberty Blvd.
Englewood, Colorado 80112
(720) 875-5300
Attn.: Investor Relations

or

 

or

LOGO

48 Wall Street
New York, New York 10005
Banks and brokers may call: 212-269-5550
Stockholders may call toll free: 800-290-6431
forestar@dfking.com

 

LOGO

48 Wall Street
New York, New York 10005
Banks and brokers may call: 212-269-5550
Stockholders may call toll free: 800-290-6431
forestar@dfking.com

        Investors may also consult the websites of GCI or Liberty Interactive for more information concerning the Transactions described in this joint proxy statement/prospectus. The website of GCI is www.gci.com and the website of Liberty Interactive is www.libertyinteractive.com. Information included on these websites is not incorporated by reference into this joint proxy statement/prospectus.

         If you would like to request any documents, please do so at least five business days before the applicable special meeting, in order to receive them before the special meeting(s).

        For more information, see "Additional Information—Where You Can Find More Information."

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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

        This joint proxy statement/prospectus, which forms a part of the registration statement on Form S-4 filed with the SEC by General Communication, Inc. (File No. 333-[     ·     ]), constitutes a prospectus of GCI under Section 5 of the Securities Act of 1933, as amended (the Securities Act ), with respect to the shares of GCI Liberty Class A-1 Common Stock and GCI Liberty Class B-1 Common Stock to be issued to the shareholders of GCI Liberty, Inc. in the reclassification, the shares of GCI Liberty Class A Common Stock and GCI Liberty Preferred Stock to be issued to the shareholders of GCI Liberty, Inc. in the auto conversion and the shares of GCI Liberty Class A Common Stock and GCI Liberty Class B Common Stock to be issued to Liberty LLC in the contribution. This document also constitutes a joint proxy statement of Liberty Interactive and GCI under Section 14(a) of the Exchange Act. It also constitutes a notice of meeting with respect to the special meeting of GCI shareholders and a notice of meeting with respect to the special meeting of Liberty Interactive stockholders, at which GCI shareholders and Liberty Interactive stockholders, respectively, will be asked to vote upon certain proposals to approve the Transactions and other related matters.

        You should rely only on the information contained or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [     ·     ], 2017. You should not assume that the information contained in, or incorporated by reference into, this joint proxy statement/prospectus is accurate as of any date other than the date on the front cover of those documents. Neither GCI's nor Liberty Interactive's mailing of this joint proxy statement/prospectus to GCI shareholders or Liberty Interactive stockholders, respectively, nor the issuance of shares of GCI Liberty Class A-1 Common Stock, GCI Liberty Class B-1 Common Stock, GCI Liberty Class A Common Stock, GCI Liberty Class B Common Stock and GCI Liberty Preferred Stock in connection with the Transactions will create any implication to the contrary.

         This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding GCI has been provided by GCI, and information contained in this joint proxy statement/prospectus regarding Liberty Interactive has been provided by Liberty Interactive.

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TABLE OF CONTENTS

 
  Page  

QUESTIONS AND ANSWERS

    1  

SUMMARY

    28  

The Companies

    28  

The Transactions

    29  

SELECTED FINANCIAL DATA OF GCI AND LIBERTY INTERACTIVE

    31  

Selected Historical Financial Data of GCI

    31  

Selected Historical Financial Data of Liberty Interactive

    32  

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF GCI LIBERTY

    35  

EQUIVALENT AND COMPARATIVE PER SHARE INFORMATION

    37  

Liberty Ventures Common Stock Historical Per Share Data

    37  

Old GCI Common Stock Historical Per Share Data

    37  

GCI Liberty Common Stock Pro Forma Per Share Data

    37  

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

    38  

Liberty Interactive Market Price

    38  

GCI Market Price

    39  

Dividends

    40  

RISK FACTORS

    41  

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

    71  

INFORMATION ABOUT THE TRANSACTIONS

    73  

Background of the Transactions

    73  

Background of the Split-Off

    83  

GCI's Purpose and Reasons for the Transactions and Other Proposals; Recommendation of the GCI Board; Fairness of the Transactions

    84  

Liberty Interactive's Purpose and Reasons for the Transactions; Recommendations of the Liberty Interactive Board

    90  

GCI Management's Unaudited Prospective Financial Information

    92  

Opinion of the Committee Financial Advisor

    96  

Interests of Certain Persons of Liberty Interactive in the Transactions

    106  

Interests of Certain Persons of GCI in the Transactions

    106  

Effect of the Transactions on Liberty Ventures Stockholders; What Liberty Ventures Stockholders Will Receive in the Transactions

    109  

Effect of the Transactions on GCI Shareholders; What GCI Shareholders Will Receive in the Transactions

    110  

Amount and Source of Funds and Financing of the Transactions; Expenses

    111  

Accounting Treatment

    111  

Regulatory Approvals

    112  

No Appraisal Rights or Dissenters' Rights

    114  

Exchange of Shares of Liberty Ventures Common Stock, Old GCI Common Stock and Reclassified GCI Liberty Common Stock

    114  

Listing of Shares

    115  

The Reorganization Agreement

    115  

Agreements with Stockholders of Liberty Interactive and Shareholders of GCI

    137  

THE GCI SPECIAL MEETING

    142  

Time, Place and Date

    142  

Purpose of the GCI Special Meeting

    142  

Recommendation of the GCI Board

    142  

GCI Record Date; Stock Entitled to Vote

    142  

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  Page  

Quorum

    143  

Required Vote

    143  

Shares Held in Street Name

    143  

Abstentions and Failures to Vote

    144  

Voting of Proxies

    144  

Revocability of Proxies or Voting Instructions

    144  

Solicitation of Proxies

    145  

GCI PROPOSALS

    146  

GCI Proposal 1: The Reorganization Agreement Proposal

    146  

GCI Proposal 2: The Restated GCI Liberty Articles Proposal

    146  

GCI Proposal 3: The Share Issuance Proposal

    147  

GCI Proposal 4: The GCI Compensation Proposal

    148  

GCI Proposal 5: The GCI Adjournment Proposal

    151  

THE LIBERTY INTERACTIVE SPECIAL MEETING

    152  

Time, Place and Date

    152  

Purpose of the Liberty Interactive Special Meeting

    152  

Quorum

    152  

Who May Vote

    152  

Votes Required

    152  

Votes You Have

    153  

Shares Outstanding

    153  

Number of Holders

    153  

Voting Procedures for Record Holders

    153  

Voting Procedures for Shares Held in Street Name

    154  

Revoking a Proxy

    154  

Solicitation of Proxies

    154  

LIBERTY INTERACTIVE PROPOSALS

    155  

Liberty Interactive Proposal 1: The Redemption Proposal

    155  

Liberty Interactive Proposal 2: The Liberty Interactive Adjournment Proposal

    155  

DESCRIPTION OF RECLASSIFIED GCI LIBERTY COMMON STOCK AND GCI LIBERTY CAPITAL STOCK

    157  

Shares Authorized

    157  

Reclassification

    157  

GCI Liberty Class A-1 Common Stock and GCI Liberty Class B-1 Common Stock

    157  

Mandatory Conversion Time

    157  

GCI Liberty Class A Common Stock, GCI Liberty Class B Common Stock, and GCI Liberty Class C Common Stock

    158  

Blank Check Preferred Stock

    160  

GCI Liberty Preferred Stock

    160  

Shareholder Action by Written Consent

    163  

Board of Directors

    163  

Limitation on Liability and Indemnification

    163  

Special Meetings of Shareholders

    163  

Advance Notice Provisions

    164  

Bylaw Amendments

    164  

Supermajority Voting Provisions

    165  

Alaska Takeover Bid Disclosure Act

    165  

COMPARISON OF SHAREHOLDERS' RIGHTS

    166  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTIONS

    193  

Treatment of the Reclassification

    194  

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  Page  

Treatment of the Auto Conversion

    194  

Treatment of the Split-Off

    195  

Ownership and Disposition of GCI Liberty Preferred Stock by U.S. Holders

    197  

Ownership and Disposition of GCI Liberty Preferred Stock by Non-U.S. Holders

    201  

DESCRIPTION OF CERTAIN INDEBTEDNESS

    204  

Exchangeable Senior Debentures

    204  

Senior Secured Credit Facility

    204  

2021 Senior Notes

    205  

2025 Senior Notes

    205  

Broadband Holdco Margin Loan

    206  

MANAGEMENT OF GCI LIBERTY

    208  

Directors

    208  

Executive Officers

    210  

Directors and Executive Officers

    211  

Director Independence

    212  

Board Composition

    212  

Committees of the Board

    212  

Compensation Committee Interlocks and Insider Participation

    212  

Pro Forma Security Ownership of Certain Beneficial Owners

    212  

Pro Forma Security Ownership of Management

    213  

EXECUTIVE COMPENSATION

    215  

Executive Officers of GCI Liberty

    215  

Directors of GCI Liberty

    215  

Equity Incentive Plans

    216  

Equity Compensation Plan Information

    216  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

    218  

Security Ownership of Certain Beneficial Owners—Liberty Interactive

    218  

Security Ownership of Management—Liberty Interactive

    219  

Change of Control

    223  

Security Ownership of Certain Beneficial Owners and Management—GCI

    223  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    227  

Relationships Between GCI Liberty and Liberty Interactive and/or Liberty Media Following the Transactions

    227  

GCI Related Party Agreements

    237  

ADDITIONAL INFORMATION

    240  

Legal Matters

    240  

Experts

    240  

Stockholder Proposals

    241  

Where You Can Find More Information

    241  

Index to Financial Statements

   
F-1
 

ANNEX A: AGREEMENT AND PLAN OF REORGANIZATION

   
A-1
 

ANNEX B: AMENDMENT NO. 1 TO REORGANIZATION AGREEMENT

    B-1  

ANNEX C: OPINION OF LAZARD

    C-1  

ANNEX D: FORM OF GCI RESTATED ARTICLES

    D-1  

ANNEX E: MALONE VOTING AGREEMENT

    E-1  

ANNEX F: STANTON VOTING AGREEMENT

    F-1  

ANNEX G: DUNCAN VOTING AGREEMENT

    G-1  

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QUESTIONS AND ANSWERS

         The questions and answers below highlight only selected information about the Liberty Interactive special meeting and the GCI special meeting, and how to vote your shares. You should read carefully the entire joint proxy statement/prospectus, including the Annexes and the additional documents incorporated by reference herein, to fully understand the proposals being considered at each special meeting.

Q:
Why am I receiving this document?

A:
This document is being delivered to you because you are a shareholder of General Communication, Inc., an Alaska corporation ( GCI, or following the amendment and restatement of its articles of incorporation, GCI Liberty ), a holder of Liberty Ventures Common Stock (as defined below) of Liberty Interactive Corporation, a Delaware corporation ( Liberty Interactive ), or a shareholder and stockholder of both. GCI is holding a special meeting of its shareholders (the GCI special meeting ) and Liberty Interactive is holding a special meeting of holders of its Series A Liberty Ventures common stock, par value $0.01 per share ( LVNTA ), and Series B Liberty Ventures common stock, par value $0.01 per share ( LVNTB , and together with LVNTA, the Liberty Ventures Common Stock ) (the Liberty Interactive special meeting ) in connection with the Transactions (as defined below) to be effected pursuant to the Agreement and Plan of Reorganization, dated as of April 4, 2017, by and among Liberty Interactive, Liberty Interactive LLC, a Delaware limited liability company and a wholly owned subsidiary of Liberty Interactive ( Liberty LLC ), and GCI (as amended by Amendment No. 1 to the Reorganization Agreement dated July 19, 2017, and as may be further amended from time to time, the reorganization agreement ).

Pursuant to the reorganization agreement, (i) GCI will effect the reclassification of its capital stock as described herein by amending and restating its articles of incorporation (as so amended and restated, the restated GCI Liberty articles ) (the reclassification ), (ii) following the reclassification, GCI will effect the automatic conversion of its capital stock in accordance with the terms of the restated GCI Liberty articles (the auto conversion ), (iii) following the auto conversion, Liberty Interactive and Liberty LLC will contribute certain subsidiaries and assets attributed to Liberty Interactive's Ventures Group (the Ventures Group ) to GCI Liberty in exchange for a controlling interest in GCI Liberty (the contribution ) and (iv) following the contribution, Liberty Interactive will effect the split-off of its interest in the combined company (which will be named "GCI Liberty, Inc.") (the split-off ) (the reclassification, the auto conversion, the contribution and the split-off are collectively referred to as the Transactions ). Liberty Interactive and GCI encourage you to read the entire reorganization agreement carefully and fully, as it is the principal legal document governing the Transactions. A copy of the reorganization agreement is attached as Annex A and Annex B to this joint proxy statement/prospectus.

Q:
What is the reclassification?

A:
Following the satisfaction (or waiver if applicable) of certain closing conditions, including the receipt of regulatory approvals and the stockholder approvals described herein (as further described below), GCI will file the restated GCI Liberty articles with the Commissioner of the Department of Commerce, Community and Economic Development of the State of Alaska (the Alaska Commissioner ). Upon written notice from the Alaska Commissioner that the restated GCI Liberty articles have been accepted for filing (the Alaska Notice ), (A) GCI's name will be changed to "GCI Liberty, Inc." and (B) (i) each outstanding share of GCI's Class A common stock (the GCI Class A Common Stock ) will be reclassified into one share of newly authorized Class A-1 common stock (the GCI Liberty Class A-1 Common Stock ), and (ii) each outstanding share of GCI's Class B common stock (the GCI Class B Common Stock and, together with the GCI Class A Common Stock, the Old GCI Common Stock ), will be reclassified into one share of newly

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    authorized Class B-1 common stock (the GCI Liberty Class B-1 Common Stock and, together with the GCI Liberty Class A-1 Common Stock, the Reclassified GCI Liberty Common Stock ). The GCI Liberty Class A-1 Common Stock and GCI Liberty Class B-1 Common Stock will have rights, powers and preferences substantially similar to those of the GCI Class A Common Stock and GCI Class B Common Stock, respectively, except that such shares will automatically convert into shares of GCI Liberty Class A Common Stock (as defined below) and GCI Liberty Preferred Stock (as defined below) upon the auto conversion as further described herein.

    In addition to the GCI Liberty Class A-1 Common Stock and the GCI Liberty Class B-1 Common Stock, the restated GCI Liberty articles will also authorize (w) Class A common stock (the GCI Liberty Class A Common Stock ), (x) Class B common stock (the GCI Liberty Class B Common Stock ), (y) Class C common stock (the GCI Liberty Class C Common Stock and, together with the GCI Liberty Class A Common Stock and the GCI Liberty Class B Common Stock, the GCI Liberty Common Stock ), and (z) Series A Cumulative Redeemable Preferred Stock (the GCI Liberty Preferred Stock and, together with the GCI Liberty Common Stock, the GCI Liberty Capital Stock ).

Q:
What is the auto conversion?

A:
Promptly following the reclassification but subject to the satisfaction (or waiver if applicable) of certain closing conditions (as described below), GCI will cause to be filed with the Securities and Exchange Commission (the SEC ) a Current Report on Form 8-K, which will report that the Transactions have gone unconditional. Upon the SEC's acceptance of this Form 8-K, the auto conversion will be automatically effected. Accordingly, at such time, each outstanding share of GCI Liberty Class A-1 Common Stock and each outstanding share of GCI Liberty Class B-1 Common Stock will convert into (i) 0.63 of a share of GCI Liberty Class A Common Stock and (ii) 0.2 of a share of GCI Liberty Preferred Stock (with fractional shares being issued, as applicable, as further described herein).

Q:
What is the contribution?

A:
On the business day immediately following the day on which the auto conversion occurs but subject to the satisfaction (or waiver if applicable) of certain closing conditions (as described below), Liberty Interactive and Liberty LLC will contribute certain assets and subsidiaries attributed to Liberty Interactive's Ventures Group (which we refer to as the contributed Ventures assets ; see below under "Information About the Transactions—The Reorganization Agreement—Structure of the Transactions—Contribution" and "Information About the Transactions—The Reorganization Agreement—Assets and Liabilities Subject to the Reattribution and Contribution") to GCI Liberty in exchange for (i) the issuance to Liberty LLC of (x) a number of shares of GCI Liberty Class A Common Stock and a number of shares of GCI Liberty Class B Common Stock equal to the number of outstanding shares of LVNTA and LVNTB on such date, respectively, (y) certain exchangeable debentures as further described herein and (z) cash and (ii) the assumption by GCI of certain liabilities attributed to the Ventures Group (which we refer to as the assumed liabilities ; see below under "Information About the Transactions—The Reorganization Agreement—Structure of the Transactions—Contribution" and "Information About the Transactions—The Reorganization Agreement—Assets and Liabilities Subject to the Reattribution and Contribution"). The assets to be contributed to GCI Liberty include Liberty Interactive's entire equity interests in Liberty Broadband Corporation ( Liberty Broadband ) and Charter Communications, Inc. ( Charter ), along with, subject to certain conditions and to Liberty Interactive's discretion, Liberty Interactive's entire equity interests in LendingTree, Inc. ( LendingTree ) and FTD Companies, Inc. ( FTD ), together with the operating business of Evite, Inc. ( Evite) and certain other assets and liabilities.

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    Prior to the effective time of the contribution, Liberty Interactive will reattribute certain assets and liabilities from the Ventures Group to the QVC Group (the reattribution ). The reattributed assets and liabilities, if effected as of the date hereof, would include cash, Liberty Interactive's interest in ILG, Inc., certain green energy investments, Liberty LLC's exchangeable debentures (other than its outstanding 1.75% Exchangeable Debentures due 2046 (the Liberty Charter Exchangeable Debentures ) that are exchanged in the exchange offer described below under "—What transactions are occurring in connection with the Transactions other than those involved in the reclassification, auto conversion, contribution and split-off?"), and certain tax liabilities and benefits. Liberty Interactive will complete the reattribution using similar valuation methodologies to those used in connection with its previous reattributions, including taking into account the advice of its financial advisor. The amount of cash to be reattributed in the reattribution will be equal to the amount by which the fair value of the aggregate liabilities attributed to the Ventures Group (including any retained exchangeable debentures (as defined below)) to be reattributed exceeds the fair value of the assets (other than cash) attributed to the Ventures Group to be reattributed, in each case, as of the date of the reattribution.

Q:
What is the split-off?

A:
At 5:00 p.m., New York City time, on the day of the contribution (such date and time, the redemption date ) but subject to the satisfaction (or waiver if applicable) of certain closing conditions (as described below), Liberty Interactive will redeem (i) each outstanding share of LVNTA for one share of GCI Liberty Class A Common Stock and (ii) each outstanding share of LVNTB for one share of GCI Liberty Class B Common Stock (the redemption ), such that all shares of GCI Liberty Class A Common Stock and GCI Liberty Class B Common Stock received by Liberty LLC in connection with the contribution will be distributed by Liberty Interactive to holders of LVNTA and LVNTB, respectively, and GCI Liberty and Liberty Interactive will be separate publicly traded companies.

Q:
What am I being asked to vote on?

A:
Liberty Interactive.     Holders of shares of LVNTA and holders of shares of LVNTB (such holders, together, the Liberty Ventures stockholders ) are being asked to approve at the Liberty Interactive special meeting:

a proposal to approve the redemption of each share of LVNTA and LVNTB in exchange for one share of GCI Liberty Class A Common Stock and GCI Liberty Class B Common Stock, respectively, following the acquisition of such shares by Liberty LLC in connection with the contribution (the redemption proposal ); and

a proposal to authorize the adjournment of the Liberty Interactive special meeting by Liberty Interactive to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the Liberty Interactive special meeting to approve the redemption proposal (the Liberty Interactive adjournment proposal ).

    The approval of the redemption proposal is a condition to the completion of the Transactions. The approval of the Liberty Interactive adjournment proposal is not a condition to the completion of the Transactions.

    GCI.     Holders of shares of GCI Class A Common Stock and holders of shares of GCI Class B Common Stock (such holders, together, the GCI shareholders ) are being asked to approve at the GCI special meeting:

    a proposal to approve the adoption of the reorganization agreement and the Transactions contemplated thereby (the reorganization agreement proposal );

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    a proposal to approve the adoption of the restated GCI Liberty articles (the restated GCI Liberty articles proposal ) to, among other things, (i) change the name of GCI to "GCI Liberty, Inc.", (ii) effect the reclassification and (iii) provide for the terms of the auto conversion;

    a proposal to approve the issuance of shares of GCI Liberty Class A Common Stock and GCI Liberty Class B Common Stock to Liberty LLC in connection with the contribution (the share issuance proposal );

    a proposal to approve, by advisory (nonbinding) vote, the compensation that may be paid or become payable to the named executive officers of GCI in connection with the completion of the Transactions (the GCI compensation proposal ); and

    a proposal to authorize the adjournment of the GCI special meeting by GCI to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the GCI special meeting to approve the reorganization agreement proposal, the restated GCI Liberty articles proposal or the share issuance proposal (the GCI adjournment proposal ).

    The approval of each of the reorganization agreement proposal, the restated GCI Liberty articles proposal and the share issuance proposal is a condition to the completion of the Transactions. The approval of each of the GCI compensation proposal and the GCI adjournment proposal is not a condition to the completion of the Transactions.

Q:
How do the boards of directors of Liberty Interactive and GCI recommend that I vote?

A:
Liberty Interactive.     The Liberty Interactive board of directors (the Liberty Interactive Board ) recommends that you vote " FOR " the redemption proposal and " FOR " the Liberty Interactive adjournment proposal.

GCI.     The GCI board of directors (the GCI Board ) recommends that you vote " FOR " the reorganization agreement proposal, " FOR " the restated GCI Liberty articles proposal, " FOR " the share issuance proposal, " FOR " the GCI compensation proposal and " FOR " the GCI adjournment proposal.

Q:
What will GCI shareholders receive in connection with the Transactions?

A:
Pursuant to the terms of the reorganization agreement, in the reclassification, (i) each holder of a share of GCI Class A Common Stock will receive one share of GCI Liberty Class A-1 Common Stock for each share of GCI Class A Common Stock held by such holder, and (ii) each holder of a share of GCI Class B Common Stock will receive one share of GCI Liberty Class B-1 Common Stock for each share of GCI Class B Common Stock held by such holder. Following the reclassification, in the auto conversion, each holder of a share of GCI Liberty Class A-1 Common Stock and/or a share of GCI Liberty Class B-1 Common Stock will receive (x) 0.63 of a share of GCI Liberty Class A Common Stock and (y) 0.2 of a share of GCI Liberty Preferred Stock for each share of GCI Liberty Class A-1 Common Stock and share of GCI Liberty Class B-1 Common Stock held by such holder (with fractional shares being issued, as applicable). For the avoidance of doubt, fractional shares will not be issued to holders who own their shares through a brokerage account.

Fractional shares will be issued to record holders of Reclassified GCI Liberty Common Stock in the auto conversion. Such fractional shares will not be listed or traded on the Nasdaq Stock Market LLC ( NASDAQ ), but will entitle the record holder of such fractional share to vote in the same manner as the record holder of a whole share of GCI Liberty Capital Stock but proportional to the fractional interest held by such record holder. It is anticipated that such fractional shares will be eliminated in accordance with the reincorporation merger (as defined below).

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    Based on a reference price of LVNTA of $43.65 (which was the closing price on February 4, 2017) and an initial liquidation price of $25.00 per share of GCI Liberty Preferred Stock, GCI shareholders will receive total consideration of $32.50 per share in respect of each share of Old GCI Common Stock held, comprised of $27.50 per share in GCI Liberty Class A Common Stock (the Common Stock Consideration ) and $5.00 per share in GCI Liberty Preferred Stock (the Preferred Stock Consideration and, together with the Common Stock Consideration, the Transaction Consideration ). No premium will be paid for shares of GCI Class B Common Stock beyond the premium included in the Transaction Consideration for the benefit of all GCI shareholders.

    Following the contribution and Liberty Interactive's distribution of its controlling interest in the combined company to the Liberty Ventures stockholders in redemption of its Liberty Ventures Common Stock, GCI shareholders will hold an approximate 23% equity interest and an approximate 16% voting interest in GCI Liberty (based on the number of shares outstanding at the time of signing). GCI Liberty will continue in existence as an Alaska corporation following the closing of the Transactions (subject to the completion of the reincorporation merger discussed below).

Q:
What will happen to my GCI stock-based awards?

A:
In connection with the reclassification, each equity award with respect to an option to purchase shares of GCI Class A Common Stock or which constitutes an award of restricted shares of GCI Class A Common Stock will be converted into a corresponding option award or award of restricted shares, respectively, with respect to an equal number of shares of GCI Liberty Class A-1 Common Stock. Such converted awards will remain subject to the same terms and conditions pertinent to the applicable award prior to the reclassification.

In connection with the auto conversion, each option to purchase shares of GCI Liberty Class A-1 Common Stock will be converted to an option award on terms intended to preserve the intrinsic value of such award based on the volume weighted average prices ( VWAP ) of shares of GCI Class A Common Stock and GCI Liberty Preferred Stock over the three-consecutive trading days immediately following the date on which the auto conversion occurs. Awards of restricted shares of GCI Liberty Class A-1 Common Stock will be converted in the auto conversion in the same manner as outstanding shares of GCI Liberty Class A-1 Common Stock. Except as otherwise described herein, such converted awards will remain subject to the same terms and conditions pertinent to the applicable award prior to the auto conversion.

Q.
What are the U.S. federal income tax consequences of the reclassification and the auto conversion to the GCI shareholders?

A:
The reclassification will qualify as a tax-free "recapitalization" under Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended (the Code ). As a result, for U.S. federal income tax purposes, no gain or loss will be recognized by, and no amount will be included in the income of, a holder of Old GCI Common Stock upon the receipt of shares of Reclassified GCI Liberty Common Stock pursuant to the reclassification. The completion of the auto conversion is conditioned upon the receipt by GCI Liberty and Liberty Interactive of the opinions of Sherman & Howard L.L.C. ( Sherman & Howard ) and Skadden, Arps, Slate, Meagher & Flom LLP ( Skadden Arps ), respectively, to the effect that, under current U.S. federal income tax law, the auto conversion will qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Assuming that the auto conversion so qualifies, for U.S. federal income tax purposes no gain or loss will be recognized by, and no amount will be included in the income of, a holder of Reclassified GCI Liberty Common Stock upon the receipt of shares of GCI Liberty Class A Common Stock and GCI Liberty Preferred Stock pursuant to the auto conversion. Please see

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    "Material U.S. Federal Income Tax Consequences of the Transactions" for more information regarding the opinions of Sherman & Howard and Skadden Arps and the potential tax consequences to GCI shareholders of the reclassification and the auto conversion.

Q:
What will Liberty Ventures stockholders receive in connection with the Transactions?

A:
In connection with the split-off, (i) each holder of a share of LVNTA will receive one share of GCI Liberty Class A Common Stock in redemption of such share of LVNTA and (ii) each holder of a share of LVNTB will receive one share of GCI Liberty Class B Common Stock in redemption of such share of LVNTB.

Following the split-off, Liberty Ventures stockholders will hold an approximate 77% equity interest and an approximate 84% voting interest in GCI Liberty (based on the number of shares outstanding at the time of signing). GCI Liberty will continue as an Alaska corporation following the closing of the Transactions (subject to the completion of the reincorporation merger discussed below).

Q:
What will happen to my Liberty Ventures stock-based awards?

A:
In connection with the split-off, equity awards relating to shares of LVNTA or LVNTB will be converted into equity awards with respect to an equal number of shares of GCI Liberty Class A Common Stock and GCI Liberty Class B Common Stock, respectively. Except as otherwise described herein, such converted equity awards will remain subject to the same terms and conditions pertinent to the applicable award prior to the split-off.

Q.
What are the U.S. federal income tax consequences of the Transactions to the Liberty Ventures stockholders?

A:
The completion of the split-off is conditioned upon the receipt by Liberty Interactive of the opinion of Skadden Arps to the effect that, under current U.S. federal income tax law, the split-off will qualify as a tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code. Assuming that the split-off so qualifies, for U.S. federal income tax purposes no gain or loss will be recognized by, and no amount will be included in the income of, a holder of Liberty Ventures Common Stock upon the receipt of shares of GCI Liberty Common Stock pursuant to the split-off. Please see "Material U.S. Federal Income Tax Consequences of the Transactions" for more information regarding the opinion of Skadden Arps and the potential tax consequences to Liberty Ventures stockholders of the split-off.

Q:
Are the reclassification and auto conversion subject to any conditions?

A:
Yes. The completion of the reclassification and auto conversion depends on a number of conditions being satisfied or, if applicable, waived, including, but not limited to:

the receipt of the requisite approval of the GCI shareholders of the reorganization agreement proposal, the restated GCI Liberty articles proposal and the share issuance proposal;

the receipt of the requisite approval of the Liberty Ventures stockholders of the redemption proposal;

the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act );

the absence of any law, order or other legal restraint or prohibition that prevents, prohibits, renders illegal or permanently enjoins the completion of the Transactions;

the effectiveness under the Securities Act of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, with no stop order or proceeding seeking a stop order having been initiated by the SEC;

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    the approval of NASDAQ for the listing of the shares of GCI Liberty Capital Stock, subject to certain exceptions and official notice of issuance;

    the receipt of applicable regulatory approvals, including that of the Federal Communications Commission (the FCC ) and the Regulatory Commission of Alaska (the RCA );

    the absence of any event, change in applicable law or other occurrence which, in the reasonable opinion of each party's outside counsel, results or will result in GCI Liberty (after giving effect to the Transactions) becoming required to register as an investment company under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the 40 Act );

    the receipt of certain tax opinions by each of GCI Liberty and Liberty Interactive; and

    with respect to the auto conversion, the reclassification having occurred.

    See "Information About the Transactions—The Reorganization Agreement—Conditions to the Completion of the Transactions."

Q:
Is the contribution subject to any additional conditions?

A:
Yes. The parties' obligations to effect the contribution are also conditioned upon:

the completion of the reclassification and auto conversion in accordance with the terms of the reorganization agreement;

delivery of certain ancillary agreements;

confirmation that the Liberty capital adequacy opinion (as defined below) has not been withdrawn, invalidated or modified in an adverse manner;

confirmation from Skadden Arps that its tax opinion delivered to Liberty Interactive has not been withdrawn, invalidated or modified in an adverse manner; and

the resignation of the GCI Liberty directors, other than Ronald A. Duncan, as of immediately prior to the contribution.

    See "Information About the Transactions—The Reorganization Agreement—Conditions to the Completion of the Transactions."

Q:
Is the split-off subject to any additional conditions?

A:
Yes. Liberty Interactive's obligation to effect the split-off is also conditioned upon:

the completion of the contribution in accordance with the terms of the reorganization agreement; and

if the split-off does not occur on the same date as the contribution, confirmation from Skadden Arps that its tax opinion delivered to Liberty Interactive has not been withdrawn, invalidated or modified in an adverse manner.

    See "Information About the Transactions—The Reorganization Agreement—Conditions to the Completion of the Transactions."

Q:
What regulatory approvals are required to complete the Transactions?

A:
The completion of the Transactions is conditioned, among other things, on the expiration or termination of any applicable waiting period under the HSR Act and receipt of approvals from the FCC and the RCA. Under the terms of the reorganization agreement, each of Liberty Interactive

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    and GCI have agreed to use their respective reasonable best efforts to obtain all necessary regulatory approvals, provided that neither party is required to agree to any restrictions or sell or otherwise dispose of any asset or business that would materially adversely affect such party, or would prohibit or materially limit the ownership, control or operation by such party of its respective business.

Q:
Can the parties solicit alternative transactions?

A:
No. Liberty Interactive and GCI are each subject to a "no-shop" restriction that limits each party's ability to solicit alternative acquisition proposals from, or engage in discussions with, third parties, except under limited circumstances to permit the Liberty Interactive Board or the GCI Board, as applicable, to comply with its fiduciary duties under applicable law.

Liberty Interactive and GCI may not, and will cause each of its respective representatives and subsidiaries not to, solicit certain alternative transaction proposals (as defined below) or engage in discussions or negotiations with third parties with respect to certain alternative transaction proposals, unless its respective board of directors (or committee thereof, as applicable), receives a bona fide proposal that, among other things: (i) did not result from a breach of such party's non-solicitation obligations and (ii) in the reasonable determination of such party's board of directors (or committee thereof, as applicable), is or is reasonably likely to result in a superior transaction proposal (as defined below). In the case of such a superior transaction proposal (or an intervening event as further discussed herein), such party's board of directors (or committee thereof, as applicable) may change its recommendation with respect to the Transactions if, among other things, the board of directors (or committee thereof, as applicable), believes that the failure to so change its recommendation with respect to the Transactions would reasonably be expected to constitute a breach of its fiduciary duties under applicable law.

If a party's board of directors intends to change its recommendation with respect to the Transactions as a result of a superior transaction proposal or intervening event, it must first negotiate in good faith with the other party for at least five business days to modify the reorganization agreement such that the failure to change its recommendation would no longer be reasonably expected to constitute a breach of its fiduciary duties under applicable law.

Please see "Information About the Transactions—The Reorganization Agreement—No Solicitation" for further discussion of an alternative transaction proposal and a superior transaction proposal and "Information About the Transactions—The Reorganization Agreement—Board Recommendation and Adverse Recommendation Change."

Q.
Can the reorganization agreement be terminated by the parties?

A:
Yes. The reorganization agreement may be terminated prior to the effective time of the auto conversion, whether before or after the required approvals of the GCI shareholders or the Liberty Ventures stockholders are obtained:

by mutual written consent of each of Liberty Interactive, Liberty LLC and GCI;

by either Liberty Interactive or GCI, if the auto conversion is not consummated on or before April 4, 2018 (the outside date ), provided that either party may extend the outside date for a period not to exceed six months upon written notice to the other party if all conditions to the closing of the Transactions have been satisfied or are capable of being satisfied other than certain conditions, including, but not limited to, the conditions relating to the receipt of regulatory approvals;

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    by either Liberty Interactive or GCI, if there is a final, non-appealable order, injunction or other action by any governmental authority permanently restraining, enjoining or otherwise prohibiting the consummation of the Transactions; or

    by either Liberty Interactive or GCI, if the required approvals of either of the Liberty Ventures stockholders or the GCI shareholders are not obtained.

    The reorganization agreement may also be terminated by Liberty Interactive if:

    the GCI Board changes its recommendation with respect to the Transactions, or GCI materially breaches or fails to perform its non-solicitation obligations, in either case, if the required approvals of the GCI shareholders have not yet been obtained; or

    provided that Liberty Interactive is not in material breach of any of its obligations, there is any continuing inaccuracy in the representations and warranties of GCI, or GCI is materially failing to perform any of its covenants or other agreements under the reorganization agreement, subject to a cure period.

    The reorganization agreement may also be terminated by GCI if:

    the Liberty Interactive Board changes its recommendation with respect to the Transactions, or Liberty Interactive materially breaches or fails to perform its non-solicitation obligations, in either case, if the required approval of the Liberty Ventures stockholders has not yet been obtained; or

    provided that GCI is not in material breach of any of its obligations, there is any continuing inaccuracy in the representations and warranties of Liberty Interactive, or Liberty Interactive is materially failing to perform any of its covenants or other agreements under the reorganization agreement, subject to a cure period.

Q:
Are there any fees payable by the parties in connection with a termination of the reorganization agreement?

A:
Yes, in certain circumstances. Subject to the terms and conditions of the reorganization agreement, GCI will pay Liberty Interactive a termination fee of $40 million if (i) Liberty Interactive terminates the reorganization agreement prior to GCI shareholder approval of the Transactions as a result of the GCI Board changing its recommendation with respect to the Transactions, (ii) Liberty Interactive terminates the reorganization agreement prior to GCI shareholder approval of the Transactions as a result of GCI materially breaching or failing to perform its non-solicitation obligations, or (iii) (A) an alternative transaction proposal is made to GCI, (B), the reorganization agreement is terminated (1) by either party due to the failure to effect the auto conversion by the outside date, (2) by either party due to the failure of the GCI shareholders to approve the Transactions or (3) by Liberty Interactive due to GCI's breach of its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period, and (C) within 18 months of such termination, GCI consummates an alternative transaction or enters into an agreement for an alternative transaction that meets certain requirements (as further discussed herein).

In addition, GCI was required to pay all fees and expenses in connection with (i) the solicitation of consents with respect to the 6.75% Senior Notes due 2021(the 2021 Senior Notes ) and 6.875% Senior Notes due 2025 (the 2025 Senior Notes , and together with the 2021 Senior Notes, the Senior Notes ), each issued by GCI, Inc., a wholly owned subsidiary of GCI, (ii) the solicitation of a consent and an amendment with respect to GCI's senior secured credit facility (the existing senior secured credit facility ) and (iii) the committed bridge financing executed in connection with the reorganization agreement (collectively, the financing fees ), in each case as such financing fees

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    became due and payable. Liberty Interactive must reimburse GCI for 50% of the financing fees if the reorganization agreement is terminated (i) by the mutual written consent of the parties thereto, (ii) by either party due to the failure to effect the auto conversion by the outside date or (iii) by either party due to any governmental authority issuing a final non-appealable order or taking any other action permanently prohibiting the Transactions from taking effect. Moreover, Liberty Interactive must reimburse GCI for 100% of the financing fees if the reorganization agreement is terminated (i) by either party due to the failure of the GCI shareholders to approve the Transactions (if, and only if, the GCI Board has not changed its recommendation with respect to the Transactions prior to such termination), (ii) by either party due to the failure of the Liberty Ventures stockholders to approve the redemption proposal (if, and only if, the Liberty Ventures Board has changed its recommendation with respect to the redemption proposal prior to such termination), (iii) by GCI prior to the receipt of the Liberty Ventures stockholder approval of the redemption proposal as a result of the Liberty Interactive Board changing its recommendation with respect to the redemption proposal and (iv) by GCI prior to the receipt of Liberty Ventures stockholder approval of the redemption proposal as a result of Liberty Interactive materially breaching or failing to perform its non-solicitation obligations.

    Subject to the terms and conditions of the reorganization agreement, Liberty Interactive will pay GCI a termination fee of $65 million if (i) GCI terminates the reorganization agreement prior to Liberty Ventures stockholder approval of the redemption as a result of the Liberty Interactive Board changing its recommendation with respect to the Transactions, (ii) GCI terminates the reorganization agreement prior to Liberty Ventures stockholder approval of the redemption as a result of Liberty Interactive materially breaching or failing to perform its non-solicitation obligations, (iii) in the event that the contribution and the split-off have not been completed within 5 business days following the date on which the auto conversion occurs and the Liberty Interactive stockholder approval has been obtained, or (iv) (A) an alternative transaction proposal is made to Liberty Interactive, (B) the reorganization agreement is terminated (1) by either party due to the failure to effect the auto conversion by the outside date, (2) by either party due to the failure of the Liberty Ventures stockholders to approve the redemption or (3) by GCI due to Liberty Interactive's breach of its representations or covenants in a way that prevents satisfaction of a closing condition, subject to a cure period, and (C) within 18 months of such termination, Liberty Interactive consummates an Alternative Transaction (as defined below) or enters into an agreement for an Alternative Transaction that meets certain requirements (as further discussed herein).

Q:
What transactions are occurring in connection with the Transactions other than those involved in the reclassification, auto conversion, contribution and split-off?

A:
In connection with the Transactions, a bankruptcy remote wholly owned subsidiary of Liberty Interactive, which will be contributed to GCI Liberty in the contribution ( Broadband Holdco ), intends to enter into a margin loan arrangement in an initial principal amount of up to $500 million that will be borrowed at the time of the split-off, with the capacity to borrow up to an additional $500 million subject to the satisfaction of the conditions therein (the margin loan facility ). The margin loan facility will be secured by all of the shares of Series C Liberty Broadband common stock owned by Liberty Interactive and to be contributed to GCI Liberty, which will be held through Broadband Holdco, with one or more third party lenders (the proceeds from such borrowing, the loan proceeds ). As part of the internal restructuring occurring prior to the split-off, it is expected that a portion of the loan proceeds will be distributed from GCI Liberty to Liberty Interactive, and Liberty Interactive, within 12 months following the completion of such distribution, will use all of the distributed portion of the loan proceeds received from GCI Liberty to repurchase shares of Liberty Interactive's common stock under its share repurchase program pursuant to a special authorization by the Liberty Interactive Board or for the repayment of

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    certain indebtedness. The Liberty Interactive Board will determine, in its sole discretion, the number and series of any shares of Liberty Interactive's common stock which it will repurchase under its share repurchase program. See "Description of Certain Indebtedness." The portion of the loan proceeds to be distributed to Liberty Interactive will be determined at the time of the reattribution and will represent the difference between the available Ventures Group cash on hand and the actual amount of cash necessary to complete the reattribution (as described above).

    In order to facilitate an internal restructuring to be completed by GCI in connection with the completion of the Transactions, GCI completed a consent solicitation in May 2017 with respect to the Senior Notes as well as solicitation of a consent and an amendment with respect to the existing senior secured credit facility.

    Prior to the completion of the Transactions, Liberty LLC intends to conduct an offer to exchange (the exchange offer ) any and all of its Liberty Charter Exchangeable Debentures for substantially similar 1.75% exchangeable debentures due 2046 to be issued by GCI Liberty (the GCI Liberty Charter Exchangeable Debentures ). The completion of the exchange offer will be subject to and contingent upon the completion of the contribution. As described above, the percentage of the debentures that participate in the exchange offer will impact the amount of cash that will be reattributed to the QVC Group in the reattribution. The debentures not exchanged in the exchange offer are referred to herein as the retained exchangeable debentures .

Q:
What will the relationship be between GCI Liberty and Liberty Interactive after the split-off?

A:
Upon completion of the split-off, GCI Liberty and Liberty Interactive will operate independently, and neither will have any ownership interest in the other. In connection with the split-off, however, GCI Liberty and Liberty Interactive and/or Liberty Media Corporation ( Liberty Media ) (or certain of their subsidiaries) are entering into certain agreements in order to govern the ongoing relationships between GCI Liberty and Liberty Interactive after the split-off and to provide for an orderly transition. Such agreements will include (i) a tax sharing agreement with Liberty Interactive that governs Liberty Interactive's and GCI Liberty's 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 (the Tax Sharing Agreement ); (ii) an indemnification agreement pursuant to which (1) Liberty LLC will guarantee payment of GCI Liberty's obligations under the GCI Liberty Charter Exchangeable Debentures issued in connection with the exchange offer until October 5, 2023 (the guarantee ), (2) GCI Liberty will indemnify Liberty LLC against certain obligations with respect to the retained exchangeable debentures until the earliest of October 5, 2023 and the date upon which there cease to be any retained exchangeable debentures, (3) GCI Liberty and one of its wholly-owned subsidiaries following the contribution have agreed to indemnify and reimburse Liberty LLC for payments made by Liberty LLC under the guarantee, and (4) Liberty Interactive and GCI Liberty have agreed to indemnify each other with respect to certain potential losses in respect of the split-off (collectively, the Indemnification Agreement ), (iii) a services agreement with Liberty Media, pursuant to which, for three years following the split-off, Liberty Media will provide GCI Liberty with specified services, including insurance administration and risk management services, other services typically performed by Liberty Media's legal, investor relations, tax, accounting, and internal audit departments, and such other services as Liberty Media may obtain from its officers, employees and consultants in the management of its own operations that GCI Liberty may from time to time request or require (the Services Agreement ); (iv) a facilities sharing agreement with a wholly owned subsidiary of Liberty Media, pursuant to which, for three years following the split-off, GCI Liberty will share office facilities with Liberty Interactive and Liberty Media (the Facilities Sharing Agreement ); and (v) aircraft time sharing agreements with Liberty Media or one of its wholly owned subsidiaries, pursuant to which Liberty Media or its subsidiary will lease the aircraft to GCI Liberty and provide a fully qualified flight crew for all operations on

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    a periodic, non-exclusive time sharing basis. See "Certain Relationships and Related Party Transactions—Relationships Between GCI Liberty and Liberty Interactive and/or Liberty Media Following the Transactions."

Q:
What is the accounting treatment for the Transactions?

A:
Liberty Interactive and GCI each prepare their respective financial statements in accordance with accounting principles generally accepted in the United States ( GAAP ). The contribution will be treated as a reverse acquisition under the acquisition method of accounting in accordance with GAAP. Upon the contribution of certain assets and liabilities to GCI Liberty, Liberty Interactive will hold a controlling interest in GCI. Therefore, for accounting purposes, Broadband Holdco and Ventures Holdco, LLC, a Delaware limited liability company and the sister subsidiary to Broadband Holdco which will hold all of the contributed Ventures assets (as defined below) other than the Liberty Broadband stock ( Ventures Holdco , and together with Broadband Holdco, HoldCo ), are considered to be acquiring GCI Liberty in the Transactions.

The split-off of GCI Liberty will then be accounted for at historical cost due to the fact that Liberty Interactive's shares of GCI Liberty Common Stock are to be distributed pro rata to holders of Liberty Ventures Common Stock.

Please see "Information About the Transactions—Accounting Treatment" for further discussion of the expected accounting treatment.

Q:
Why is GCI proposing the Transactions?

A:
A special committee of the GCI Board (the Committee ), comprised entirely of independent and disinterested directors, unanimously determined that it is in the best interests of GCI and its shareholders, including the shareholders other than Searchlight Capital, L.P. ( Searchlight Investor ) and any members of management of GCI (including Ronald Duncan and his affiliates other than GCI) (the Non-Affiliated Shareholders ), and declared it advisable, for GCI to enter into the reorganization agreement and consummate the transactions contemplated by the reorganization agreement. Accordingly, the Committee unanimously recommended that the GCI Board approve the execution of the reorganization agreement and the consummation of the Transactions. The GCI Board, after considering various factors and with the unanimous recommendation of the Committee, unanimously approved and declared advisable the reorganization agreement and the Transactions, including, without limitation, the reclassification, the auto conversion and the contribution, and recommends that the GCI shareholders vote " FOR " the reorganization agreement proposal, the restated GCI Liberty articles proposal, the share issuance proposal, the GCI compensation proposal and the GCI adjournment proposal.

In the course of reaching their respective recommendations, the GCI Board consulted with GCI's management and its legal advisors and the Committee consulted with its financial and legal advisors, as well as the legal advisors of GCI and management of GCI, and considered a number of factors, including, among others and not necessarily in order of relative importance, the following material factors and benefits of the reorganization agreement and the Transactions, each of which the GCI Board believes supported its recommendation:

the aggregate value and composition of the Transaction Consideration to be received by GCI shareholders represents a significant premium on the pre-announcement trading price of the GCI Class A Common Stock;

the GCI Board's and the Committee's belief that the Transactions were a superior alternative to the other potential strategic alternatives available to GCI, including stand-alone operating strategies and other potential strategic alternatives;

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    the perceived challenges and risks of continuing as a stand-alone public company and the assessment that no other internally developed alternatives were reasonably likely in the near term to create greater value for GCI's shareholders than the Transactions;

    the fact that, since the consideration to be received by GCI shareholders will be paid in GCI Liberty shares, the GCI shareholders would have the opportunity to participate in any future earnings and growth of the combined company and future appreciation in the value of such shares following the closing of the Transactions should they determine to retain the shares of GCI Liberty Capital Stock received in the Transactions;

    the Transactions are intended to qualify as a tax-free reorganization for U.S. federal income tax purposes and, accordingly, are intended to be completed in a manner that is tax-free to GCI and the GCI shareholders, as more fully described below under the heading "Material U.S. Federal Income Tax Consequences of the Transactions;"

    the benefits to the combined company that could result following the closing of the Transactions based on each of the Venture Group's and GCI's businesses, their respective financial performance and condition, results of operations, intellectual property, management and competitive positions, and the potential to realize certain cost savings and operational synergies;

    the larger capital base of the combined company, which would improve GCI Liberty's access to capital markets and put the combined company in a position to respond more quickly to market opportunities;

    the increased diversification of the asset base of GCI Liberty and the larger market capitalization and liquidity available to the shareholders of GCI Liberty; and

    the fact that the reorganization agreement permits the GCI Board to change its recommendation that the GCI shareholders vote in favor of the adoption of the reorganization agreement and the Transactions in response to certain acquisition proposals and certain intervening events, if, among other things, the GCI Board determines that the failure to change its recommendation would reasonably be expected to constitute a breach of its fiduciary duties under applicable law. See "Information About the Transactions—The Reorganization Agreement—Board Recommendation and Adverse Recommendation Change—GCI."

    The GCI Board and the Committee also considered certain potentially negative factors in their deliberations concerning the reorganization agreement and the Transactions, including the following:

    the fact that GCI decided not to engage in a competitive bid process or other broad solicitation of interest, which decision, however, was informed by (i) the price and premium proposed by Liberty Interactive, (ii) the GCI Board's and the Committee's concern regarding increased risk of leaks if GCI contacted third parties regarding a potential transaction, and (iii) the fact that, because of the timing of the regulatory approval process and the requirements to obtain shareholder approval, potentially interested parties could submit a superior proposal during the significant period of time between the announcement of the execution of the reorganization agreement and the shareholder vote to approve the Transactions;

    the fact that the consideration to be received by GCI shareholders will consist of GCI Liberty shares based on fixed exchange ratios and the value of the consideration to be received by GCI shareholders may decline either before or after the GCI special meeting and there will be no adjustment to the exchange ratios, thereby exposing the GCI shareholders to the risks of an equity investment;

    the fact that the consideration to be received by GCI shareholders will not include any shares of GCI Liberty Class B Common Stock such that, while former GCI shareholders will own

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      approximately 23% of the undiluted shares of GCI Liberty Capital Stock, these shares will represent only approximately 16% of the undiluted voting power of GCI Liberty (in each case, based on then-outstanding share information); and

    the loss, to a certain extent, of GCI's ability to market itself to its Alaska customer base as an Alaska based company.

    For more information, see "Information About the Transactions—GCI's Purpose and Reasons for the Transactions and Other Proposals; Recommendation of the GCI Board; Fairness of the Transactions".

Q:
Did the Committee receive an opinion from its financial advisor?

A:
As described more fully in the section entitled "Information About the Transactions—Background of the Transactions," the Committee, which consists entirely of independent and disinterested directors, was formed for the purpose of evaluating and reviewing the Transactions and alternatives thereto, and, ultimately, recommending or recommending against any such Transactions or alternatives thereto. The Committee retained Lazard Frères & Co. LLC ( Lazard ) as its financial advisor, and for purposes of preparing an opinion to the Committee as to the fairness, from a financial point of view, to the holders of GCI Class A Common Stock (other than Liberty Interactive and its affiliates, the executive officers of GCI and the holders of any stock appreciation rights in GCI), solely in their capacities as such, of the consideration to be paid to such holders in the Transactions.

For a more complete description of the opinion that Lazard delivered to the Committee and a summary of the material financial analyses performed by Lazard and reviewed by the Committee in connection with its opinion, please refer to the section below under the heading "Information About the Transactions—Opinion of the Committee Financial Advisor" and to the full text of the written opinion included as Annex C to this joint proxy statement/prospectus.

Q:
Why is Liberty Interactive proposing the Transactions, including the contribution and the split-off?

A:
Among other reasons, the Liberty Interactive Board approved the reorganization agreement and recommended the approval of the redemption proposal and the Liberty Interactive adjournment proposal, based on a number of strategic and financial benefits. Specifically, Liberty Interactive believes that the Transactions offer the opportunity to combine the Ventures Group assets and businesses with GCI's business, the largest Alaska-based communications provider (as measured by revenues) and a strong cash flow generator with stable recurring revenues, which is complementary to the strategic interests in Liberty Broadband and Charter attributed to the Ventures Group. Further, the split-off will allow Liberty Interactive to eliminate the complexity associated with its tracking stock capital structure, which is expected to reduce the discounts at which each of its tracking stocks trade and encourage investment in the GCI Liberty Capital Stock and QVC Group common stock. The split-off will also achieve Liberty Interactive's goal of establishing a market-leading, pure-play retail and commerce business with its QVC Group, which should provide Liberty Interactive (which will be renamed "QVC Group, Inc." in connection with the split-off) with a more attractive equity currency that is also eligible for possible inclusion in stock indices. The improved market recognition of the value of the businesses and assets of GCI Liberty and Liberty Interactive resulting from the split-off would provide GCI Liberty and Liberty Interactive with greater flexibility in raising equity capital for organic growth and responding to strategic opportunities, including by creating a more efficiently priced acquisition currency. More accurately valued stocks would also enable GCI Liberty and Liberty Interactive to provide more effective, less dilutive stock-based compensation programs, a key component of retaining and incentivizing a

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    quality management team. The Liberty Interactive Board expects that following the consummation of the Transactions, both GCI Liberty and Liberty Interactive will maintain a prudent capital structure that will provide sufficient liquidity to service debt and financial flexibility for share repurchases. The Liberty Interactive Board also expects that the contribution and split-off will be completed in a manner that is tax-free to Liberty Interactive and the holders of its Liberty Ventures Common Stock.

    The Liberty Interactive Board also considered a number of uncertainties, risks and other potentially negative factors in its deliberations concerning the Transactions, including (not necessarily in order of importance):

    the Transaction Consideration to be received by GCI shareholders in the auto conversion represents a significant premium on the value of the GCI Class A Common Stock;

    the fact that the Alaskan economy is in the midst of a recession;

    that FCC Universal Service Fund ( USF ) subsidies, which represent a large percentage of GCI's revenue, are subject to change;

    the potential tax liabilities that could arise from the split-off, including the possibility that the Internal Revenue Service (the IRS ) could successfully assert that the split-off is taxable to holders of Liberty Ventures Common Stock and/or to Liberty Interactive;

    the fact that the combined company's potential indemnity obligations with respect to (x) any tax liability incurred or (y) with respect to the reimbursement obligations in connection with the guarantee under the Indemnification Agreement are not subject to a cap;

    the risk of being unable to achieve the benefits expected from the Transactions;

    the potential disruption of the businesses of GCI and Liberty Interactive, as their respective management and employees devote time and resources to completing the Transactions; and

    the substantial costs of effecting the Transactions and continued compliance with legal, administrative and other requirements applicable to two separate public reporting companies.

    After considering the positive and negative factors described above, the Liberty Interactive Board determined that the anticipated benefits of the split-off outweighed the risks and costs and approved the reorganization agreement and the Transactions, including the contribution and the split-off. In light of the number, variety and complexity of the factors that the Liberty Interactive Board considered in determining whether to effect the Transactions, the Liberty Interactive Board did not believe it to be practicable to assign relative weights to the factors it considered. Rather, the Liberty Interactive Board conducted an overall analysis of the factors described above. In doing so, different members of the Liberty Interactive Board may have given different weights to different factors.

Q:
What happens if the market price of Old GCI Common Stock or Liberty Ventures Common Stock changes before the closing of the Transactions?

A:
No change will be made to the Transaction Consideration if the market price of Old GCI Common Stock or Liberty Ventures Common Stock changes before the closing of the Transactions. Because the Transaction Consideration is fixed, the value of the Transaction Consideration will depend on the market price of shares of LVNTA at the time of the closing of the Transactions. Similarly, the value to be received in the split-off by the holders of Liberty Ventures Common Stock will depend on the market price of the GCI Liberty Common Stock at the time of the closing of the Transactions.

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Q:
When do you expect the Transactions to be completed?

A:
Liberty Interactive and GCI are working to complete the Transactions during the last quarter of calendar year 2017 or the first quarter of calendar year 2018. However, the Transactions are subject to various conditions, including, but not limited to, applicable regulatory and stockholder approvals, and it is possible that factors outside of the control of Liberty Interactive and GCI could result in the Transactions being completed at a later time, or not at all. There may be a substantial amount of time between the Liberty Interactive special meeting and the GCI special meeting, on the one hand, and the completion of the Transactions, on the other hand.

Q:
Are GCI shareholders or Liberty Interactive stockholders entitled to any appraisal or dissenters' rights?

A:
Under Delaware law, holders of shares of Liberty Ventures Common Stock will not have appraisal rights in connection with the split-off.

Under Alaska law, holders of shares of Old GCI Common Stock do not have the right to dissent to the reclassification, the auto conversion or the contribution and be paid fair value for such holder's shares.

Q:
How do shares of Old GCI Common Stock or the Reclassified GCI Liberty Common Stock compare to shares of GCI Liberty Capital Stock?

A:
Shares of Reclassified GCI Liberty Common Stock will have substantially the same terms as the Old GCI Common Stock, except that the Reclassified GCI Liberty Common Stock will be convertible into the Transaction Consideration upon the auto conversion. The GCI Liberty Capital Stock will have different terms and conditions than the Old GCI Common Stock and the Reclassified GCI Liberty Common Stock.

Please see "Description of Reclassified GCI Liberty Common Stock and GCI Liberty Capital Stock" and "Comparison of Shareholders' Rights" for more information.

Q:
What are the terms of the GCI Liberty Common Stock?

A:
Each class of GCI Liberty Common Stock is identical in all respects, except that:

each share of GCI Liberty Class A Common Stock entitles its holder to one vote per share and each share of GCI Liberty Class B Common Stock entitles its holder to ten votes per share; and

each share of GCI Liberty Class B Common Stock is convertible, at the option of the holder, into one share of GCI Liberty Class A Common Stock. Shares of GCI Liberty Class A Common Stock and shares of GCI Liberty Class C Common Stock are not convertible at the option of the holder.

    No shares of GCI Liberty Class C Common Stock will be issued in connection with or will be outstanding immediately following the Transactions. For information regarding the terms of the GCI Liberty Common Stock, see "Description of Reclassified GCI Liberty Common Stock and GCI Liberty Capital Stock" and "Comparison of Shareholders' Rights."

Q:
What are the terms of the GCI Liberty Preferred Stock?

A:
The GCI Liberty Preferred Stock will have the following terms:

each share of GCI Liberty Preferred Stock entitles its holder to one-third of a vote per share, and the GCI Liberty Preferred Stock is entitled to vote together as a class generally with the holders of the GCI Liberty Common Stock on all matters submitted to a vote of the holders of

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      GCI Liberty Common Stock, except as required by the restated GCI Liberty articles or applicable law;

    quarterly dividends on each share of GCI Liberty Preferred Stock accrue at a rate of 5.00% per annum of the liquidation price (which rate will increase to 7.00% per annum following the reincorporation merger);

    the liquidation price of each share of GCI Liberty Preferred Stock is the sum of (i) $25, plus (ii) an amount equal to all unpaid dividends (whether or not declared) accrued with respect to such share which pursuant to the terms of the restated GCI Liberty articles has been added to and then remain part of the liquidation price as of such date;

    the shares of GCI Liberty Preferred Stock must be redeemed by GCI Liberty on the first business day following the twenty first anniversary of the auto conversion for the liquidation price plus unpaid dividends accrued from the most recent dividend payment date; and

    certain protective provisions with respect to the GCI Liberty Preferred Stock are set forth in the GCI Liberty restated articles.

    For information regarding the terms of the GCI Liberty Preferred Stock, see "Description of Reclassified GCI Liberty Common Stock and GCI Liberty Capital Stock—GCI Liberty Preferred Stock" and "Comparison of Shareholders' Rights."

Q:
How do shares of Liberty Ventures Common Stock compare to shares of GCI Liberty Capital Stock?

A:
The Liberty Ventures Common Stock is a tracking stock of Liberty Interactive. Accordingly, the Liberty Ventures Common Stock includes terms that are specific to a tracking stock and would not typically apply to a regular common stock, such as conversion at the option of the company, redemption for stock of a subsidiary and mandatory conversion, redemption or dividend provisions upon an asset disposition. None of these tracking stock-specific terms will apply to the GCI Liberty Capital Stock.

Please see "Description of Reclassified GCI Liberty Common Stock and GCI Liberty Capital Stock" and "Comparison of Shareholders' Rights" for more information.

Q:
What is the dividend policy of Liberty Interactive and GCI pending completion of the Transactions?

A:
Liberty Interactive has not paid any cash dividends on shares of Liberty Ventures Common Stock. In addition, until the completion of the split-off, Liberty Interactive has agreed not to declare or pay any cash dividend or make any other cash distribution with respect to shares of Liberty Ventures Common Stock.

GCI has not paid any cash dividends on shares of its common stock. In addition, under the terms of the reorganization agreement, except for certain exceptions, GCI has agreed not to (i) declare or pay any dividend or make any other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any shares of Old GCI Common Stock, (ii) reclassify, combine, split or subdivide shares of Old GCI Common Stock, or (iii) redeem, purchase or otherwise acquire any equity interests in GCI or any of its subsidiaries.

Q:
Does GCI Liberty intend to pay cash dividends?

A:
No. GCI Liberty currently intends to retain future earnings, if any, following the Transactions to finance the expansion of its businesses. As a result, GCI Liberty does not expect to pay any cash dividends in the foreseeable future. All decisions regarding the payment of dividends by GCI Liberty will be made by its board of directors (the GCI Liberty Board ), from time to time, in accordance with applicable law.

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Q:
Which businesses, assets and liabilities will GCI Liberty hold after consummation of the Transactions?

A:
GCI Liberty's businesses, assets and liabilities are expected to consist of, among other things, and subject to Liberty Interactive's discretion in certain circumstances:

The businesses, assets and liabilities of GCI;

Liberty Interactive's interest in Charter;

Liberty Interactive's interest in Liberty Broadband;

Evite;

Liberty Interactive's interest in giggle, Inc. ( Giggle );

Liberty Interactive's interest in LendingTree;

Liberty Interactive's interest in FTD, subject to certain conditions;

Certain rights and liabilities pursuant to agreements related to the contributed Ventures assets;

Certain rights and liabilities pursuant to the Indemnification Agreement; and

Cash.

    For additional information regarding the contributed assets and the assumed liabilities, see "Information About the Transactions—The Reorganization Agreement—Structure of the Transactions—Contribution" and "Information About the Transactions—The Reorganization Agreement—Assets and Liabilities Subject to the Reattribution and Contribution."

Q:
Where will the Reclassified GCI Liberty Common Stock and the GCI Liberty Capital Stock trade?

A:
Currently, there is no public market for the Reclassified GCI Liberty Common Stock or the GCI Liberty Capital Stock. Immediately upon the completion of the reclassification, the GCI Liberty Class A-1 Common Stock and GCI Liberty Class B-1 Common Stock are expected to continue trading on the Nasdaq Global Select Market under the same symbols as the GCI Class A Common Stock and GCI Class B Common Stock, respectively, currently trade. Subject to the consummation of the contribution, GCI Liberty expects to list its GCI Liberty Class A Common Stock and GCI Liberty Class B Common Stock and GCI Liberty Preferred Stock on the Nasdaq Global Select market under the symbols "GLIBA," "GLIBB," and "GLIBP", respectively.

GCI Liberty expects that its Reclassified GCI Liberty Common Stock will begin trading immediately upon the acceptance of the filing of the restated GCI Liberty articles by the Alaska commissioner. GCI Liberty cannot predict the trading prices for its Reclassified GCI Liberty Common Stock when such trading begins.

GCI Liberty expects that its GCI Liberty Capital Stock will begin trading on the first trading day following the auto conversion. GCI Liberty cannot predict the trading prices for its capital stock when such trading begins.

Q:
What will happen to the listings of Old GCI Common Stock, the Reclassified GCI Liberty Common Stock and the Liberty Ventures Common Stock?

A:
Following the reclassification, shares of GCI Class A Common Stock will no longer be listed or traded on the Nasdaq Global Select Market and shares of GCI Class B Common Stock will no longer be listed or traded on the over-the-counter market. Following the auto conversion, shares of GCI Liberty Class A-1 Common Stock will no longer be listed or traded on the Nasdaq Global Select Market and shares of GCI Liberty Class B-1 Common Stock will no longer be listed or traded on the over-the counter market. Following the redemption, the Liberty Ventures Common Stock will no longer be listed or traded on the Nasdaq Global Select Market.

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Q:
What is the reincorporation merger?

A:
Pursuant to the terms of the reorganization agreement, GCI Liberty will enter into an agreement pursuant to which it will merge with and into a subsidiary of GCI Liberty (with such subsidiary being a Delaware corporation, and also to be named "GCI Liberty, Inc." upon the completion of the merger) (the reincorporation merger ), with such Delaware corporation continuing in effect as the surviving corporation in the reincorporation merger. The sole purpose of the reincorporation merger will be to change GCI Liberty's state of incorporation from the State of Alaska to the State of Delaware. Neither Liberty Interactive stockholders nor GCI shareholders are being asked to vote on the reincorporation merger at this time. Pursuant to the terms of the reorganization agreement, promptly following the mailing of this joint proxy statement/prospectus, Liberty Interactive and GCI will cooperate to file a preliminary proxy statement with respect to the reincorporation merger and, immediately following the split-off, each of Liberty Interactive and GCI will use its reasonable best efforts to cause such proxy statement with respect to the reincorporation merger to be mailed to the shareholders of GCI Liberty (as of immediately following the split-off) and to hold a special meeting of GCI Liberty shareholders as soon as practicable following the split-off to approve the reincorporation merger.

Q:
When and where will the special meetings be held?

A:
The Liberty Interactive special meeting will be held at [     ·     ] [a.m. / p.m.], local time, on [     ·     ] , 2017, at the corporate offices of Liberty Interactive, 12300 Liberty Boulevard, Englewood, Colorado 80112, telephone (720) 875-5300.

The GCI special meeting will be held at [     ·     ] [a.m. / p.m.], local time, on [     ·     ], 2017, at the corporate offices of GCI, 2500 Denali Street Suite 1000, Anchorage, Alaska 99503, telephone (907) 868-5600.

Q:
What are the record dates for the special meetings?

A:
The record date for the Liberty Interactive special meeting is [     ·     ], New York City time, on [     ·     ] (the Liberty Interactive record date ).

The record date for the GCI special meeting is [     ·     ], [New York City] time, on [     ·     ] (the GCI record date ).

Q:
What votes of Liberty Interactive stockholders or GCI shareholders are required to approve the proposals?

A:
Liberty Interactive.     Each of the redemption proposal and the Liberty Interactive adjournment proposal requires the approval of a majority of the aggregate voting power of the shares of LVNTA and LVNTB outstanding on the Liberty Interactive record date that are present in person or by proxy and entitled to vote at the Liberty Interactive special meeting, voting together as a separate class. On the Liberty Interactive record date, there were [     ·     ] shares of LVNTA and [     ·     ] shares of LVNTB issued and outstanding and entitled to vote.

On the record date, approximately [     ·     ]% of the outstanding shares of Liberty Ventures Common Stock, representing [     ·     ]% of the aggregate voting power of the outstanding shares of Liberty Ventures Common Stock, were held by Liberty Interactive directors and executive officers and their affiliates. Liberty Interactive currently expects that the directors and executive officers of Liberty Interactive (including those who are party to the Malone voting agreement (as defined below)) will vote their shares of LVNTA and LVNTB in favor of the redemption proposal and the Liberty Interactive adjournment proposal. For more information, see "Information About the Transactions—Agreements with Stockholders of Liberty Interactive and Shareholders of GCI—Agreement with Stockholders of Liberty Interactive."

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    GCI.     Each of the reorganization agreement proposal and the restated GCI Liberty articles proposal requires (i) the approval of a majority of the aggregate voting power of the Old GCI Common Stock outstanding on the GCI record date, voting together as a single class, (ii) the approval of a majority of the voting power of the GCI Class A Common Stock outstanding on the GCI record date, voting separately as a single class, and (iii) the approval of a majority of the voting power of the GCI Class B Common Stock outstanding on the GCI record date, voting separately as a single class. Approval of the share issuance proposal requires the affirmative vote of the holders of a majority of the outstanding aggregate voting power of the shares of Old GCI Common Stock voting together as a single class. Each of the GCI compensation proposal and the GCI adjournment proposal requires the approval of a majority of the aggregate voting power of the shares of Old GCI Common Stock outstanding on the GCI record date that are present in person or by proxy at the GCI special meeting, voting together as a single class. On the GCI record date, there were [     ·     ] shares of GCI Class A Common Stock and [     ·     ] shares of GCI Class B Common Stock issued and outstanding and entitled to vote.

    On the record date, approximately [     ·     ]% of the outstanding shares of GCI Class A Common Stock, representing [     ·     ]% of the aggregate voting power of the outstanding shares of GCI Class A Common Stock, were held by GCI directors and executive officers and their affiliates. On the record date, approximately [     ·     ]% of the outstanding shares of GCI Class B Common Stock, representing [     ·     ]% of the aggregate voting power of the outstanding shares of GCI Class B Common Stock, were held by GCI directors and executive officers and their affiliates. On the record date, approximately [     ·     ]% of the outstanding shares of Old GCI Common Stock, representing [     ·     ]% of the aggregate voting power of the outstanding shares of Old GCI Common Stock, were held by GCI directors and executive officers and their affiliates. GCI currently expects that the directors and executive officers of GCI (including those who are party to the GCI voting agreements (as defined below)) will vote their shares of Old GCI Common Stock in favor of the reorganization agreement proposal and restated GCI Liberty articles proposal, the share issuance proposal, the GCI compensation proposal and the GCI adjournment proposal. For more information, see "Information About the Transactions—Agreements with Stockholders of Liberty Interactive and Shareholders of GCI—Agreements with Shareholders of GCI."

Q:
How many votes do stockholders have?

A:
At the Liberty Interactive special meeting:

holders of shares of LVNTA have one vote per share; and

holders of shares of LVNTB have ten votes per share.

    Holders of shares of Series A QVC Group common stock, par value $0.01 per share ( QVCA ), or Series B QVC Group common stock, par value $0.01 per share ( QVCB ), will not be entitled to vote at the Liberty Interactive special meeting.

    At the GCI special meeting:

    holders of shares of GCI Class A Common Stock have one vote per share; and

    holders of shares of GCI Class B Common Stock have ten votes per share.

Q:
Have any Liberty Ventures stockholders agreed to vote their shares in favor of any of the proposals to be considered at the Liberty Interactive special meeting?

A:
Yes. In connection with the reorganization agreement, on April 4, 2017, Liberty Interactive, GCI, John C. Malone, the chairman of the Liberty Interactive Board ( Mr. Malone ), and Leslie Malone ( Mrs. Malone , and together with Mr. Malone, the Malone parties ) entered into a voting agreement (the Malone voting agreement ) with respect to the shares of LVNTB held by the

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    Malone parties, including any shares of LVNTB acquired after the execution of the agreement and any shares of GCI Liberty Class B Common Stock received in respect of all such shares in the split-off. As of the record date for the Liberty Interactive special meeting, the Malone parties collectively owned approximately [     ·     ]% of the outstanding shares of LVNTB, representing approximately [     ·     ]% of the total voting power of the Liberty Ventures Common Stock.

    Pursuant to the terms of the Malone voting agreement, the Malone parties agreed, among other things and subject to certain conditions, to, at any meeting of Liberty Ventures stockholders called to vote upon the approval of the redemption proposal, so long as the Liberty Interactive Board has not changed its recommendation in favor of the redemption proposal in response to a superior transaction proposal, vote all shares of LVNTB held by the Malone parties in favor of the redemption proposal and the Liberty Interactive adjournment proposal. In addition, the Malone parties have agreed to, at any meeting of shareholders of GCI Liberty called to vote upon the approval of the reincorporation merger, vote all shares of GCI Liberty Class B Common Stock received in connection with the split-off in favor of the reincorporation merger and any adjournment of such meeting to solicit additional proxies in favor of the reincorporation merger. See "Information About the Transactions—Agreements with Stockholders of Liberty Interactive and Shareholders of GCI—Agreement with Stockholders of Liberty Interactive—The Malone Voting Agreement."

Q:
Have any GCI shareholders agreed to vote their shares in favor of any of the proposals to be considered at the GCI special meeting?

A:
Yes. In connection with the reorganization agreement, on April 4, 2017, Liberty Interactive and GCI entered into a separate voting agreement with each of (i) Ronald A. Duncan and Dani Bowman, with respect to their respective shares of GCI Class B Common Stock, including any shares of GCI Class B Common Stock acquired after the execution of such agreement and any shares of GCI Liberty Class A Common Stock and GCI Liberty Preferred Stock received in respect of all such shares in the auto conversion, and (ii) John W. Stanton and Theresa E. Gillespie, with respect to their respective shares of GCI Class A Common Stock and GCI Class B Common Stock, including any shares of Old GCI Common Stock or GCI Liberty Capital Stock acquired after the execution of such agreement and any shares of GCI Liberty Class A Common Stock and GCI Liberty Preferred Stock received in respect of all such shares in the auto conversion (such GCI shareholders in clauses (i) and (ii), the GCI voting shareholders , and such agreements, the GCI voting agreements ). As of the record date for the GCI special meeting, the shares subject to the GCI voting agreements beneficially owned by the GCI voting shareholders represented approximately [     ·     ]% of the outstanding shares of GCI Class A Common Stock and [     ·     ]% of the outstanding shares of GCI Class B Common Stock, representing approximately [     ·     ]% of the total voting power of the Old GCI Common Stock.

Pursuant to the terms of the GCI voting agreements, the GCI voting shareholders agreed, among other things and subject to certain conditions, to, at any meeting of GCI shareholders called to vote upon the reorganization agreement proposal, the restated GCI Liberty articles proposal, the share issuance proposal, the GCI compensation proposal or the GCI adjournment proposal, so long as the GCI Board has not changed its recommendation in favor of the Transactions in response to a superior transaction proposal, vote all shares of GCI Class A Common Stock and shares of GCI Class B Common Stock subject to the applicable GCI voting agreement held by the GCI voting shareholders in favor of such proposals. In addition, the GCI voting shareholders have agreed to, at any meeting of shareholders of GCI Liberty called to vote upon the approval of the reincorporation merger, vote all shares of GCI Liberty Class A Common Stock and GCI Liberty Preferred Stock received in respect of the shares subject to the GCI voting agreements in connection with the auto conversion in favor of the reincorporation merger and any adjournment of such meeting to solicit additional proxies in favor of the reincorporation merger. See

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    "Information About the Transactions—Agreements with Stockholders of Liberty Interactive and Shareholders of GCI—Agreements with Shareholders of GCI—The Stanton Voting Agreement" and "Information About the Transactions—Agreements with Stockholders of Liberty Interactive and Shareholders of GCI—Agreements with Shareholders of GCI—The Duncan Voting Agreement."

Q:
Do the directors and officers of Liberty Interactive have any interests that may differ from the interests of other Liberty Interactive stockholders?

A:
In considering the recommendation of the Liberty Interactive Board to vote to approve the redemption proposal and the Liberty Interactive adjournment proposal, Liberty Ventures stockholders should be aware that Liberty Interactive's executive officers and directors have certain interests in the Transactions that may be different from, in addition to, or in conflict with, the interests of the Liberty Ventures stockholders generally. These interests include, but are not limited to, the fact that such executive officers and directors will receive stock incentive awards with respect to shares of GCI Liberty Class A Common Stock and GCI Liberty Class B Common Stock in exchange for their existing awards with respect to shares of LVNTA and LVNTB, respectively, as a result of the split-off, among other interests described below. The Liberty Interactive Board was aware of these interests during the deliberation of the merits of the reorganization agreement and the Transactions, and in deciding to recommend that Liberty Ventures stockholders vote for the redemption proposal and the Liberty Interactive adjournment proposal.

Holders of Liberty Ventures Common Stock should also be aware that certain of the executive officers and directors of Liberty Interactive will serve as the executive officers and directors of the combined company immediately following the contribution. Furthermore, the executive officers of Liberty Interactive are entitled to indemnification with respect to actions taken by them in connection with the Transactions under the organizational documents of Liberty Interactive and GCI Liberty, as well as customary indemnification arrangements to which Liberty Interactive and GCI Liberty, on the one hand, and these persons, on the other hand, are parties. Mr. and Mrs. Malone are also entitled to certain indemnification rights and expense reimbursement pursuant to the Malone voting agreement.

As of [     ·     ], 2017, Liberty Interactive's executive officers and directors beneficially owned shares of Liberty Ventures Common Stock representing in the aggregate approximately [     ·     ]% of the aggregate voting power of the outstanding shares of Liberty Ventures Common Stock. Liberty Interactive currently expects that all of its executive officers and directors (including Mr. Malone, who is subject to the Malone voting agreement) intend to vote " FOR " the redemption proposal and the Liberty Interactive adjournment proposal.

For a detailed discussion of these interests, see "Information About the Transactions—Interests of Certain Persons of Liberty Interactive in the Transactions."

Q:
Do the directors and officers of GCI have any interests that may differ from the interests of other GCI shareholders?

A:
In considering the recommendation of the GCI Board with respect to the reorganization agreement proposal, the restated GCI Liberty articles proposal, the share issuance proposal, the GCI compensation proposal and the GCI adjournment proposal, GCI shareholders should be aware that GCI's executive officers and directors have certain interests in the Transactions that may be different from, in addition to, or in conflict with, the interests of the GCI shareholders generally. These interests include, but are not limited to, the interests that certain of GCI's executive officers have by reason of certain employment agreements that they may enter into with GCI in connection with the closing of the Transactions, the acceleration of certain stock

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    appreciation rights issued to an investor affiliated with one of GCI's directors and the fact that the executive officers and directors of GCI will receive stock incentive awards with respect to shares of GCI Liberty Capital Stock in exchange for their existing awards with respect to shares of Old GCI Common Stock, as a result of the reclassification and the auto conversion, among other interests described below. The Committee and the GCI Board were each aware of these interests during the deliberation of the merits of the reorganization agreement and the restated GCI Liberty articles and the Transactions, and the GCI Board was aware of these interests in deciding to recommend that GCI shareholders vote for the reorganization agreement proposal, the restated GCI Liberty articles proposal, the share issuance proposal, the GCI compensation proposal and the GCI adjournment proposal.

    For a detailed discussion of these interests, see "Information About the Transactions—Interests of Certain Persons of GCI in the Transactions."

Q:
What constitutes a quorum?

A:
Liberty Interactive.     In order to conduct the business of the Liberty Interactive special meeting, a quorum must be present. This means that holders of a majority in total voting power of the outstanding shares of LVNTA and LVNTB entitled to vote at the Liberty Interactive special meeting must be present in person or represented by proxy at the Liberty Interactive special meeting. For purposes of determining a quorum, shares will be included as represented at the meeting even if the proxy with respect to such shares indicates that the holder of such shares abstains from voting. Because applicable New York Stock Exchange ( NYSE ) and NASDAQ rules do not permit discretionary voting by brokers with respect to any of the proposals to be acted upon at the Liberty Interactive special meeting, your shares of Liberty Ventures Common Stock will not count as present and entitled to vote for purposes of determining a quorum, unless you instruct your bank or broker on how to vote your shares. This may make it more difficult to establish a quorum at the Liberty Interactive special meeting. If a quorum is not present at the Liberty Interactive special meeting, Liberty Interactive expects the chairman of the meeting to adjourn the meeting in accordance with the terms of Liberty Interactive's bylaws for the purpose of soliciting additional proxies.

GCI.     In order to conduct the business of the GCI special meeting, a quorum must be present. This means that the holders of at least a majority of the total outstanding shares of Old GCI Common Stock entitled to vote at the special meeting must be represented at the GCI special meeting either in person or by proxy. For purposes of determining a quorum, shares will be included as represented at the meeting even if the proxy with respect to such shares indicates that the holder of such shares abstains from voting. Because applicable NYSE and NASDAQ rules do not permit discretionary voting by brokers with respect to the proposals to be acted upon at the GCI special meeting, your shares of Old GCI Common Stock will not count as present and entitled to vote for purposes of determining a quorum, unless you instruct your bank or broker on how to vote your shares. This may make it more difficult to establish a quorum at the GCI special meeting. If a quorum is not present at the GCI special meeting, GCI expects the chairman of the meeting to adjourn the meeting in accordance with the terms of GCI's bylaws for the purpose of soliciting additional proxies.

Q:
What do stockholders need to do to vote on the proposals?

A:
After carefully reading and considering the information contained in this joint proxy statement/prospectus, you should complete, sign, date and return the enclosed proxy card by mail, or vote by the telephone or through the Internet, in each case as soon as possible so that your shares are represented and voted at the Liberty Interactive special meeting or the GCI special meeting, as applicable. Instructions for voting by telephone or through the Internet are printed on the proxy

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    voting instructions attached to the proxy card. In order to vote through the Internet, have your proxy card available so you can input the required information from the card, and log into the Internet website address shown on the proxy card. When you log on to the Internet website address, you will receive instructions on how to vote your shares. The telephone and Internet voting procedures are designed to authenticate votes cast by use of a personal identification number, which will be provided to each voting stockholder separately. Alternatively, you may also vote in person at the applicable special meeting.

    Stockholders who have shares registered in the name of a broker, bank or other nominee should follow the voting instruction card provided by their broker, bank or other nominee in instructing them how to vote their shares. GCI and Liberty Interactive recommend that you vote by proxy even if you plan to attend the applicable special meeting. You may change your vote at the applicable special meeting.

Q:
If my shares are held in "street name" by a broker, bank or other nominee, will the broker, bank or other nominee vote those shares for the beneficial owner on the applicable proposals?

A:
If you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares will not be voted on any proposal to be considered at the Liberty Interactive special meeting or the GCI special meeting. Accordingly, your broker, bank or other nominee will vote your shares held in "street name" on the applicable proposals only if you provide instructions on how to vote. You should follow the directions your broker, bank or other nominee provides to you regarding how to vote your shares or when granting or revoking a proxy. If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on the applicable proposals, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld with respect to the applicable proposals, these shares will not count as present and entitled to vote at the applicable special meeting and will not count for purposes of determining a quorum at the applicable special meeting.

With respect to the Liberty Interactive special meeting, if you do not instruct your broker, bank or nominee how to vote your shares of Liberty Ventures Common Stock, they will have no effect (assuming a quorum is present) on the redemption proposal or the Liberty Interactive adjournment proposal.

With respect to the GCI special meeting, if you do not instruct your broker, bank or nominee how to vote your shares of Old GCI Common Stock, they will have no effect (assuming a quorum is present) on the GCI compensation proposal and the GCI adjournment proposal. However, they will count as a vote " AGAINST " each of the reorganization agreement proposal, the restated GCI Liberty articles proposal and the share issuance proposal.

Q:
What happens if I do not submit a proxy, fail to attend the meeting in person or by proxy, or abstain from voting?

A:
Liberty Interactive.     If you hold shares of LVNTA or LVNTB and you do not submit a proxy or you do not attend in person or by proxy at the Liberty Interactive special meeting, your shares will not be counted as present and entitled to vote for purposes of determining a quorum. However, your failure to submit a proxy or attend in person or by proxy will have no effect on determining whether either the redemption proposal or the Liberty Interactive adjournment proposal is approved (assuming a quorum is present).

If you submit a proxy in which you indicate that you are abstaining from voting, your shares will count as present for purposes of determining a quorum, but your proxy will have the same effect

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    as a vote " AGAINST " each of the redemption proposal and the Liberty Interactive adjournment proposal.

    If you sign and return your proxy card without indicating how to vote on any particular proposal, your shares will be voted in accordance with the recommendation of the Liberty Interactive Board with respect to such proposal.

    GCI.     If you hold shares of Old GCI Common Stock and you do not submit a proxy or you do not vote in person at the GCI special meeting, your shares will not be counted as present and entitled to vote for purposes of determining a quorum. Additionally, your failure to vote will have the same effect as a vote " AGAINST " the reorganization agreement proposal, the restated GCI Liberty articles proposal and the share issuance proposal, but will have no effect on determining whether either of the GCI compensation proposal or the GCI adjournment proposal is approved (assuming a quorum is present).

    If you submit a proxy in which you indicate that you are abstaining from voting, your shares will count as present for purposes of determining a quorum, but your proxy will have the same effect as a vote " AGAINST " each of the reorganization agreement proposal, the restated GCI Liberty articles proposal, the share issuance proposal, the GCI compensation proposal and the GCI adjournment proposal.

    If you sign and return your proxy card without indicating how to vote on any particular proposal, your shares will be voted in accordance with the recommendation of the GCI Board with respect to such proposal.

Q:
Can I change my vote after returning my proxy card or voting by telephone or over the Internet?

A:
Liberty Interactive.     Yes. You may change your vote by voting in person at the Liberty Interactive special meeting or, before the start of the Liberty Interactive special meeting, by delivering a signed proxy revocation or a new signed proxy with a later date to Liberty Interactive Corporation, c/o Proxy Services, c/o Computershare Investor Services, P.O. Box 30202, College Station, Texas 77842-9909. Any proxy revocation or new proxy must be received before the start of the Liberty Interactive special meeting. In addition, you may change your vote through the Internet or by telephone (if you originally voted by the corresponding method) not later than [2:00 a.m., New York City time, on [     ·     ]].

Your attendance at the Liberty Interactive special meeting will not, by itself, revoke a prior vote or proxy from you.

If your shares are held in an account by a broker, bank or other nominee who you previously contacted with voting instructions, you should contact your broker, bank or other nominee to change your vote or revoke your proxy.

GCI.     Yes. Even after you have submitted your proxy, you may change your vote by depositing a duly executed proxy bearing a later date. You may also change your vote at the special meeting. In particular, if you are a shareholder of record, you may revoke a previously deposited proxy (a) by an instrument in writing that is received by or at the GCI special meeting prior to the closing of the polls, (b) by an instrument in writing provided to the chair of the GCI special meeting at the GCI special meeting or any adjournment or postponement thereof, (c) by voting in person at the special meeting or (d) in any other manner permitted by law. The powers of the proxy holders will be suspended if you attend the GCI special meeting in person and so request, although attendance at the GCI special meeting will not by itself revoke a previously granted proxy.

If your shares are held in an account by a broker, bank or other nominee, you should contact your nominee to change your vote or revoke your proxy.

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Q.
What do I need to do now?

A:
Carefully read and consider the information contained in and incorporated by reference into this joint proxy statement/prospectus, including its Annexes.

In order for your shares to be voted at the Liberty Interactive special meeting or the GCI special meeting:

you can attend the applicable meeting in person;

you can vote through the Internet or by telephone by following the instructions included on your proxy card; or

you can indicate on the enclosed proxy or voting instruction card how you would like to vote and return the card in the accompanying postage-paid envelope.

Q.
Do I need identification to attend the Liberty Interactive special meeting or the GCI special meeting?

A:
Yes. Please bring proper identification, together with proof that you are a record owner of shares of LVNTA or LVNTB or shares of common stock of GCI, as applicable, as of the applicable record date. If your shares are held in street name, please bring acceptable proof of ownership, such as a letter from your broker or an account statement stating or showing that you beneficially owned the applicable shares on the applicable record date.

Q:
What do GCI shareholders and Liberty Interactive stockholders have to do to participate in the Transactions?

A:
GCI.     Promptly after the closing of the Transactions, GCI will, or will cause Computershare Trust Company, N.A. ( Computershare ), the exchange agent and the redemption agent in connection with the Transactions (the transaction agent ), to send to each holder of shares of Old GCI Common Stock (as such shares were reclassified into GCI Liberty Class A-1 Common Stock and GCI Liberty Class B-1 Common Stock, respectively, in connection with the reclassification) issued and outstanding immediately prior to the effective time of the auto conversion (i) a letter of transmittal in customary form for use in effecting the delivery of such holder's shares to the transaction agent and (ii) instructions for effecting the surrender of certificates representing such shares or transfer of such shares in book entry form in exchange for the consideration issuable and payable in respect thereof. Shares of Old GCI Common Stock (as such shares were reclassified in connection with the reclassification) will have their transfer of shares effected in accordance with Liberty Interactive's customary procedures with respect to securities represented by book entry.

Each holder of shares of GCI Liberty Class A-1 Common Stock and GCI Liberty Class B-1 Common Stock following the reclassification that have, in each case, been converted into shares of GCI Liberty Class A Common Stock and GCI Liberty Preferred Stock in connection with the auto conversion, upon the surrender to the transaction agent of an applicable certificate or the transfer of book entry shares in compliance with the transaction agent's procedures, will be entitled to receive the consideration due to such holder in the auto conversion (in the form of shares of GCI Liberty Class A Common Stock and GCI Liberty Preferred Stock in the case of holders of Old GCI Common Stock (following the treatment of such shares in the reclassification)).

See "Q: Will GCI shareholders or Liberty Interactive stockholders receive certificates representing shares of GCI Liberty Capital Stock following the Transactions?" below.

Liberty Interactive.     Liberty Interactive will deliver or make available to all holders of certificated Liberty Ventures shares, from and after the date of the redemption, a letter of transmittal with which to surrender their Liberty Ventures shares. These holders must properly surrender their stock certificates together with the duly completed letter of transmittal (and any other

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    documentation required thereby) following the split-off in order to receive their GCI Liberty shares of the applicable class and number in the split-off. See "Q: Will GCI shareholders or Liberty Interactive stockholders receive certificates representing shares of GCI Liberty Capital Stock following the Transactions?" below.

    Accounts holding shares of Liberty Ventures Common Stock in book entry form will be debited as of the effective time of the redemption, and promptly thereafter credited with the applicable class and number of shares of GCI Liberty Common Stock. Holders of shares of Liberty Ventures Common Stock held in book entry form will not need to take any action to receive their shares of GCI Liberty Common Stock in the split-off.

Q:
Will GCI shareholders or Liberty Interactive stockholders receive certificates representing shares of GCI Liberty Capital Stock following the Transactions?

A:
No, unless you expressly request certificates. In the Transactions, absent such a request, no physical certificates representing shares of GCI Liberty Capital Stock will be delivered to GCI shareholders or holders of Liberty Ventures Common Stock. Instead, Liberty Interactive and GCI Liberty, with the assistance of the transaction agent, will electronically distribute shares of GCI Liberty Capital Stock in book entry form to such holder or its bank or brokerage firm on its behalf. If a holder is a record holder of (i) Old GCI Common Stock upon the reclassification, (ii) Reclassified GCI Liberty Common Stock upon the auto conversion or (iii) Liberty Ventures Common Stock on the redemption date, Computershare will mail you a book entry account statement that reflects your shares of, in the case of clause (i), the Reclassified GCI Liberty Common Stock, or in the case of clause (ii) or (iii), the GCI Liberty Capital Stock. If you are a beneficial owner (but not a record holder) of (i) Old GCI Common Stock upon the reclassification, (ii) Reclassified GCI Liberty Common Stock upon the auto conversion or (iii) Liberty Ventures Common Stock on the redemption date, your bank or brokerage firm will credit your account with the shares of, in the case of clause (i), the Reclassified GCI Liberty Common Stock, or in the case of clause (ii) or (iii), the GCI Liberty Capital Stock, that you are entitled to receive.

Q:
Who is the transfer agent and registrar for GCI Liberty Capital Stock?

A:
Computershare Trust Company, N.A., 250 Royall Street, Canton, MA 02021, telephone: (866) 367-6355.

Q:
Who is the transaction agent for the Transactions?

A:
Liberty Interactive has selected Computershare to act as the transaction agent in connection with the Transactions.

Q.
What do I do if I have additional questions?

A:
Liberty Interactive.     If you have any questions prior to the Liberty Interactive special meeting or if you would like copies of any document referred to or incorporated by reference in this document, please call Investor Relations at (877) 772-1518 or Liberty Interactive's proxy solicitor, D.F. King & Co., Inc. ( D.F. King ), at (212) 269-5550 (brokers and banks only) or (800) 290-6431 (toll free).

GCI.     If you have any questions prior to the GCI special meeting or if you would like copies of any document referred to or incorporated by reference in this document, please call Bryan Fick at (907) 868-5600 or GCI's proxy solicitor, D.F. King, at (212) 269-5550 (brokers and banks only) or (800) 290-6431 (toll free).

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SUMMARY

         The following summary includes information contained elsewhere in this joint proxy statement/prospectus. This summary does not contain all of the important information that you should consider before voting on the proposals. You should read the entire joint proxy statement/prospectus, including the Annexes and the documents incorporated by reference herein, carefully.

The Companies

    Liberty Interactive and Liberty LLC

        Liberty Interactive is a Delaware corporation and owns interests in companies primarily engaged in the video and online commerce industries. Through its subsidiaries, including Liberty LLC, and affiliates, it operates in North America, Europe and Asia. Its principal businesses and assets include its consolidated subsidiaries QVC, Inc. ( QVC ), zulily, llc ( zulily ) and Evite and its equity affiliates FTD, HSN, Inc. ( HSN ), LendingTree, Charter and Liberty Broadband.

        Liberty Interactive's corporate structure includes two tracking stocks, each of which tracks a tracking stock group. Tracking stocks are a type of capital stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. Each group has a separate collection of businesses, assets and liabilities attributed to it, but no group is a separate legal entity and, therefore, no group can own assets, issue securities or enter into legally binding agreements. Liberty Interactive's two tracking stocks are the QVC Group common stock and the Liberty Ventures Common Stock, which are intended to track and reflect the economic performance of the QVC Group and the Ventures Group, respectively. The QVC Group common stock trades on the Nasdaq Global Select Market under the ticker symbols "QVCA" and "QVCB", and the Liberty Ventures Common Stock trades on the Nasdaq Global Select Market under the ticker symbols "LVNTA" and "LVNTB".

        Currently, the QVC Group has attributed to it, among other things, Liberty Interactive's wholly-owned subsidiaries QVC and zulily and its approximate 38% interest in HSN, along with cash and certain liabilities. On July 5, 2017, Liberty Interactive and HSN entered into an agreement whereby Liberty Interactive will acquire the 62% of HSN that it does not already own in an all-stock transaction expected to be completed by the fourth quarter of 2017. The Ventures Group has attributed to it, among other things, Liberty Interactive's equity interests in FTD, LendingTree, Charter and Liberty Broadband, and certain liabilities relating to Liberty LLC's exchangeable debentures, along with cash and certain other liabilities.

        The address of Liberty Interactive's principal executive office is 12300 Liberty Boulevard, Englewood, Colorado 80112, and its telephone number is (720) 875-5300.

    GCI

        GCI is a publicly traded holding company which, through its subsidiaries, is the largest Alaska-based communications provider as measured by revenues. GCI provides a full range of wireless, data, video, voice, and managed services to residential customers, businesses, governmental entities, and educational and medical institutions primarily in Alaska under the GCI brand. Due to the unique nature of the markets GCI serves, including harsh winter weather and remote geographies, GCI's customers rely extensively on its systems to meet their communication and entertainment needs.

        Since GCI's founding in 1979 as a competitive long distance provider, GCI has consistently expanded its product portfolio and facilities to become the leading integrated communication services provider in its markets. GCI's facilities include redundant and geographically diverse digital undersea fiber optic cable systems linking its Alaska terrestrial networks to the networks of other carriers in the

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lower 48 contiguous states. In recent years, GCI expanded its efforts in wireless and presently operates the only statewide wireless network.

        For the year ended December 31, 2016, GCI generated consolidated revenues of $933.8 million. GCI ended the year with 222,500 wireless subscribers, 140,800 cable modem subscribers and 125,800 basic video subscribers.

        The address of GCI's principal executive office is 2550 Denali Street, Suite 1000, Anchorage, Alaska 99503, and its telephone number is (907) 868-5600.

The Transactions

        Please refer to the information included in Questions and Answers above for a summary of the terms and conditions of the Transactions. For ease of reference, set forth are illustrative diagrams intended to supplement your understanding of the structure of the Transactions:

The Steps of the Transactions:

         Following the reclassification, the following four steps will occur in sequence to effect the closing of the Transactions:

GRAPHIC


(1)
Includes Liberty Interactive's 4.00%, 3.75%, 3.50% and 0.75% Exchangeable Debentures. Subject to the exchange offer as described in "Q: What transactions are occurring in connection with the Transactions other than those involved in the reclassification, auto conversion, contribution and split-off?" of this joint proxy statement/prospectus, some amount of Liberty Interactive's 1.75% Charter Exchangeable Debentures may be reattributed to QVC Group with offsetting amount of cash and indemnification from GCI Liberty for certain payment obligations through put date on October 23, 2023.

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(2)
Intended to include stakes of Charter and Liberty Broadband, and subject to Liberty Interactive's discretion, Giggle, LendingTree, Evite and, subject to certain conditions, FTD; Excludes Sound Ventures, Quid, Brit+Co and Liberty Israel Venture Fund II, which are expected to be sold.

Liberty Interactive Structure Before the Transactions:

GRAPHIC


(1)
On July 5, 2017, Liberty Interactive and HSNi entered into an agreement whereby Liberty Interactive will acquire the 62% of HSNi it does not already own in an all-stock transaction that is expected to be completed by the fourth quarter of 2017.

(2)
As currently contemplated and upon satisfaction of certain conditions and subject to Liberty Interactive's discretion.

(3)
Includes Liberty Interactive's 4.00%, 3.75%, 3.50% and 0.75% Exchangeable Debentures. Subject to the exchange offer as described in "Q: What transactions are occurring in connection with the Transactions other than those involved in the reclassification, auto conversion, contribution and split-off?" of this joint proxy statement/prospectus, some amount of Liberty Interactive's 1.75% Charter Exchangeable debentures may be reattributed to QVC Group with offsetting amount of cash and indemnification from GCI Liberty for payment obligations through the put date of October 2023.

(4)
Sound Ventures, Quid, Brit+Co, Liberty Israel Venture Fund II, which are expected to be sold.

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SELECTED HISTORICAL FINANCIAL DATA OF GCI AND LIBERTY INTERACTIVE

Selected Historical Financial Data of GCI

        The following tables present selected historical information related to GCI's financial condition and results of operations, which is presented for each of the years in the five year period ended December 31, 2016 and the three months ended March 31, 2017 and 2016. The following data should be read in conjunction with GCI's consolidated financial statements.

    Summary Balance Sheet Data

 
   
  Years Ended December 31,  
 
  March 31,
2017
 
 
  2016   2015   2014   2013   2012  
 
  (amounts in thousands, except per share amounts)
 

Total assets

  $ 2,083,631     2,065,939     1,966,940     1,992,761     1,961,536     1,483,415  

Long-term debt, including current portion and net of unamortized discount and deferred loan fees(1)

  $ 1,367,106     1,336,772     1,332,738     1,027,061     1,037,462     866,811  

Obligations under capital leases, including current portion

  $ 57,375     59,647     68,359     76,456     74,605     80,612  

Tower obligation

  $ 91,221     87,653                  

Total GCI stockholders' equity

  $ (27,785 )   22,719     88,263     167,356     157,144     157,178  

Dividends declared per common share

  $                      

(1)
Long-term debt, including current portion and net of unamortized discount and deferred loan fees have been recast as if GCI had adopted Accounting Standards Update 2015-03 as of December 31, 2012. See Note 1 included in "Part II—Item 8—Consolidated Financial Statements and Supplementary Data" of GCI's Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 2, 2017, for additional information on ASU 2015-03.

    Summary Statement of Operations Data

 
  Three Months Ended
March 31,
  Years Ended December 31,  
 
  2017   2016   2016   2015   2014   2013   2012  
 
  (amounts in thousands except per share amounts)
 

Revenues

  $ 228,115     231,098     933,812     978,534     910,198     811,648     710,181  

Income (loss) before income taxes

  $ (8,650 )   4,049     1,069     (27,213 )   69,273     42,684     21,250  

Net income (loss)

  $ (55,246 )   982     (4,136 )   (25,866 )   59,244     31,727     9,162  

Net income (loss) attributable to non-controlling interest

  $ (117 )   (117 )   (469 )   159     51,687     22,321     (511 )

Net income (loss) attributable to GCI common stockholders

  $ (55,129 )   1,099     (3,667 )   (26,025 )   7,557     9,406     9,673  

Basic net income (loss) attributable to GCI per common share

  $ (1.60 )   0.03     (0.10 )   (0.69 )   0.18     0.23     0.23  

Diluted net income (loss) attributable to GCI per common share

  $ (1.60 )   (0.04 )   (0.15 )   (0.69 )   0.18     0.23     0.23  

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Selected Historical Financial Data of Liberty Interactive

        The following tables present selected historical information relating to Liberty Interactive's financial condition and results of operations for the past five years and the three months ended March 31, 2017 and 2016. Certain prior period amounts have been reclassified for comparability with the current year presentation. The following data should be read in conjunction with Liberty Interactive's consolidated financial statements.

 
  Three
months
ended
March 31,
  Years ended December 31,  
 
  2017   2016   2015   2014   2013   2012  
 
  Amounts in millions
 

Summary Balance Sheet Data:

                                     

Cash and cash equivalents

  $ 821     825     2,449     2,306     902     2,291  

Investments in available-for-sale securities and other cost investments

  $ 2,185     1,922     1,353     1,224     1,313     1,720  

Investment in affiliates, accounted for using the equity method

  $ 567     581     714     1,119     760     420  

Investment in Liberty Broadband measured at fair value

  $ 3,688     3,161                  

Intangible assets not subject to amortization

  $ 9,377     9,354     9,485     7,893     8,383     8,424  

Noncurrent assets of discontinued operations(1)(2)

  $         927     514     7,572     7,859  

Total assets

  $ 20,758     20,355     21,180     18,598     24,642     26,223  

Long-term debt

  $ 7,013     7,166     7,481     7,062     6,072     5,873  

Deferred income tax liabilities

  $ 3,911     3,636     3,217     2,681     2,794     2,805  

Noncurrent liabilities of discontinued operations(1)(2)

  $         285     140     1,584     1,878  

Total equity

  $ 7,247     6,861     6,875     5,780     11,435     12,051  

Noncontrolling interest in equity of subsidiaries

  $ 85     89     88     107     4,499     4,489  

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  Three months ended March 31,   Years ended December 31,  
 
  2017   2016   2016   2015   2014   2013   2012  
 
  amounts in millions, except per share amounts
 

Summary Statement of Operations Data:

                                           

Revenue

  $ 2,327     2,510     10,647     9,989     10,499     10,219     9,888  

Operating income (loss)

  $ 213     189     968     1,116     1,188     1,136     1,163  

Interest expense

  $ (90 )   (93 )   (363 )   (360 )   (387 )   (380 )   (466 )

Share of earnings (losses) of affiliates, net

  $ (27 )   3     (68 )   (178 )   (19 )   2     (20 )

Realized and unrealized gains (losses) on financial instruments, net

  $ 701     (7 )   1,175     114     (57 )   (22 )   (81 )

Gains (losses) on transactions, net

  $     7     9     110     74     (1 )    

Earnings (loss) from continuing operations(3):

                                           

Liberty Interactive Corporation common stock

    NA     NA     NA     NA     NA     NA     33  

QVC Group common stock

  $ 91     94     511     674     574     500     291  

Liberty Ventures common stock

    416     (26 )   743     (43 )   (36 )   27     125  

  $ 507     68     1,254     631     538     527     449  

Basic earnings (loss) from continuing operations attributable to Liberty Interactive Corporation stockholders per common share(4):

                                           

Series A and Series B Liberty Interactive Corporation common stock

    NA     NA     NA     NA     NA     NA      

Series A and Series B QVC Group common stock

  $ 0.20     0.19     0.99     1.35     1.10     0.88     0.48  

Series A and Series B Liberty Ventures common stock

  $ 4.89     (0.07 )   5.54     (0.36 )   (0.43 )   0.37     1.89  

Diluted earnings (loss) from continuing operations attributable to Liberty Interactive Corporation stockholders per common share(4):

                                           

Series A and Series B Liberty Interactive Corporation common stock

  $ NA     NA     NA     NA     NA     NA      

Series A and Series B QVC Group common stock

  $ 0.20     0.19     0.98     1.33     1.09     0.86     0.47  

Series A and Series B Liberty Ventures common stock(2)

  $ 4.84     (0.07 )   5.49     (0.36 )   (0.43 )   0.36     1.87  

(1)
On December 11, 2012, Liberty Interactive acquired approximately 4.8 million additional shares of common stock of TripAdvisor, Inc. ( TripAdvisor ) (an additional 4% equity ownership interest), for $300 million, along with the right to control the vote of the shares of TripAdvisor's common stock and class B common stock Liberty Interactive owns. Following the transaction Liberty Interactive owned approximately 22% of the equity and 57% of the total votes of all classes of TripAdvisor common stock. On August 27, 2014, Liberty Interactive completed the spin-off (the TripAdvisor Holdings Spin-Off) of Liberty TripAdvisor Holdings, Inc. ( Liberty TripAdvisor ). At the time of the TripAdvisor Holdings Spin-Off, Liberty TripAdvisor was comprised of Liberty Interactive's former interest in TripAdvisor as well as BuySeasons, Inc., Liberty Interactive's former wholly-owned subsidiary, and corporate level debt. Following the completion of the TripAdvisor Holdings Spin-Off, Liberty Interactive and Liberty TripAdvisor operate as separate, publicly traded companies, and neither has any stock ownership, beneficial or otherwise, in the other. The consolidated financial statements of Liberty Interactive have been prepared to reflect Liberty TripAdvisor as discontinued operations. However, the noncontrolling interest attributable to Liberty Interactive's former ownership interest in TripAdvisor is included in the noncontrolling

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    interest line item in the consolidated balance sheet from the date of acquisition until the date of completion of the TripAdvisor Holdings Spin-Off.

(2)
The split-off (the Expedia Holdings Split-Off ) of Liberty Expedia Holdings, Inc. ( Liberty Expedia ) was effected on November 4, 2016 as a split-off through the redemption of a portion of LVNTA and LVNTB for shares of Liberty Expedia. The consolidated financial statements of Liberty Interactive have been prepared to reflect Liberty Interactive's interest in Expedia, Inc. ( Expedia ) as a discontinued operation.

(3)
Includes earnings (losses) from continuing operations attributable to the noncontrolling interests of $39 million, $42 million, $40 million, $45 million and $63 million for the years ended December 31, 2016, 2015, 2014, 2013 and 2012, respectively.

(4)
Basic and diluted earnings per share have been calculated for Liberty Interactive common stock for the periods from May 9, 2006 to August 9, 2012. Basic and diluted earnings per share have been calculated for QVC Group common stock and Liberty Ventures Common Stock subsequent to August 9, 2012.

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS OF GCI LIBERTY

        The following tables present summary historical pro forma information of GCI Liberty. The unaudited pro forma information was prepared using the acquisition method of accounting and is based on the assumption that the Transactions took place as of March 31, 2017 for purposes of the unaudited pro forma balance sheet and as of January 1, 2016 for purposes of the unaudited pro forma statement of operations. The following data should be read in conjunction with GCI Liberty's unaudited pro forma condensed combined financial information included herein.

 
  March 31, 2017  
 
  Pro Forma  
 
  amounts in thousands
 

Summary Balance Sheet Data:

       

Cash and cash equivalents

  $ 628,235  

Investments in available-for-sale securities and other cost investments

  $ 1,757,900  

Investment in Liberty Broadband measured at fair value

  $ 3,687,711  

Property and equipment, net

  $ 1,367,926  

Goodwill

  $ 838,423  

Total assets

  $ 9,844,398  

Long-term debt

  $ 2,781,160  

Deferred income tax liabilities

  $ 1,485,849  

Total equity

  $ 5,149,611  

 

 
  Three months ended
March 31,
2017
  Year ended
December 31,
2016
 
 
  Pro Forma  
 
  amounts in thousands except per
share amounts

 

Summary Statement of Operations Data:

             

Revenue

  $ 226,441     937,269  

Operating income (loss)

  $ (16,223 )   (40,760 )

Interest expense

  $ (26,555 )   (101,982 )

Share of earnings (losses) of affiliates, net

  $ (14,243 )   (32,010 )

Realized and unrealized gains (losses) on financial instruments, net

  $ 697,990     1,242,998  

Earnings (loss) attributable to GCI Liberty shareholders

  $ 343,888     677,105  

Basic earnings per share attributable to GCI Liberty common shareholders

  $ 3.16     6.17  

Pro Forma Ratio of Combined Fixed Charges and Preference Dividends to Earnings

        The following table presents GCI Liberty's pro forma ratio of combined fixed charges and preference dividends to earnings for the periods indicated.

 
  Three Months
Ended March 31,
  Year Ended
December 31,
 
 
  2017   2016  

Pro forma ratio of combined fixed charges and preference dividends to earnings

    (4.8 )   2.6  

        For the purposes of determining the pro forma ratio of combined fixed charges and preference dividends to earnings, fixed charges are defined as interest expense, net of amounts capitalized, capitalized interest, and a portion of rent expense representative of an interest factor. Preference

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dividends are calculated based on the dividend rate of 5.00% per annum of the liquidation price of the GCI Liberty Preferred Stock. Earnings are defined as pre-tax income (loss) from continuing operations before adjustment for minority interests in consolidated subsidiaries or income (loss) from equity investees, plus fixed charges, plus amortization of capitalized interest, plus distributed income of equity investees, plus a portion of pretax losses of equity investees for which charges arising from guarantees are included in fixed charges, minus interest capitalized, minus preference security dividend requirements of consolidated subsidiaries, minus minority interest in pretax income of subsidiaries that have not incurred fixed charges.

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EQUIVALENT AND COMPARATIVE PER SHARE INFORMATION

        Presented below is per common share data regarding the income, cash dividends declared and book value of Liberty Ventures Common Stock, Old GCI Common Stock and GCI Liberty Common Stock on historical consolidated bases. You should read the information below in conjunction with the financial statements and accompanying notes included in this joint proxy statement/prospectus.

Liberty Ventures Common Stock Historical Per Share Data

        This table shows historical per share information for Liberty Ventures Common Stock.

 
  As of and for the
three months ended
March 31, 2017
  As of and for the
year ended
December 31, 2016
 

Basic earnings per share attributable to the Ventures Group

  $ 4.89   $ 5.69  

Diluted earnings per share attributable to the Ventures Group

  $ 4.84   $ 5.64  

Cash dividends per share

         

Book value per share

  $ 27.44   $ 22.49  

Old GCI Common Stock Historical Per Share Data

        This table shows historical per share information for Old GCI Common Stock.

 
  As of and for the
three months ended
March 31, 2017
  As of and for the
year ended
December 31, 2016
 

Basic net loss per Class A common share

  $ (1.60 ) $ (0.10 )

Basic net loss per Class B common share

  $ (1.60 ) $ (0.10 )

Diluted net loss per Class A common share

  $ (1.60 ) $ (0.15 )

Diluted net loss per Class B common share

  $ (1.60 ) $ (0.15 )

Cash dividends per share

         

Book value per share

  $ (0.77 ) $ 0.63  

GCI Liberty Common Stock Pro Forma Per Share Data

        This table shows pro forma per share information for GCI Liberty Common Stock after giving effect to the Transactions.

 
  As of and for the
three months ended
March 31, 2017
  As of and for the
year ended
December 31, 2016
 

Pro forma basic earnings per share attributable to GCI Liberty Common Stock

  $ 3.16   $ 6.17  

Cash dividends per share

         

Pro forma book value per share

  $ 47.69     N/A  

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        The above pro forma earnings per share data was calculated by dividing pro forma net earnings (loss) attributable to GCI Liberty common shareholders per the pro forma condensed combined statements of operations by 108 million common shares, which is the aggregate number of shares of Series A and Series B common stock that would have been issued if the Transactions had occurred on May 1, 2017. The pro forma book value per share information was calculated by dividing total combined pro forma GCI Liberty equity per the pro forma condensed combined balance sheet by 108 million common shares outstanding.


COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

Liberty Interactive Market Price

        On October 3, 2014, Liberty Interactive reattributed from the Interactive Group to the Ventures Group approximately $1 billion in cash and its digital commerce businesses, including Backcountry.com, Inc., Bodybuilding.com, LLC, CommerceHub, Inc. (then, Commerce Technologies, Inc.) ( CommerceHub ), Provide Commerce, Inc. and Evite. Subsequent to the reattribution, the Interactive Group is now referred to as the QVC Group. In connection with the reattribution, the Liberty Interactive tracking stock trading symbol "LINTA" was changed to "QVCA" and the "LINTB" tracking stock trading symbol was changed to "QVCB," effective October 7, 2014. Effective June 4, 2015, the name of the "Liberty Interactive common stock" was changed to the "QVC Group common stock." In connection with the split-off of Liberty Expedia, Liberty Interactive redeemed (i) 0.4 of each outstanding share of Liberty Interactive's Series A and Series B Liberty Ventures common stock for 0.4 of a share of Liberty Expedia Series A and Series B common stock, respectively, at 5:00 p.m., New York City time, on November 4, 2016. Accordingly, the high and low sales prices of the Series A and Series B Liberty Ventures common stock have been retroactively restated in the table below. Each series of Liberty Interactive's common stock trades on the Nasdaq Global Select Market. The following table sets forth the range of high and low sales prices of shares of Liberty Interactive's common stock for the periods indicated.

 
  QVC Group  
 
  Series A
(QVCA)
  Series B
(QVCB)
 
 
  High   Low   High   Low  

2015

                         

First quarter

  $ 29.73     27.03     30.10     27.45  

Second quarter

  $ 29.70     27.01     30.06     27.91  

Third quarter

  $ 31.62     24.72     30.75     25.80  

Fourth quarter

  $ 28.71     25.01     28.26     26.02  

2016

   
 
   
 
   
 
   
 
 

First quarter

  $ 26.97     22.51     30.62     24.40  

Second quarter

  $ 27.25     23.01     26.98     24.02  

Third quarter

  $ 27.06     18.42     26.69     19.00  

Fourth quarter

  $ 22.33     17.88     24.10     17.78  

2017

   
 
   
 
   
 
   
 
 

First quarter

  $ 20.88     17.24     22.05     17.62  

Second quarter

  $ 24.94     19.81     24.93     19.40  

July 1—July 28

  $ 26.00     22.93     25.10     22.99  

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  Liberty Ventures  
 
  Series A
(LVNTA)
  Series B
(LVNTB)
 
 
  High   Low   High   Low  

2015

                         

First quarter

  $ 38.31     31.64     37.88     33.60  

Second quarter

  $ 41.06     35.13     40.62     34.42  

Third quarter

  $ 39.57     32.08     40.70     35.46  

Fourth quarter

  $ 41.03     35.96     42.24     39.08  

2016

   
 
   
 
   
 
   
 
 

First quarter

  $ 40.22     29.24     36.83     33.14  

Second quarter

  $ 36.55     30.97     36.72     34.36  

Third quarter (July 1—July 22)

  $ 38.59     32.76     37.87     37.33  

Third quarter (July 23—September 30)(1)

  $ 40.80     36.09     39.89     38.05  

Fourth quarter (October 1—November 4)

  $ 41.37     38.40     41.57     39.29  

Fourth quarter (November 5—December 31)(2)

  $ 41.74     36.54     41.94     36.93  

2017

   
 
   
 
   
 
   
 
 

First quarter

  $ 45.17     36.69     46.61     38.61  

Second quarter

  $ 55.93     44.13     56.33     53.33  

July 1—July 28

  $ 58.07     50.56     56.38     51.80  

(1)
Liberty Interactive effected the spin-off of CommerceHub on July 22, 2016 as a pro-rata dividend of shares of CommerceHub to the stockholders of Liberty Ventures Common Stock.

(2)
Liberty Interactive effected the split-off of Liberty Expedia on November 4, 2016 as a redemption of Liberty Ventures Common Stock for shares of Liberty Expedia.

        As of April 3, 2017, the last trading day prior to the public announcement of the Transactions, LVNTA closed at $44.51 and LVNTB closed at $44.86. As of [     ·     ], 201[7], the most recent practicable date prior to the mailing of this joint proxy statement/prospectus, LVNTA closed at $[     ·     ] and LVNTB closed at $[     ·     ].

GCI Market Price

        Shares of GCI Class A Common Stock are traded on the Nasdaq Global Select Market under the symbol GNCMA. Shares of GCI Class B Common Stock are eligible for quotation on the OTC Markets under the symbol GNCMB, but are not actively traded. The following table sets forth the high and low sales price for Old GCI Common Stock for the periods indicated. With respect to shares of GCI Class B Common Stock, this information represents inter-dealer prices without dealer mark-ups,

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mark-downs or commissions, and may not be indicative of the value of the common stock or the existence of an active market.

 
  Class A   Class B  
 
  High   Low   High   Low  

2015

                         

First quarter

  $ 16.57     12.79     16.11     13.96  

Second quarter

  $ 17.56     14.75     17.00     15.50  

Third quarter

  $ 20.31     15.80     19.15     15.71  

Fourth quarter

  $ 22.44     16.00     17.38     16.73  

2016

   
 
   
 
   
 
   
 
 

First quarter

  $ 20.23     16.41     19.40     17.70  

Second quarter

  $ 18.75     14.12     16.95     16.95  

Third quarter

  $ 17.25     12.26     13.55     13.55  

Fourth quarter

  $ 19.55     13.44     16.50     15.50  

2017

   
 
   
 
   
 
   
 
 

First quarter

  $ 22.34     17.50     20.85     20.65  

Second quarter

  $ 38.39     20.35     38.05     31.61  

July 1—July 28

  $ 41.29     35.79     41.03     36.08  

        As of April 3, 2017, the last trading day prior to the public announcement of the Transactions, shares of GCI Class A Common Stock closed at $20.56 and shares of GCI Class B Common Stock closed at $20.85. As of [     ·     ], 201[7], the most recent practicable date prior to the mailing of this joint proxy statement/prospectus, shares of GCI Class A Common Stock closed at $[     ·     ] and shares of GCI Class B Common Stock closed at $[     ·     ].

Dividends

        Liberty Interactive has not paid any cash dividends on shares of Liberty Ventures Common Stock. In addition, until the completion of the split-off, Liberty Interactive has agreed not to declare or pay any cash dividend or make any other cash distribution with respect to shares of Liberty Ventures Common Stock.

        GCI has not paid any cash dividends on shares of its common stock. In addition, under the terms of the reorganization agreement, except for certain exceptions, GCI has agreed not to (i) declare or pay any dividend or make any other distribution (whether payable in cash, stock, property or a combination thereof) with respect to any shares of Old GCI Common Stock, (ii) reclassify, combine, split or subdivide shares of Old GCI Common Stock, or (iii) redeem, purchase or otherwise acquire any equity interests in GCI or any of its subsidiaries.

        GCI Liberty currently intends to retain future earnings, if any, following the Transactions to finance the expansion of its businesses. As a result, GCI Liberty does not expect to pay any cash dividends in the foreseeable future. All decisions regarding the payment of dividends by GCI Liberty will be made by the GCI Liberty Board, from time to time, in accordance with applicable law.

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RISK FACTORS

         In addition to the other information incorporated by reference or included in this joint proxy statement/prospectus, including the matters addressed in "Cautionary Statement Concerning Forward-Looking Statements" below, you should carefully consider the risks associated with each of the businesses of GCI and those of Liberty Interactive applicable to the contributed Ventures assets because these risks will also affect the combined company following the completion of the Transactions. These risks can be found in the Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 of GCI, and the Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Report for the quarter ended March 31, 2017 of Liberty Interactive, each of which is filed with the SEC and incorporated by reference into this joint proxy statement/prospectus and the other documents incorporated by reference into this joint proxy statement/prospectus. For more information, please see "Additional Information—Where You Can Find More Information."

         If any of the following risks and uncertainties described below develop into actual events, these events could have a material adverse effect on the business, financial condition or results of operations of (a) prior to the completion of the Transactions, Liberty Interactive and/or GCI, as applicable, and (b) after the completion of the Transactions, the combined company. In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. The risks described below are not the only risks and uncertainties faced by GCI Liberty with respect to its businesses and/or Liberty Interactive and/or GCI with respect to the Transactions. Additional risks and uncertainties not presently known to GCI, Liberty Interactive and/or GCI Liberty, or risks and uncertainties such parties deem immaterial, may also impair such parties' business operations.

Risks Relating to the Completion of the Transactions

         The Transactions are subject to a number of conditions, and may not be completed on the terms or timeline currently contemplated, or at all.

        The completion of the Transactions is subject to certain conditions, including the receipt of the requisite stockholder approvals described herein, the expiration or termination of any applicable waiting period under the HSR Act, the receipt of requisite FCC approval and any applicable state regulatory approvals, the receipt by each party of a tax opinion from its tax counsel stating that, in the opinion of such counsel, the Transactions will receive certain intended tax treatment, and other customary closing conditions. For additional information about the conditions to the closing of the Transactions, see "Information About the Transactions—The Reorganization Agreement." Liberty Interactive and GCI cannot assure that the Transactions will be completed on the terms or timeline currently contemplated, or at all. Many of the conditions to the closing of the Transactions are not within the control of Liberty Interactive or GCI, and neither party can predict when or if these conditions will be satisfied. The failure to meet all of the conditions required by the reorganization agreement could delay the closing of the Transactions for a significant period of time or prevent it from occurring. Any delay in the completion of the Transactions could cause the combined company not to realize some or all of the benefits Liberty Interactive and GCI expect to achieve if the Transactions are completed within the expected timeframe.

         The conversion ratios of the GCI Liberty Class A-1 Common Stock and GCI Liberty Class B-1 Common Stock in the auto conversion are fixed and will not be adjusted to reflect stock price changes of either Liberty Interactive or GCI prior to the auto conversion.

        Following the auto conversion, each share of GCI Liberty Class A-1 Common Stock and GCI Liberty Class B-1 Common Stock will be converted into the right to receive (i) 0.63 of a share of GCI Liberty Class A Common Stock and (ii) 0.2 of a share of GCI Liberty Preferred Stock. Based on a reference price of LVNTA of $43.65 per share (which was the closing price on February 4, 2017) and

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an initial liquidation price of $25.00 per share of GCI Liberty Preferred Stock, such conversion ratios represent aggregate consideration of $32.50 per share in respect of Old GCI Common Stock, comprised of $27.50 per share in GCI Liberty Class A Common Stock and $5.00 per share in GCI Liberty Preferred Stock. While these conversion ratios will be adjusted in certain limited circumstances, including a reclassification, recapitalization, stock split, stock dividend or distribution, or other similar transactions involving the capital stock of Liberty Interactive or GCI, the conversion ratios will not be adjusted for changes in the market price of Liberty Ventures Common Stock, Old GCI Common Stock or Reclassified GCI Liberty Common Stock.

        Changes in the price of LVNTA prior to the closing of the Transactions will affect the market value of the Transaction Consideration. Stock price changes may result from a variety of factors (many of which are beyond the control of Liberty Interactive and GCI), including the following:

        The price of shares of LVNTA at the closing of the Transactions may vary from the price of shares of LVNTA on the date the reorganization agreement was executed, on the date of this joint proxy statement/prospectus and on the date of the special meetings of each of Liberty Interactive and GCI. As a result, the market value of the Transaction Consideration represented by the conversion ratios in connection with the auto conversion will also vary. For example, based on the range of closing prices of shares of LVNTA during the period from April 3, 2017, the last trading day before public announcement of the Transactions, through [     ·     ], 2017, the latest practicable date before the date of this joint proxy statement/prospectus, the consideration represented a market value per share of Old GCI Common Stock ranging from a low of $[     ·     ] to a high of $[     ·     ].

        Because the Transactions will be completed, if at all, after the date of the special meetings, at the time of the GCI special meeting, the exact market value of the shares of GCI Liberty Class A Common Stock and GCI Liberty Preferred Stock that the GCI shareholders will receive upon completion of the Transactions cannot be determined at this time.

        Therefore, while the number of shares of GCI Liberty Class A Common Stock and GCI Liberty Preferred Stock to be issued per share of Old GCI Common Stock is fixed, GCI shareholders cannot be sure of the market value of the consideration they will receive upon completion of the Transactions.

         GCI shareholders will be diluted by the Transactions.

        The Transactions will dilute the ownership position of GCI shareholders in GCI Liberty as compared to their current ownership stake in GCI. Based upon the number of outstanding shares of Liberty Ventures Common Stock on the Liberty Interactive record date, and upon the number of outstanding shares of Old GCI Common Stock on the GCI record date, upon the completion of the Transactions, it is expected that former GCI shareholders will own an approximate [     ·     ]% equity

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interest and [     ·     ]% voting interest in GCI Liberty (including [     ·     ]% of the GCI Liberty Class A Common Stock, 0% of the GCI Liberty Class B Common Stock and 100% of the GCI Liberty Preferred Stock, in each case, outstanding immediately following the completion of the Transactions), and former Liberty Ventures stockholders will own an approximate [     ·     ]% equity interest and [     ·     ]% voting interest in GCI Liberty (including [     ·     ]% of the GCI Liberty Class A Common Stock, [     ·     ]% of the GCI Liberty Class B Common Stock and 0% of the GCI Liberty Preferred Stock, in each case, outstanding immediately following the completion of the Transactions). Consequently, GCI shareholders, as a general matter, will have less influence over the management and policies of GCI Liberty after the completion of the Transactions than they currently exercise over the management and policies of GCI.

         The shares of Reclassified GCI Liberty Common Stock and GCI Liberty Capital Stock to be received by GCI shareholders and Liberty Ventures stockholders as a result of the Transactions will have rights different from the shares of Old GCI Common Stock and Liberty Ventures Common Stock.

        Upon completion of the Transactions, (i) GCI shareholders will no longer hold shares of Old GCI Common Stock but will instead hold, following the reclassification, shares of Reclassified GCI Liberty Common Stock and, following the auto conversion, GCI Liberty Class A Common Stock and GCI Liberty Preferred Stock, and (ii) Liberty Ventures stockholders will no longer hold shares of Liberty Ventures Common Stock but will instead hold shares of GCI Liberty Class A Common Stock and GCI Liberty Class B Common Stock. The rights of shareholders in the combined company will be governed by the terms of the restated GCI Liberty articles and by the corporate law of Alaska. The terms of the restated GCI Liberty articles are in some respects different from the terms of the GCI articles (as defined below) and the Liberty Interactive charter (as defined below). See the section entitled "Comparison of Shareholders' Rights" for a discussion of the different rights associated with the Old GCI Common Stock and the Liberty Ventures Common Stock, on the one hand, and the GCI Liberty Capital Stock, on the other hand. In addition, as a result of the Transactions, holders of GCI Class B Common Stock, which have 10 votes per share currently, will receive shares of GCI Liberty Class A Common Stock, which will have only 1 vote per share, and GCI Liberty Preferred Stock, which will have only one-third vote per share.

         GCI Liberty cannot be certain that an active trading market for the GCI Liberty Preferred Stock will develop or be sustained after the completion of the Transactions.

        There can be no assurance that an active trading market will develop or be sustained for the GCI Liberty Preferred Stock following the completion of the Transactions. In the absence of an active trading market for such securities, shareholders may be unable to liquidate an investment in such securities. Because there has not been a public market for the newly issued GCI Liberty Preferred Stock, the initial trading prices of the GCI Liberty Preferred Stock will be determined by the market, and no assurance can be given as to whether these shares will trade at or above their liquidation price.

         Failure to complete the reincorporation merger would result in the dividend rate of the GCI Liberty Preferred Stock remaining at 5%.

        The dividend rate on the GCI Liberty Preferred Stock is initially 5% and will not increase to 7% unless and until the reincorporation merger is completed. The reincorporation merger will be subject to the approval by a majority of the shares of each outstanding class of GCI Liberty Capital Stock following the completion of the Transactions. Although the Duncan voting agreement, Stanton voting agreement and Malone voting agreement all provide for the respective parties thereto to vote in favor of the reincorporation merger, no assurance can be given than the requisite shareholder approvals will ultimately be obtained. Failure to obtain such approval would result in the dividend rate on the GCI

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Liberty Preferred Stock remaining at 5%. This uncertainty may impact the initial trading prices of the GCI Liberty Preferred Stock following the completion of the Transactions.

         Liberty Interactive and GCI expect to incur significant costs and expenses in connection with the Transactions.

        Liberty Interactive and GCI expect that they will incur certain nonrecurring costs in connection with the consummation of the Transactions, including advisory, legal and other transaction costs. A majority of these costs have already been incurred or will be incurred regardless of whether the Transactions are completed. While many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time, management of Liberty Interactive and GCI continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the Transactions. Although Liberty Interactive and GCI expect that the realization of benefits related to the Transactions will offset such costs and expenses over time, no assurances can be made that this net benefit will be achieved in the near term, or at all.

         The announcement and pendency of the Transactions could divert the attention of management and cause disruptions in the businesses of GCI and Liberty Interactive, which could have an adverse effect on the business and financial results of both GCI and Liberty Interactive.

        Liberty Interactive and GCI are unaffiliated companies that are currently operated independently of each other. Management of both GCI and Liberty Interactive may be required to divert a disproportionate amount of attention away from their respective day-to-day activities and operations, and devote time and effort to consummating the Transactions. The risks, and adverse effects, of such disruptions and diversions could be exacerbated by a delay in the completion of the Transactions. These factors could adversely affect the financial position or results of operations of Liberty Interactive and GCI, regardless of whether the Transactions are completed.

         GCI is subject to contractual restrictions while the Transactions are pending, which could adversely affect GCI's business.

        The reorganization agreement imposes certain restrictive interim covenants on GCI. For instance, the consent of Liberty is required in respect of, among other things, amendments to GCI's organizational documents, share repurchases, certain actions relating to material contracts, certain employee benefit changes, limitations on capital expenditures and limitations on dispositions, payments of dividends, and certain issuances of shares of Old GCI Common Stock. These restrictions may prevent GCI from taking certain actions before the closing of the Transactions or the termination of the reorganization agreement, including making certain acquisitions or otherwise pursuing certain business opportunities, or making certain changes to its capital stock, that the GCI Board may deem beneficial.

         Liberty Interactive is subject to contractual restrictions while the Transactions are pending, which could adversely affect Liberty Interactive's business.

        Although less restrictive than those imposed on GCI, the reorganization agreement does impose certain restrictive interim covenants on Liberty Interactive. For instance, the consent of GCI is required in respect of, among other things, amendments to Liberty Interactive's organizational documents, certain payments of dividends with respect to the Liberty Ventures Common Stock and certain issuances of shares of Liberty Ventures Common Stock. These restrictions may prevent Liberty Interactive from taking certain actions before the closing of the Transactions or the termination of the reorganization agreement, including completing certain capital raising activities.

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         Failure to complete the Transactions could adversely affect the stock prices and the future business and financial results of Liberty Interactive and GCI.

        If the Transactions are not completed for any reason, including as a result of the Liberty Ventures shareholders or the GCI shareholders failing to approve the necessary proposals, the ongoing businesses of Liberty Interactive or GCI may be adversely affected and, without realizing any of the benefits of having completed the Transactions, Liberty Interactive and GCI will be subject to numerous risks, including the following:

        If the Transactions are not completed, Liberty Interactive and GCI cannot assure their respective stockholders and shareholders that these risks will not materialize and will not materially affect the business, financial results and stock prices of the Liberty Ventures Common Stock or Old GCI Common Stock.

         The reorganization agreement contains provisions that could discourage a potential competing acquiror of either GCI or Liberty Interactive (solely with respect to the Ventures Group), or could result in any competing proposal being at a lower price than it otherwise might be.

        Pursuant to the reorganization agreement, Liberty Interactive (solely with respect to the Ventures Group or certain substantial investments in Liberty Ventures Common Stock) and GCI may not solicit alternative transaction proposals, and they may not engage in any negotiations or discussions with respect to any such alternative transaction proposal unless their respective board of directors receives a bona fide alternative transaction proposal that did not result from a breach of such party's non-solicitation obligations and which such party's board of directors determines to be, or to be reasonably likely to lead to, a superior proposal, and the failure to take such action would violate the directors' fiduciary duties, subject to the terms and conditions of the reorganization agreement.

        Neither party may terminate the reorganization agreement to enter into a superior transaction. However, subject to the terms of the reorganization agreement, either party's board of directors may make an adverse recommendation change following the receipt of a superior proposal and recommend that its respective stockholders vote against the Transactions, provided that such party complies with its non-solicitation obligations in all material respects. In the case of such an adverse recommendation change by either GCI or Liberty Interactive, the other party may terminate the reorganization

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agreement and receive a termination fee (which, in the case of such a fee payable by GCI, will be $40 million, and, in the case of such a fee payable by Liberty Interactive, will be $65 million).

        These provisions could discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of GCI or Liberty Interactive (solely with respect to the Ventures Group or certain substantial investments in the Liberty Ventures Common Stock) from considering or proposing such an acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than that market value proposed to be received or realized in connection with the Transactions, or might result in a potential competing acquiror proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee.

         The Duncan voting agreement, the Stanton voting agreement and the Malone voting agreement could discourage a potential competing acquiror of either Liberty Interactive (with respect to the Ventures Group) or GCI, or could result in any competing proposal being at a lower price than it might otherwise be.

        In connection with the reorganization agreement, on April 4, 2017, Liberty Interactive and GCI entered into the Duncan voting agreement (as defined below) with the Duncan parties (as defined below) with respect to the Duncan parties' shares of GCI Class B Common Stock (including any shares of GCI Class B Common Stock acquired after the execution of such agreement and any shares received upon reclassification, exchange or conversion of all such shares). As of the GCI record date, the Duncan parties collectively beneficially owned approximately [     ·     ]% of the outstanding shares of GCI Class B Common Stock (collectively representing, in the aggregate, approximately [     ·     ]% of the total voting power represented by the GCI Class A Common Stock and the GCI Class B Common Stock outstanding on the GCI record date). Pursuant to the terms of the Duncan voting agreement, the Duncan parties agreed, until the earliest of (i) the termination of the reorganization agreement in accordance with its terms, (ii) the consummation of the reincorporation merger, and (iii) the twelve month anniversary of the date on which the split-off occurs, to vote all such shares of GCI Class B Common Stock beneficially owned by the Duncan parties (including any shares of GCI Class B Common Stock acquired after the execution of such agreement and any shares received upon reclassification, exchange or conversion of all such shares) for the proposals relating to the Transactions at any meeting of GCI shareholders called to vote upon the Transactions, for the reincorporation merger at any meeting of GCI Liberty shareholders called to vote upon the reincorporation merger, and against any alternative transaction proposal for GCI or any agreement relating thereto.

        Also in connection with the reorganization agreement, on April 4, 2017, Liberty Interactive and GCI entered into the Stanton voting agreement with the Stanton parties with respect to the Stanton parties' shares of Old GCI Common Stock (including any shares of Old GCI Common Stock and GCI Liberty Capital Stock acquired after the execution of such agreement and any shares received upon reclassification, exchange or conversion of all such shares). As of the GCI record date, the Stanton parties collectively beneficially owned approximately [     ·     ]% of the outstanding shares of GCI Class A Common Stock and approximately [     ·     ]% of the outstanding shares of GCI Class B Common Stock (collectively representing, in the aggregate, approximately [     ·     ]% of the total voting power represented by the GCI Class A Common Stock and the GCI Class B Common Stock outstanding on the GCI record date). Pursuant to the terms of the Stanton voting agreement, the Stanton parties agreed, until the earliest of (i) the termination of the reorganization agreement in accordance with its terms, (ii) the consummation of the reincorporation merger, (iii) the six month anniversary of any meeting of the shareholders of GCI Liberty at which the reincorporation merger is presented for approval and (iv) the twelve month anniversary of the date on which the split-off occurs, to vote all such shares of Old GCI Common Stock beneficially owned by the Stanton parties (including any shares received upon reclassification, exchange or conversion of such shares and any shares of GCI acquired after the execution date of the Stanton voting agreement) for the proposals relating to the Transactions at any meeting of GCI shareholders called to vote upon the Transactions, for the

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reincorporation merger at any meeting of GCI Liberty shareholders called to vote upon the reincorporation merger, and against any alternative transaction proposal for GCI or any agreement relating thereto.

        Also in connection with the reorganization agreement, on April 4, 2017, Liberty Interactive and GCI entered into the Malone voting agreement with the Malone parties with respect to the Malone parties' shares of LVNTB (including any shares of LVNTB acquired after the execution of the agreement and any shares received upon reclassification, exchange or conversion of all such shares). As of the Liberty Interactive record date, the Malone parties collectively beneficially owned approximately [     ·     ]% of the outstanding shares of LVNTB (collectively representing, in the aggregate, approximately [     ·     ]% of the total voting power represented by the Liberty Ventures Common Stock outstanding on the Liberty Interactive record date). Pursuant to the terms of the Malone voting agreement, the Malone parties agreed, until the earliest of (i) the termination of the reorganization agreement in accordance with its terms, (ii) the consummation of the reincorporation merger, and (iii) the twelve month anniversary of the date on which the split-off occurs, to vote all such shares of LVNTB beneficially owned by the Malone parties (including any shares received upon reclassification, exchange or conversion of such shares) in favor of the split-off and the reincorporation merger and against any alterative transaction proposal for the Liberty Ventures Common Stock or any agreement relating thereto.

        The existence of these agreements could discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of GCI or the Ventures Group (or a substantial investment in Liberty Ventures Common Stock).

         The pendency of the Transactions could adversely affect the businesses and operations of GCI.

        In connection with the pendency of the Transactions, some customers or vendors of GCI may delay or defer decisions, which could adversely affect the revenues, earnings, funds from operations, cash flows and expenses of GCI, regardless of whether the Transactions are completed. Similarly, current and prospective employees of GCI may experience uncertainty about their future roles with GCI Liberty following the Transactions, which may materially adversely affect the ability of GCI to attract and retain key personnel during the pendency of the Transactions. In addition, due to certain operating covenants set forth in the reorganization agreement, GCI may be unable (without Liberty Interactive's prior written consent), during the pendency of the Transactions, to pursue certain actions, even if such actions would prove beneficial.

         GCI Liberty may incur material costs as a result of the Transactions and its separation from Liberty Interactive, and GCI Liberty may be unable to make, on a timely or cost-effective basis, the changes necessary to operate the combined businesses of GCI and the contributed Ventures assets.

        GCI Liberty will incur costs and expenses not previously incurred as a result of the Transactions and its separation from Liberty Interactive. These increased costs and expenses may arise from various factors, including more complex financial reporting, increased costs associated with complying with the federal securities laws (including compliance with the Sarbanes-Oxley Act of 2002 ( Sarbanes-Oxley )), tax administration and human resources related functions. Although Liberty Media will continue to provide many of these services for GCI Liberty under the Services Agreement, GCI Liberty cannot assure you that the Services Agreement will continue or that these costs will not be material to GCI Liberty's business.

        Prior to the split-off, the contributed Ventures assets were operated by Liberty Interactive as part of its broader corporate organization and the business of GCI was operated by GCI's management. Liberty Interactive's senior management oversaw the strategic direction of the businesses of the contributed Ventures assets and Liberty Interactive (directly and through its services agreement with

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Liberty Media) performed various corporate functions in respect of the businesses of the contributed Ventures assets, including, but not limited to:

        Following the completion of the Transactions, neither Liberty Interactive nor Liberty Media will have any obligation to provide any functions to GCI Liberty other than those services that will be provided by Liberty Media pursuant to the Services Agreement between GCI Liberty and Liberty Media. If, once GCI Liberty's services agreement terminates, GCI Liberty does not have in place its own systems and business functions, GCI Liberty does not have agreements with other providers of these services or GCI Liberty is not able to make these changes cost effectively, GCI Liberty may not be able to operate its business effectively and its profitability may decline. If Liberty Media does not continue to perform effectively the services to be provided to GCI Liberty under the Services Agreement, GCI Liberty may not be able to operate its business effectively after the split-off.

         GCI Liberty may not realize the potential benefits from the Transactions in the near term or at all.

        In this joint proxy statement/prospectus, GCI and Liberty Interactive have described anticipated strategic and financial benefits GCI Liberty expects to realize as a result of the Transactions. See "Information About the Transactions—Liberty Interactive's Purpose and Reasons for the Transactions; Recommendations of the Liberty Interactive Board" and "Information About the Transactions—GCI's Purpose and Reasons for the Transactions and Other Proposals; Recommendation of the GCI Board; Fairness of the Transactions." In particular, Liberty Interactive and GCI believe that the Transactions will better position GCI Liberty to take advantage of business opportunities, strategic alliances and other acquisitions through GCI Liberty's enhanced acquisition currency. GCI Liberty also expects the Transactions to enable it to provide its employees with more attractive equity incentive awards. However, no assurance can be given that the market will react favorably to the Transactions or that the current discount applied by the market to the Liberty Ventures Common Stock will not be applied to the GCI Liberty Common Stock or the GCI Liberty Preferred Stock, thereby causing GCI Liberty's equity to not be as attractive to its employees as well as any potential acquisition counterparties. In addition, no assurance can be given that any investment, acquisition or other strategic opportunities will become available following the Transactions on terms that GCI Liberty finds favorable or at all. Given the added costs associated with the completion of the Transactions, including the increased accounting, legal and other compliance costs of the combined businesses of the contributed Ventures assets and GCI, GCI Liberty's failure to realize the anticipated benefits of the Transactions in the near term or at all could adversely affect GCI Liberty.

         If the auto conversion is not effected by the outside date (unless extended under certain circumstances), either Liberty Interactive or GCI may terminate the reorganization agreement.

        Either Liberty Interactive or GCI may terminate the reorganization agreement if the auto conversion has not been consummated by the outside date, subject to an extension by either Liberty Interactive or GCI until no later than October 4, 2018, if the only closing condition(s) that have not been met are the conditions relating to the receipt of antitrust approvals, the receipt of FCC or RCA regulatory approvals, the receipt of tax opinions or the absence of a 40 Act event (as described below). However, this termination right will not be available to a party if that party failed to fulfill its

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obligations under the reorganization agreement and that failure was the cause of, or resulted in, the failure to effect the auto conversion. No termination fee is payable by either party for a termination under this circumstance, unless certain conditions relating to an entry into an agreement relating to an alternative transaction proposal are met. For more information, see "Information About the Transactions—The Reorganization Agreement—Termination of the Reorganization Agreement." If the reorganization agreement terminates, expected benefits of the Transactions would not materialize, and no assurance can be given as to the impact of any such termination on the market prices of the Old GCI Common Stock or the Liberty Ventures Common Stock.

         Some of the directors and executive officers of Liberty Interactive and directors and executive officers of GCI have interests in seeing the Transactions completed that are different from, or in addition to, those of the other Liberty Interactive stockholders and GCI shareholders.

        Certain of the directors and executive officers of Liberty Interactive and GCI have interests relating to the Transactions that are different from other Liberty Interactive stockholders and GCI shareholders. Some of these interests include:

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        For a more detailed discussion of these interests, see "Information About the Transactions—Interests of Certain Persons of Liberty Interactive in the Transactions" and "Information About the Transactions—Interests of Certain Persons of GCI in the Transactions."

         Following the Transactions, GCI Liberty may be unable to retain key employees.

        The success of GCI Liberty following the completion of the Transactions will depend in part upon its ability to retain key GCI employees. Key employees may depart either before or after the Transactions because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with GCI Liberty following the Transactions. Accordingly, no assurance can be given that businesses comprising GCI Liberty will be able to retain key employees to the same extent as in the past.

         The unaudited pro forma condensed combined financial statements included in this document are preliminary and the actual financial condition and results of operations of GCI Liberty after the completion of the Transactions may differ materially.

        The unaudited pro forma condensed combined financial statements of GCI Liberty in this document are presented for illustrative purposes only and are not necessarily indicative of what GCI Liberty's actual financial condition or results of operations would have been had the Transactions been completed on the dates indicated. The unaudited pro forma condensed combined financial statements reflect adjustments, which are based upon assumptions and preliminary estimates, to record the identifiable assets acquired and liabilities assumed at fair value and the resulting goodwill recognized. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of GCI and Holdco as of the date of the completion of the Transactions. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected in this document. For more information, see the sections entitled "Summary Unaudited Pro Forma Condensed Combined Financial Statement Data of GCI Liberty" and "Unaudited Pro Forma Condensed Combined Financial Statements" of this joint proxy statement/prospectus.

         The unaudited pro forma financial information of GCI Liberty included in this joint proxy statement/prospectus involves risks, uncertainties and assumptions, many of which are beyond the control of GCI and Liberty Interactive, respectively. As a result, it may not prove to be accurate and is not necessarily indicative of current values or future performance.

        The unaudited prospective financial information of GCI Liberty contained in the sections entitled "Unaudited Pro Forma Condensed Combined Financial Statements" of this joint proxy statement/prospectus involves risks, uncertainties and assumptions and is not a guarantee of future performance. The future financial results of GCI Liberty may materially differ from those expressed in the unaudited prospective financial information due to factors that are beyond GCI Liberty's ability to control or predict. No assurances can be made regarding future events or that the assumptions made in preparing the unaudited prospective financial information will accurately reflect future conditions. The internal financial projections were based on numerous variables and assumptions that are inherently subjective, and depend on a number of factors, including but not limited to, risks and uncertainties relating to GCI's business and Liberty Interactive's businesses to be contributed to GCI Liberty (including the ability of each to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions, and other factors described or incorporated by reference in this section or the section entitled "Cautionary Statement Concerning Forward-Looking Statements," all of which are uncertain and many of which are beyond the control of Liberty Interactive or GCI, and, if the Transactions are completed, will be beyond the control of GCI Liberty. Each company cannot provide any assurance that its future financial results, or if the Transactions are

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completed, those of GCI Liberty, will not materially vary from the unaudited prospective financial information. The unaudited prospective financial information covers multiple years, and the information by its nature becomes subject to greater uncertainty with each successive year. The unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared.

        More specifically, the unaudited prospective financial information:

        The unaudited prospective financial information was not prepared with a view toward public disclosure or compliance with published guidelines of the SEC for preparation and presentation of prospective financial information or GAAP and does not reflect the effect of any proposed or other changes in GAAP that may be made in the future.

         The fairness opinion obtained by the Committee from Lazard will not reflect changes, circumstances, developments or events that may have occurred or may occur after the date of the opinion.

        On April 3, 2017, Lazard delivered its opinion to the Committee that, as of such date and based upon and subject to various assumptions made, matters considered and limitations described in the opinion, the consideration to be received by the holders of GCI Class A Common Stock (other than Liberty Interactive and its affiliates, the executive officers of GCI and the holders of any stock appreciation rights in GCI), solely in their capacities as such, pursuant to the reorganization agreement was fair from a financial point of view to such holders.

        Lazard's opinion was necessarily based on economic, monetary, market and other conditions as they existed on, and on the information made available to Lazard as of, April 3, 2017. The opinion does not speak as of the time the Transactions will be completed or as of any date other than the date of the opinion. Although subsequent developments may affect its opinion, Lazard does not have any obligation to update, revise or reaffirm its opinion. These developments may include changes to the operations and prospects of the Ventures Group or GCI, regulatory or legal changes, general market and economic conditions and other factors that may be beyond the control of Liberty Interactive and GCI, and on which Lazard's opinion was based, and that may alter the value of the contributed Ventures assets or GCI, or the prices of Liberty Ventures Common Stock and Old GCI Common Stock at the effective time of the Transactions. The value of the Common Stock Consideration has fluctuated since, and could be materially different from its value as of, the date of Lazard's opinion, and Lazard has expressed no opinion as to the price or range of prices at which Liberty Ventures Common Stock, Old GCI Common Stock, Reclassified GCI Liberty Common Stock or GCI Liberty Capital Stock may trade at any time.

        For a more complete description of the opinion that Lazard delivered to the Committee and a summary of the material financial analyses performed by Lazard and reviewed by the Committee in connection with its opinion, please refer to the section below under the heading "Information About the Transactions—Opinion of the Committee Financial Advisor" and to the full text of the written opinion included as Annex C to this joint proxy statement/prospectus.

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         The split-off could result in a significant tax liability to Liberty Interactive and holders of Liberty Ventures Common Stock.

        It is a condition to the split-off that Liberty Interactive receive the opinion of Skadden Arps, in form and substance reasonably acceptable to Liberty Interactive, to the effect that, for U.S. federal income tax purposes, the split-off will qualify as a tax-free transaction to Liberty Interactive and holders of Liberty Ventures Common Stock under Section 355, Section 368(a)(1)(D) and related provisions of the Code.

        The opinion of Skadden Arps will be based on the law in effect as of the time of the split-off and will rely upon certain assumptions, as well as statements, representations and undertakings made by officers of Liberty Interactive and GCI Liberty and Mr. Malone. These assumptions, statements, representations and undertakings are expected to relate to, among other things, the parties' business reasons for engaging in the split-off, the conduct of certain business activities by Liberty Interactive and GCI Liberty, and the plans and intentions of Liberty Interactive and GCI Liberty to continue conducting those business activities and not to materially modify their ownership or capital structure following the split-off. If any of those statements, representations or assumptions is incorrect or untrue in any material respect or any of those undertakings is not complied with, or if the facts upon which the opinion is based are materially different from the actual facts that exist at the time of the split-off, the conclusions reached in such opinion could be adversely affected.

        Liberty Interactive does not intend to seek a ruling from the IRS as to the U.S. federal income tax treatment of the split-off. The legal authorities upon which the opinion of Skadden Arps will be based are subject to change or differing interpretations at any time, possibly with retroactive effect. The opinion of Skadden Arps will not be binding on courts or the IRS, and there can be no assurance that the IRS will not challenge the conclusions reached in the opinion or that a court would not sustain such a challenge.

        Even if the split-off otherwise qualifies under Section 355, Section 368(a)(1)(D) and related provisions of the Code, the split-off would result in a significant U.S. federal income tax liability to Liberty Interactive (but not to holders of Liberty Ventures Common Stock) under Section 355(e) of the Code if one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by either vote or value) in the stock of Liberty Interactive or in the stock of GCI Liberty (or any successor corporation) (excluding, for this purpose, the acquisition of GCI Liberty Common Stock by Liberty Interactive in the contribution and by holders of Liberty Ventures Common Stock in the split-off) as part of a plan or series of related transactions that includes the split-off. Any acquisition of the stock of Liberty Interactive or GCI Liberty (or any successor corporation) within two years before or after the split-off would generally be presumed to be part of a plan that includes the split-off, although the parties may be able to rebut that presumption under certain circumstances. The process for determining whether an acquisition is part of a plan under these rules is complex, inherently factual in nature and subject to a comprehensive analysis of the facts and circumstances of the particular case. Notwithstanding the opinion of Skadden Arps described above, Liberty Interactive or GCI Liberty might inadvertently cause or permit a prohibited change in ownership of Liberty Interactive or GCI Liberty, thereby triggering tax liability to Liberty Interactive, which could have a material adverse effect.

        If, for any reason, it is subsequently determined that the split-off does not qualify for tax-free treatment, Liberty Interactive and/or holders of Liberty Ventures Common Stock could incur significant tax liabilities determined in the manner described in "Material U.S. Federal Income Tax Consequences of the Transactions—Treatment of the Split-Off." As described further under "Certain Relationships and Related Party Transactions—Relationships Between GCI Liberty and Liberty Interactive and/or Liberty Media Following the Transactions—Tax Sharing Agreement," in certain circumstances, GCI

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Liberty will be required to indemnify Liberty Interactive, its subsidiaries and certain related persons for taxes and losses resulting from the split-off.

        For a more complete discussion of the opinion of Skadden Arps and the material U.S. federal income tax consequences of the split-off to Liberty Interactive and holders of Liberty Ventures Common Stock, please see "Material U.S. Federal Income Tax Consequences of the Transactions—Treatment of the Split-Off."

         GCI Liberty may have a significant indemnity obligation to Liberty Interactive, which is not limited in amount or subject to any cap, if the split-off is treated as a taxable transaction.

        Pursuant to the Tax Sharing Agreement that GCI Liberty will enter into with Liberty Interactive in connection with the split-off, GCI Liberty will be required to indemnify Liberty Interactive, its subsidiaries and certain related persons for taxes and losses resulting from the failure of the split-off to qualify as a tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code to the extent that such taxes and losses (i) result primarily from, individually or in the aggregate, the breach of certain covenants made by GCI Liberty (applicable to actions or failures to act by GCI Liberty and its subsidiaries following the completion of the split-off) or (ii) result from the application of Section 355(e) of the Code to the split-off as a result of the treatment of the split-off as part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of GCI Liberty (or any successor corporation).

        GCI Liberty's indemnification obligations to Liberty Interactive, its subsidiaries and certain related persons will not be limited in amount or subject to any cap. If GCI Liberty is required to indemnify Liberty Interactive, its subsidiaries or such related persons under the circumstances set forth in the Tax Sharing Agreement, GCI Liberty may be subject to substantial liabilities, which could materially adversely affect its financial position.

        For a more detailed discussion of the Tax Sharing Agreement, see "Certain Relationships and Related Party Transactions—Relationships Between GCI Liberty and Liberty Interactive and/or Liberty Media Following the Transactions—Tax Sharing Agreement."

         GCI Liberty may determine to forgo certain transactions in order to avoid the risk of incurring significant tax-related liabilities.

        Under the Tax Sharing Agreement, GCI Liberty will agree not to take any action, or fail to take any action, following the split-off, which action or failure to act is inconsistent with the split-off qualifying for tax-free treatment under Section 355, Section 368(a)(1)(D) and related provisions of the Code. Further, the Tax Sharing Agreement will require that GCI Liberty generally indemnify Liberty Interactive for any taxes or losses incurred by Liberty Interactive (or its subsidiaries) resulting from breaches of such covenants or resulting from the application of Section 355(e) of the Code to the split-off as a result of the treatment of the split-off as part of a plan (or series of related transactions) pursuant to which one or more persons acquire, directly or indirectly, a 50% or greater interest (measured by vote or value) in the stock of GCI Liberty (or any successor corporation).

        Generally, under Section 355(e) of the Code, an acquisition of GCI Liberty's stock will be presumed to be part of a plan (or series of related transactions) with the split-off if such acquisition occurs within two years before or after the split-off (or if such stock is received in the split-off in exchange for Liberty Ventures Common Stock that was acquired within the two years before the split-off). This presumption, however, may be rebutted based upon an analysis of the facts and circumstances related to the split-off and the particular acquisition in question, including a weighing of certain plan and non-plan factors set forth in Treasury Regulations promulgated under Section 355(e) of the Code. Further, these Treasury Regulations provide certain safe harbors under which an

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acquisition will be deemed not to be part of a plan (or series of related transactions) with the split-off for purposes of Section 355(e) of the Code.

        In light of the requirements under Section 355 of the Code, including the factors and safe harbors described above, GCI Liberty might determine to forgo certain transactions that might otherwise be advantageous. In particular, GCI Liberty might determine to continue to operate certain of these business operations for the foreseeable future even if a sale or discontinuance of such business might otherwise be advantageous. Moreover, in light of the requirements of Section 355(e) of the Code, GCI Liberty might determine to forgo certain transactions, including share repurchases, stock issuances, certain asset dispositions and other strategic transactions, for some period of time following the split-off. In addition, GCI Liberty's indemnity obligation under the Tax Sharing Agreement might discourage, delay or prevent its entering into a change of control transaction for some period of time following the split-off.

Risks Relating to the Legacy GCI Operations

         GCI Liberty faces competition that may reduce its market share and harm its financial performance.

        There is substantial competition in the telecommunications and entertainment industries. Through mergers, various service integration strategies, and business alliances, major providers are striving to strengthen their competitive positions. GCI Liberty faces increased wireless services competition from national carriers in the Alaska market and increasing video services competition from DBS providers and over-the-top content providers who are often able to offer more flexible subscription packages and exclusive content.

        GCI Liberty expects competition to increase as a result of the rapid development of new technologies, services and products. GCI Liberty cannot predict which of many possible future technologies, products or services will be important to maintain its competitive position or what expenditures will be required to develop and provide these technologies, products or services. GCI Liberty's ability to compete successfully will depend on marketing and on its ability to anticipate and respond to various competitive factors affecting the industry, including new services that may be introduced, changes in consumer preferences, economic conditions and pricing strategies by competitors. To the extent GCI Liberty does not keep pace with technological advances or fails to timely respond to changes in competitive factors in its industry and in its markets, GCI Liberty could lose market share or experience a decline in its revenue and net income. Competitive conditions create a risk of market share loss and the risk that customers shift to less profitable lower margin services. Competitive pressures also create challenges for GCI Liberty's ability to grow new businesses or introduce new services successfully and execute its business plan. GCI Liberty also faces the risk of potential price cuts by its competitors that could materially adversely affect its market share and gross margins.

        Its wholesale customers including its major roaming customers may construct facilities in locations where they contract with GCI Liberty to use its network to provide services on their behalf. GCI Liberty would experience a decline in revenue and net income if any of its wholesale customers constructed or expanded their existing networks in places where service is provided on its network. Some of its wholesale customers have greater access to financial, technical, and other resources than GCI Liberty does. GCI Liberty expects to continue to offer competitive alternatives to such customers in order to retain significant traffic on its network. GCI Liberty cannot predict whether such negotiations will be successful. GCI Liberty's inability to negotiate such contracts could have a material adverse effect on its business, financial condition and results of operations.

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         If GCI Liberty experiences low or negative rates of subscriber acquisition or high rates of turnover, its financial performance will be impaired.

        GCI Liberty is in the business of selling communications and entertainment services to subscribers, and its economic success is based on its ability to retain current subscribers and attract new subscribers. If GCI Liberty is unable to retain and attract subscribers, its financial performance will be impaired. GCI Liberty's rates of subscriber acquisition and turnover are affected by a number of competitive factors, including the size of its service areas, network performance and reliability issues, its device and service offerings, subscribers' perceptions of its services, and customer care quality. Managing these factors and subscribers' expectations is essential in attracting and retaining subscribers. Although GCI Liberty has implemented programs to attract new subscribers and address subscriber turnover, GCI Liberty cannot assure you that these programs or its strategies to address subscriber acquisition and turnover will be successful. A high rate of turnover or low or negative rate of new subscriber acquisition would reduce revenues and increase the total marketing expenditures required to attract the minimum number of subscribers required to sustain its business plan which, in turn, could have a material adverse effect on its business, financial condition and results of operations.

         GCI Liberty may be unable to obtain or maintain the roaming services it needs from other carriers to remain competitive.

        Some of GCI Liberty's competitors have national networks that enable them to offer nationwide coverage to their subscribers at a lower cost than GCI Liberty can offer. The networks GCI Liberty operates do not, by themselves, provide national coverage, and GCI Liberty must pay fees to other carriers who provide roaming services to it. GCI Liberty currently relies on roaming agreements with several carriers for the majority of its roaming services.

        The FCC requires commercial mobile radio service providers to provide roaming, upon request, for voice and SMS text messaging services on reasonable and non-discriminatory terms. The FCC also requires carriers to offer data roaming services. The rules do not provide or mandate any specific mechanism for determining the reasonableness of roaming rates for voice, SMS text messaging or data services and require that roaming complaints be resolved on a case-by-case basis, based on a non-exclusive list of factors that can be taken into account in determining the reasonableness of particular conduct or rates. If GCI Liberty were to lose the benefit of one or more key roaming or wholesale agreements unexpectedly, GCI Liberty may be unable to obtain similar replacement agreements and as a result may be unable to continue providing nationwide voice and data roaming services for its customers or may be unable to provide such services on a cost-effective basis. GCI Liberty's inability to obtain new or replacement roaming services on a cost-effective basis may limit its ability to compete effectively for wireless customers, which may increase its turnover and decrease its revenues, which in turn could materially adversely affect its business, financial condition and results of operations.

         GCI Liberty's business is subject to extensive governmental legislation and regulation. Applicable legislation and regulations and changes thereto could adversely affect its business, financial position, results of operations or liquidity.

        Wireless Services.     The licensing, construction, operation, sale and interconnection arrangements of wireless communications systems are regulated by the FCC and, depending on the jurisdiction, state and local regulatory agencies. In particular, the FCC imposes significant regulation on licensees of wireless spectrum with respect to:

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        Although the Communications Act of 1934, as amended, preempts state and local regulation of market entry and the rates charged by commercial mobile radio service providers, states may exercise authority over such things as certain billing practices and consumer-related issues. These regulations could increase the costs of GCI Liberty's wireless operations. The FCC grants wireless licenses for terms of generally ten years that are subject to renewal and revocation. FCC rules require all wireless licensees to meet certain build-out requirements and substantially comply with applicable FCC rules and policies and the Communications Act of 1934, as amended, in order to retain their licenses. Failure to comply with FCC requirements in a given license area could result in revocation of the license for that license area. There is no guarantee that GCI Liberty's licenses will be renewed.

        Commercial mobile radio service providers must implement E911 capabilities in accordance with FCC rules. While GCI Liberty believes that it is currently in compliance with such FCC rules, the failure to deploy E911 service consistent with FCC requirements could subject it to significant fines.

        GCI Liberty uses tower facilities for the provision of its wireless services. The FCC, together with the Federal Aviation Administration, also regulates tower marking and lighting. In addition, tower construction is affected by federal, state and local statutes addressing zoning, environmental protection and historic preservation. The FCC requires local notice in any community in which an applicant is seeking FCC Antenna Structure Registration to build a tower. Local notice provides members of the community with an opportunity to comment on or challenge the tower construction for environmental reasons. This rule could cause delay for certain tower construction projects.

        Internet Services.     In 2015, the FCC adopted an order reclassifying Internet service as a telecommunications service under Title II of the Communications Act, and the U.S. Court of Appeals for the District of Columbia Circuit upheld the new rules in June 2016. The order prohibits broadband providers from blocking or throttling most lawful public Internet traffic, and from engaging in paid prioritization of that traffic. The order also strengthens transparency rules, which require accurate and truthful service disclosures, sufficient for consumers to make informed choices, for example, about speed, price and fees, latency, and network management practices. The order allows broadband providers to engage in reasonable network management, including using techniques to address traffic congestion. The new rules apply equally to wired and wireless broadband services. The order refrains from imposing rate regulation or tariff requirements on broadband services.

        The FCC has exercised its authority to forbear from applying many provisions of Title II. However, GCI Liberty cannot predict how the FCC will interpret or apply the statutory provisions and regulations from which it did not forbear. It is possible that the FCC could interpret or apply the new rules or "Title II" statutory provisions or regulations in a way that has a material adverse effect on GCI Liberty's business, financial position, results of operations, or liquidity. Class action lawsuits arising under provisions of Title II from which the FCC did not forbear also pose the risk of similar negative impacts.

        On May 23, 2017, the FCC released a Notice of Proposed Rulemaking ( Notice ) seeking comment on proposals to eliminate or substantially revise the new rules for Internet service. For example, the Notice proposes to reinstate the FCC's previous classification of broadband Internet access service as an information service not subject to Title II regulation and seeks comment on whether it should retain, revise or eliminate the prohibitions on blocking, throttling and paid prioritization and the enhanced transparency rules it adopted in 2015. In addition, Congress is considering legislation that may supplement or supplant in whole or part the FCC's new rules. GCI Liberty currently cannot predict how the FCC will interpret or apply its new rules, the outcome of the proposed rulemaking under the Notice, and whether any such legislation will be adopted or what impacts are most likely.

        Video Services.     The cable television industry is subject to extensive regulation at various levels, and many aspects of such regulation are currently the subject of judicial proceedings and administrative or legislative proposals. Federal law strictly limits the permissible scope of cable rate regulation to a

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cable system's minimum ("basic") level of service and associated equipment. Moreover, in 2015, the FCC adopted an order requiring a cable franchising authority interested in regulating cable rates to first make an affirmative showing that there is no "effective competition" (as defined under federal law) in the cable community. The Regulatory Commission of Alaska has not made such a showing, so none of GCI's video services are currently subject to rate regulation.

        Other existing federal regulations, currently the subject of judicial, legislative, and administrative review, could change, in varying degrees, the manner in which video systems operate. Neither the outcome of these proceedings nor their impact on the cable television industry in general, or on its activities and prospects in the cable television business in particular, can be predicted at this time. There can be no assurance that future regulatory actions taken by Congress, the FCC or other federal, state or local government authorities will not have a material adverse effect on its business, financial position, results of operations or liquidity.

        Local Access Services.     GCI Liberty's success in the local telephone market depends on its continued ability to obtain interconnection, access and related services from local exchange carriers on terms that are reasonable and that are based on the cost of providing these services. GCI Liberty's local telephone services business faces the risk of unfavorable changes in regulation or legislation or the introduction of new regulations. GCI Liberty's ability to provide service in the local telephone market depends on its negotiation or arbitration with local exchange carriers to allow interconnection to the carrier's existing local telephone network (in some Alaska markets at cost-based rates), to establish dialing parity, to obtain access to rights-of-way, to resell services offered by the local exchange carrier, and in some cases, to allow the purchase, at cost-based rates, of access to unbundled network elements. Future negotiations or arbitration proceedings with respect to new or existing markets could result in a change in GCI Liberty's cost of serving these markets via the facilities of the ILEC or via wholesale offerings.

         Loss of GCI Liberty's ETC status would disqualify it from USF support.

        The USF pays support to Eligible Telecommunications Carriers (the ETCs ) to support the provision of facilities-based wireline and wireless telephone service in high cost areas. If GCI Liberty were to lose its ETC status in any of the study areas where GCI is currently an authorized ETC whether due to legislative or regulatory reform or its failure to comply with applicable laws and regulations, GCI Liberty would be ineligible to receive USF support for providing service in that area. Loss of GCI Liberty's ETC status could have an adverse effect on its business, financial position, results of operations or liquidity.

         Revenues and accounts receivable from USF support may be reduced or lost.

        GCI has received and GCI Liberty will receive support from each of the various USF programs: high cost, low income, rural health care, and schools and libraries. This support was 24%, 19%, and 19% of GCI's revenue for the years ended December 31, 2016, 2015 and 2014, respectively. GCI had USF net receivables of $134.4 million and $92.0 million and $98.1 million at March 31, 2017 and December 31, 2016 and 2015, respectively. The programs are subject to change by regulatory actions taken by the FCC or legislative actions. Changes to any of the USF programs in which GCI Liberty participates could result in a material decrease in revenue and accounts receivable, which could have an adverse effect on its business, financial position, results of operations or liquidity.

         GCI Liberty may not meet its performance plan milestones under the Alaska Plan Order.

        As an ETC, GCI receives support from the USF to support the provision of wireline local access and wireless service in high cost areas. On August 31, 2016, the FCC published the Alaska Plan Order pursuant to which GCI submitted to the FCC a performance plan with five-year and ten-year

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commitments. If GCI Liberty is unable to meet the final performance plan milestones approved by the FCC, GCI Liberty will be required to repay 1.89 times the average amount of support per location received over the ten-year term for the relevant number of locations that GCI Liberty failed to deploy to, plus ten percent of its total Alaska Plan Order support received over the ten-year term. Inability to meet its performance plan milestones could have an adverse effect on GCI Liberty's business, financial position, results of operations or liquidity.

         GCI Liberty may lose USF high cost support if another carrier adds 4G LTE service in an area where GCI Liberty currently provides 4G LTE service.

        Under the Alaska Plan Order, the FCC adopted a process for revisiting, after five years, whether and to what extent there is duplicative support for 4G LTE service in rural Alaska and to take steps to eliminate such duplicative support levels in the second half of the ten-year term. As a result, if another carrier builds 4G LTE service in an area where GCI Liberty is the sole provider and the FCC decides to redistribute the support, then its high cost support may be reduced, which could have an adverse effect on its business, financial position, results of operations or liquidity.

         Programming expenses for GCI Liberty's video services are increasing, which could adversely affect its business.

        GCI Liberty expects programming expenses for its video services to continue to increase in the foreseeable future. The multichannel video provider industry has continued to experience an increase in the cost of programming, especially sports programming and costs to retransmit local broadcast stations. As GCI Liberty's contracts with content providers expire, there can be no assurance that they will be renewed on acceptable terms or that they will be renewed at all, in which case GCI Liberty may be unable to provide such content as part of its video services and its business could be adversely affected. If GCI Liberty adds programming to its video services or if GCI Liberty chooses to distribute existing programming to its customers through additional delivery platforms, GCI Liberty may incur increased programming expenses. If GCI Liberty is unable to raise its customers' rates or offset such programming cost increases through the sale of additional services, the increasing cost of programming could have an adverse impact on its business, financial condition, or results of operations.

         The decline in results of operations for GCI Liberty's wireline voice services' including long-distance and local access services, may accelerate.

        GCI Liberty expects its wireline voice services' results of operations will continue to decline. GCI experienced a 12% decline in wireline voice services' revenues from 2014 to 2016. Wireline voice services' revenues constituted 9% of GCI's total revenues for 2016. As competition from wireless carriers, such as itself, increases, GCI Liberty expects its long-distance and local access services' subscribers and revenues will continue to decline and the rate of decline may accelerate.

         GCI Liberty may not be able to satisfy the requirements of its participation in a New Markets Tax Credit program for funding its TERRA-NW project.

        In 2011, 2012, and 2017, GCI entered into four separate arrangements under the New Markets Tax Credit ( NMTC ) program with US Bancorp to help fund various phases of its TERRA-NW project. In connection with the NMTC transactions, GCI received proceeds which were restricted for use on TERRA-NW. The NMTCs are subject to 100% recapture of the tax credit for a period of seven years as provided in the Code. GCI Liberty is required to be in compliance with various regulations and contractual provisions that apply to the NMTC arrangements. GCI Liberty has agreed to indemnify US Bancorp for any loss or recapture of its $59.9 million in NMTCs until such time as GCI Liberty's obligation to deliver tax benefits is relieved in 2018, 2019, and 2024 for the arrangements entered into in 2011, 2012, and 2017, respectively. Non-compliance with applicable requirements could result in

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projected tax benefits not being realized by US Bancorp and could have an adverse effect on GCI Liberty's business and financial position.

         Failure to stay abreast of new technology could affect GCI Liberty's ability to compete in the industry.

        GCI Liberty tests and deploys various new technologies and support systems intended to enhance its competitiveness and increase the utility of its services. As its operations grow in size and scope, it must continuously improve and upgrade its systems and infrastructure while maintaining or improving the reliability and integrity of its systems and infrastructure. The emergence of alternative platforms such as mobile or tablet computing devices and the emergence of niche competitors who may be able to optimize products, services or strategies for such platforms will require new investment in technology. GCI Liberty may not successfully complete the rollout of new technology and related features or services in a timely manner, and they may not be widely accepted by its customers or may not be profitable, in which case GCI Liberty could not recover its investment in the technology. There can be no assurance that it will be able to compete with advancing technology or introduce new technologies and systems as quickly as it would like or in a cost effective manner. Deployment of technology supporting new service offerings may also adversely affect the performance or reliability of its networks with respect to both the new and existing services. Any resulting customer dissatisfaction could affect its ability to retain customers and may have an adverse effect on its financial position, results of operations, or liquidity. In addition to introducing new technologies and offerings, GCI Liberty must phase out outdated and unprofitable technologies and services. If GCI Liberty is unable to do so on a cost-effective basis, GCI Liberty could experience reduced profits.

         GCI Liberty's business is geographically concentrated in Alaska and is impacted by the economic conditions in Alaska.

        GCI Liberty offers products and services to customers primarily throughout Alaska. Because of this geographic concentration, growth of its business and operations depends upon economic conditions in Alaska. The economy of Alaska is dependent upon the oil industry, state government spending, United States military spending, investment earnings and tourism. Prolonged periods of low oil prices will adversely impact the Alaska economy, which in turn could have an adverse impact on the demand for GCI Liberty's products and services and on its results of operations and financial condition. Oil prices have continued to remain low which has put significant pressure on the Alaska state government budget since the majority of its revenues come from the oil industry. While the Alaska state government has significant reserves that GCI Liberty believes will help fund the state government for the next couple of years, major structural budgetary reforms will need to be implemented in order to offset the impact of declining oil prices. The State of Alaska has failed to pass a workable long-term fiscal plan; therefore, GCI reduced its 2017 Alaska capital expenditure budget by 20% to 25% of the 2016 target of $210.0 million due substantially to the continued uncertainty of the ability of the State of Alaska to adopt and implement a workable long-term fiscal plan.

        The Alaska economy is officially in a recession. If the recession continues, it could negatively affect GCI Liberty's business including its financial position, results of operations, or liquidity, as well as its ability to service debt, pay other obligations and enhance shareholder returns. While it is difficult for us to predict the impact of the recession on its business, these conditions could adversely affect the affordability of and demand for some of its products and services and could cause customers to shift to lower priced products and services or to delay or forgo purchases of its products and services. One or more of these circumstances could cause its revenue to decline. Also, its customers may not be able to obtain adequate access to credit, which could affect their ability to make timely payments to GCI Liberty. If that were to occur, GCI Liberty could be required to increase its allowance for doubtful accounts, and the number of days outstanding for its accounts receivable could increase.

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        Additionally, the customer base in Alaska is limited and GCI Liberty has already achieved significant market penetration with respect to its service offerings in Anchorage and other locations in Alaska. GCI Liberty may not be able to continue to increase its share of the existing markets for its services, and no assurance can be given that the Alaskan economy will grow and increase the size of the markets GCI Liberty serves or increase the demand for the services GCI Liberty offers. The markets in Alaska for wireless and wireline telecommunications and video services are unique and distinct within the United States due to Alaska's large geographical size, its sparse population located in a limited number of clusters, and its distance from the rest of the United States. The expertise GCI Liberty has developed in operating its businesses in Alaska may not provide it with the necessary expertise to successfully enter other geographic markets.

         Natural or man-made disasters or terrorist attacks could have an adverse effect on GCI Liberty's business.

        GCI Liberty's technical infrastructure (including its communications network infrastructure and ancillary functions supporting its network such as service activation, billing and customer care) is vulnerable to damage or interruption from technology failures, power surges or outages, natural disasters, fires, human error, terrorism, intentional wrongdoing or similar events. As a communications provider, there is an increased risk that GCI Liberty's technological infrastructure may be targeted in connection with terrorism or cyberattacks, either as a primary target, or as a means of facilitating additional attacks on other targets.

        In addition, earthquakes, floods, fires and other unforeseen natural disasters or events could materially disrupt GCI Liberty's business operations or its provision of service in one or more markets. Costs GCI Liberty incurs to restore, repair or replace its network or technical infrastructure, as well as costs associated with detecting, monitoring or reducing the incidence of unauthorized use, may be substantial and increase its cost of providing service. Any failure in or interruption of systems that GCI Liberty or third parties maintain to support ancillary functions, such as billing, point of sale, inventory management, customer care and financial reporting, could materially impact its ability to timely and accurately record, process and report information important to its business. If any of the above events were to occur, GCI Liberty could experience higher churn, reduced revenues and increased costs, any of which could harm its reputation and have a material adverse effect on its business, financial condition or results of operations.

        Additionally, GCI Liberty's insurance may not be adequate to cover the costs associated with a natural disaster or terrorist attack.

         Cyberattacks or other network disruptions could have an adverse effect on its business.

        Cyberattacks against GCI Liberty's technological infrastructure or breaches of network information technology may cause equipment failures, disruption of its operations, and potentially unauthorized access to confidential customer data. Cyberattacks, which include the use of malware, computer viruses, and other means for service disruption or unauthorized access to confidential customer data, have increased in frequency, scope, and potential harm for businesses in recent years. It is possible for such cyberattacks to go undetected for an extended period of time, increasing the potential harm to GCI Liberty's customers, its assets, and its reputation.

        To date, GCI Liberty has not been subject to cyberattacks or network disruptions that individually or in the aggregate, have been material to its operations or financial condition. Nevertheless, GCI Liberty engages in a variety of preventive measures at an increased cost to it, in order to reduce the risk of cyberattacks and safeguard its infrastructure and confidential customer information. Such measures include, but are not limited to the following industry best practices: application whitelisting, anti-malware, message and spam filtering, encryption, advanced firewalls, threat detection, and URL

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filtering. Despite these preventive and detective actions, its efforts may be insufficient to repel a major cyberattack or network disruption in the future.

        Some of the most significant risks to its information technology systems, networks, and infrastructure include:

        If hackers or cyberthieves gain improper access to its technology systems, networks, or infrastructure, they may be able to access, steal, publish, delete, misappropriate, modify or otherwise disrupt access to confidential customer data. Moreover, additional harm to customers could be perpetrated by third parties who are given access to the confidential customer data. A network disruption (including one resulting from a cyberattack) could cause an interruption or degradation of service as well as permit access, theft, publishing, deletion, misappropriation, or modification to or of confidential customer data. Due to the evolving techniques used in cyberattacks to disrupt or gain unauthorized access to technology networks, GCI Liberty may not be able to anticipate or prevent such disruption or unauthorized access.

        The costs imposed on GCI Liberty as a result of a cyberattack or network disruption could be significant. Among others, such costs could include increased expenditures on cyber security measures, litigation, fines, and sanctions, lost revenues from business interruption, and damage to the public's perception regarding its ability to provide a secure service. As a result, a cyberattack or network disruption could have a material adverse effect on GCI Liberty's business, financial condition, and operating results.

         Increases in data usage on GCI Liberty's wired and wireless networks may cause network capacity limitations, resulting in service disruptions, reduced capacity or slower transmission speeds for its customers.

        Video streaming services and peer-to-peer file sharing applications use significantly more bandwidth than traditional Internet activity such as web browsing and email. As use of these newer services continues to grow, GCI Liberty's customers will likely use more bandwidth than in the past. Additionally, new wireless handsets and devices may place a higher demand for data on GCI Liberty's wireless network. If this occurs, GCI Liberty could be required to make significant capital expenditures to increase network capacity in order to avoid service disruptions, service degradation or slower transmission speeds for its customers. Alternatively, GCI Liberty could choose to implement network management practices to reduce the network capacity available to bandwidth-intensive activities during certain times in market areas experiencing congestion, which could negatively affect its ability to retain and attract customers in affected areas. While GCI Liberty believes demand for these services may drive customers to pay for faster speeds, competitive or regulatory constraints may preclude it from recovering the costs of the necessary network investments which could result in an adverse impact to its business, financial condition, and operating results.

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         Prolonged service interruptions or system failures could affect GCI Liberty's business.

        GCI Liberty relies heavily on its network equipment, communications providers, data and software to support all of its functions. GCI Liberty relies on its networks and the networks of others for substantially all of its revenues. GCI Liberty is able to deliver services and serve its customers only to the extent that GCI Liberty can protect its network systems against damage from power or communication failures, computer viruses, natural disasters, unauthorized access and other disruptions. While GCI Liberty endeavors to provide for failures in the network by providing back-up systems and procedures, GCI Liberty cannot guarantee that these back-up systems and procedures will operate satisfactorily in an emergency. Disruption to its billing systems due to a failure of existing hardware and backup protocols could have an adverse effect on its revenue and cash flow. Should GCI Liberty experience a prolonged failure, it could seriously jeopardize its ability to continue operations. In particular, should a significant service interruption occur, its ongoing customers may choose a different provider, and its reputation may be damaged, reducing its attractiveness to new customers.

         If failures occur in GCI Liberty's undersea fiber optic cable systems or GCI Liberty's TERRA facilities and its extensions, GCI Liberty's ability to immediately restore the entirety of its service may be limited and GCI Liberty could incur significant costs.

        GCI Liberty's communications facilities include undersea fiber optic cable systems that carry a large portion of its traffic to and from the contiguous lower 48 states, one of which provides an alternative geographically diverse backup communication facility to the other. GCI Liberty's facilities also include TERRA and its extensions which are unringed, operating in a remote environment and are at times difficult to access for repairs. Damage to an undersea fiber optic cable system or TERRA and its extensions could result in significant unplanned expense. If a failure of both sides of the ring of GCI Liberty's undersea fiber optic facilities or of GCI Liberty's unringed TERRA facility and its extensions occurs and GCI Liberty is not able to secure alternative facilities, some of the communications services GCI Liberty offers to its customers could be interrupted, which could have a material adverse effect on its business and financial position.

         If a failure occurs in GCI Liberty's satellite communications systems, its ability to immediately restore the entirety of its service may be limited.

        GCI Liberty's communications facilities include satellite transponders that GCI Liberty uses to serve many rural and remote Alaska locations. Each of its C-band and Ku-band satellite transponders is backed up using on-board transponder redundancy. In the event of a complete spacecraft failure, the services are restored using capacity on other spacecraft that are held in reserve. If a failure of its satellite transponders occurs and GCI Liberty is not able to secure alternative facilities, some of the communications services GCI Liberty offers to its customers could be interrupted, which could have a material adverse effect on its business and financial position.

         GCI Liberty depends on a limited number of third party vendors to supply communications equipment. If GCI Liberty does not obtain the necessary communications equipment, GCI Liberty will not be able to meet the needs of its customers.

        GCI Liberty depends on a limited number of third party vendors to supply wireless, Internet, video and other telephony-related equipment. If its equipment providers are unable to timely supply the equipment necessary to meet its needs or provide them at an acceptable cost, GCI Liberty may not be able to satisfy demand for its services, and competitors may fulfill this demand. Due to the unique characteristics of the Alaska communications markets (i.e., remote locations, rural, satellite-served, low density populations, and its leading edge services and products), in many situations GCI Liberty deploys and utilizes specialized, advanced technology and equipment that may not have a large market or demand. GCI Liberty's vendors may not succeed in developing sufficient market penetration to sustain

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continuing production and may fail. Vendor bankruptcy, or acquisition without continuing product support by the acquiring company, may require GCI Liberty to replace technology before its otherwise useful end of life due to lack of on-going vendor support and product development.

        The suppliers and vendors on which GCI Liberty relies may also be subject to litigation with respect to technology on which GCI Liberty depends, including litigation involving claims of patent infringement. Such claims have been growing rapidly in the communications industry. GCI Liberty is unable to predict whether its business will be affected by any such litigation.

        GCI Liberty's dependence on key suppliers may continue to deepen as they develop and introduce more advanced generations of technology. The failure of GCI Liberty's key suppliers to provide products or product support could have a material adverse effect on GCI Liberty's business, financial position and results of operations.

         GCI Liberty does not have insurance to cover certain risks to which GCI Liberty is subject, which could lead to the occurrence of uninsured liabilities.

        As is typical in the communications industry, GCI Liberty is self-insured for damage or loss to certain of its transmission facilities, including its buried, undersea and above-ground fiber optic cable systems. If GCI Liberty becomes subject to substantial uninsured liabilities due to damage or loss to such facilities, its financial position, results of operations or liquidity may be adversely affected.

         GCI Liberty is in the process of transferring its customer billing systems to a new third party vendor. Any unanticipated difficulties, disruption or significant delays could have adverse operational, financial and reputational effects on its business.

        GCI Liberty is currently implementing a new customer billing system, which involves moving to a new third party billing services vendor and platform in 2018. The implementation may cause major system or business disruptions or GCI Liberty may fail to implement the new billing system in a timely or effective manner. In addition, the third party billing services vendor may experience errors, cyber-attacks or other operational disruptions that could negatively impact GCI Liberty and over which GCI Liberty may have limited control. Interruptions and/or failure of this new billing services system could disrupt GCI Liberty's operations and impact its ability to provide or bill for its services, retain customers, or attract new customers, and negatively impact overall customer experience. Any occurrence of the foregoing could cause material adverse effects on GCI Liberty's operations and financial condition, material weaknesses in its internal control over financial reporting and reputational damage.

         The processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.

        In the processing of consumer transactions and managing their employees, GCI Liberty receives, transmits and stores a large volume of personally identifiable information and other user data. The processing, storage, sharing, use, disclosure and protection of this information are governed by the privacy and data security policies maintained by its businesses. Moreover, there are federal, state and international laws regarding privacy and the processing, storage, sharing, use, disclosure and protection of personally identifiable information and user data. Specifically, personally identifiable information is increasingly subject to legislation and regulations, including changes in legislation and regulations, in numerous jurisdictions around the world, the intent of which is to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction. Compliance with these laws and regulations, or changes in these laws and regulations, may be onerous and expensive. In addition, GCI Liberty, its subsidiaries or its business affiliates may not have adequate insurance coverage to compensate for losses.

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         Concerns about health/safety risks associated with wireless equipment may reduce the demand for GCI Liberty's wireless services.

        GCI Liberty does not manufacture devices or other equipment sold by it, and GCI Liberty depends on its suppliers to provide defect-free and safe equipment. Suppliers are required by applicable law to manufacture their devices to meet certain governmentally imposed safety criteria. However, even if the devices GCI Liberty sells meet the regulatory safety criteria, GCI Liberty could be held liable with the equipment manufacturers and suppliers for any harm caused by products GCI Liberty sells if such products are later found to have design or manufacturing defects. GCI Liberty cannot guarantee that GCI Liberty will be fully protected against all losses associated with a product that is found to be defective.

        Portable communications devices have been alleged to pose health risks, including cancer, due to radio frequency emissions from these devices. Purported class actions and other lawsuits have been filed from time to time against other wireless companies seeking not only damages but also remedies that could increase the cost of doing business. GCI Liberty cannot be sure of the outcome of any such cases or that the industry will not be adversely affected by litigation of this nature or public perception about health risks. The actual or perceived risk of mobile communications devices could adversely affect GCI Liberty through a reduction in subscribers. Further research and studies are ongoing, with no clear linkage between health risks and mobile phone use established to date by a credible public source. However, GCI Liberty cannot be sure that additional studies will not demonstrate a link between radio frequency emissions and health concerns.

        Additionally, there are safety risks associated with the use of wireless devices while operating vehicles or equipment. Concerns over any of these risks and the effect of any legislation, rules or regulations that have been or may be adopted in response to these risks could limit GCI Liberty's ability to sell its wireless services.

Risks Relating to GCI Liberty's Corporate and Capital Structure and certain Financial Matters

         GCI Liberty will be a holding company with a substantial portion of its consolidated debt and other obligations held outside of its operating subsidiaries, and its ability to service that debt and such other obligations will require access to funds of its operating subsidiaries, which may be restricted.

        GCI Liberty will incur substantial indebtedness that is in addition to the indebtedness that GCI currently has outstanding. GCI Liberty, which will be a holding company, is expected to issue up to $750 million principal amount of GCI Liberty Charter Exchangeable Debentures in connection with the contribution and the exchange offer to be undertaken by Liberty LLC, and up to an additional $1.0 billion in borrowings pursuant to the margin loan facility to be entered into by Broadband Holdco, which will be a wholly owned subsidiary of GCI Liberty. The margin loan facility will be secured by a pledge of approximately 42.7 million shares of Series C common stock of Liberty Broadband, which will constitute all of the assets of Broadband Holdco. Upon the consummation of the Transactions, GCI's current indebtedness will be held through GCI, LLC as successor to GCI, Inc. ( GCI LLC ), which will be an intermediate holding company of GCI Liberty that will hold, in turn, all of the capital stock of GCI's legacy operating subsidiaries, as well as all of the contributed Ventures assets, including Broadband Holdco. The legacy GCI operating subsidiaries are expected to generate substantially all of the cash flow of the consolidated GCI Liberty. The indebtedness of GCI LLC is expected to consist of $775 million in outstanding senior notes and $458 million in outstanding term loans under a senior secured credit facility with a syndicate of banks, with commitments to incur up to $200 million in revolving loans under such senior secured credit facility. Prior to the consummation of the contribution, Liberty Interactive, Liberty LLC, and GCI Liberty will enter into the Indemnification Agreement with the other parties thereto pursuant to which, in exchange for a guarantee fee not to exceed 3% of the principal amount of the GCI Liberty Exchangeable Debentures, (1) Liberty LLC will provide GCI

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Liberty with a guarantee with respect to the GCI Liberty Exchangeable Debentures issued in connection with the exchange offer until October 5, 2023, (2) GCI Liberty will indemnify Liberty LLC against certain obligations with respect to the retained exchangeable debentures until the earliest of October 5, 2023 and the date upon which there cease to be any retained exchangeable debentures, (3) GCI Liberty and one of its wholly-owned subsidiaries will indemnify and reimburse Liberty LLC for payments made by Liberty LLC under the guarantee, and (4) Liberty Interactive and GCI Liberty will indemnify each other with respect to certain potential losses in respect of the split-off. The ability of GCI Liberty, GCI LLC, and Broadband Holdco to service their respective financial obligations will depend on their ability to access cash. The ability of GCI Liberty or GCI LLC to access the cash of GCI's legacy operating subsidiaries will depend on those subsidiaries individual operating results and any statutory or regulatory restrictions. In addition, covenants included in GCI LLC's senior notes and senior credit facility will limit the ability of GCI LLC to upstream cash to GCI Liberty or downstream cash to Broadband Holdco for this purpose. GCI Liberty's other potential sources of cash will include its available cash balances, dividends and interest from its investments, monetization of the public investment portfolio that will be contributed to GCI Liberty as part of the contribution, and proceeds from asset sales. There can be no assurance that GCI Liberty will maintain the amounts of cash or marketable securities that it will have at the time of the consummation of the Transactions.

         GCI Liberty's significant debt and other obligations could adversely affect its business.

        GCI Liberty's high level of debt and other obligations could have important consequences, including the following:

         GCI Liberty will require a significant amount of cash to service its debt and to meet other obligations which may cause GCI Liberty to curtail, delay or abandon its business growth plans and may increase its borrowing costs or limit its ability to raise additional capital.

        GCI Liberty will require a significant amount of cash to satisfy its debt service requirements and to meet other obligations. As of March 31, 2017, after giving pro forma effect to the issuance of $750 million principal amount of GCI Liberty Charter Exchangeable Debentures issued in connection

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with the exchange offer and the incurrence of the initial $500 million principal amount of indebtedness pursuant to the margin loan facility in connection with the Transactions, GCI Liberty would have had outstanding approximately $2.6 billion of principal indebtedness on a consolidated basis. GCI Liberty's ability to make payments on its debt and other financial obligations and to fund planned capital expenditures and acquisitions will depend on its ability to generate cash. In addition, GCI Liberty's ability to arrange additional financing or to effect a refinancing in the future will be subject to, among other factors, its credit rating, its financial performance, general economic conditions, prevailing market conditions, the state of competition in its market, the outcome of certain legislative and regulatory issues and other factors that may be beyond its control. GCI Liberty's business may not generate sufficient cash flow from operations or asset sales, and future borrowings may not be available to GCI Liberty in an amount sufficient to enable it to pay its debt or to fund its other liquidity needs. GCI Liberty may need to refinance all or a portion of its debt on or before maturity. Further, GCI Liberty may not be able to refinance any of its debt on commercially reasonable terms or at all.

         The terms of GCI Liberty's debt obligations impose restrictions on GCI Liberty that may affect its ability to successfully operate its business and its ability to make payments on the debt obligations.

        The indentures and credit agreement governing the indebtedness incurred by GCI LLC will contain various covenants that could materially and adversely affect GCI Liberty's ability to operate its business and finance its future operations or capital needs and to engage in other business activities that may be in its best interest.

        All of these covenants may effectively restrict GCI Liberty's ability to expand or to pursue its business strategies. Its ability to comply with these covenants may be further affected by events beyond its control, such as prevailing economic conditions and changes in regulations, and if such events occur, GCI Liberty cannot be sure that GCI Liberty will be able to comply. A breach of these covenants could result in a default under the indentures and/or the credit agreements. If an event of default under the indentures and/or the credit agreement were to occur, holders of such defaulted debt could cause all amounts borrowed under these instruments to be due and payable immediately. Additionally, if GCI Liberty fails to repay the debt under its bank credit facilities when those facilities become due, the lenders could proceed against certain of GCI Liberty's assets and capital stock of those subsidiaries that GCI LLC has pledged to them as security. GCI Liberty's assets or cash flow may not be sufficient to repay borrowings under its outstanding debt instruments in the event of a default thereunder.

         Variable rate indebtedness subjects GCI Liberty to interest rate risk, which could cause its debt service obligations to increase significantly.

        GCI Liberty's borrowings under its bank credit facilities are at variable rates of interest and expose it to interest rate risk. If interest rates increase, its debt service obligations on the variable rate indebtedness could increase even though the amount borrowed remained the same, and its net income and cash flow could decrease.

        In order to manage GCI Liberty's exposure to interest rate risk, in the future, GCI Liberty may enter into derivative financial instruments, typically interest rate swaps and caps, involving the exchange of floating for fixed rate interest payments. If GCI Liberty is unable to enter into interest rate swaps, it may adversely affect its cash flow and may impact its ability to make required principal and interest payments on its indebtedness.

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         Any significant impairment of GCI Liberty's indefinite-lived intangible assets would lead to a decrease in its assets and a reduction in its net operating performance.

        GCI has $530.6 million of indefinite-lived intangible assets, at March 31, 2017, consisting of goodwill of $242.1 million, cable certificates of $191.6 million, wireless licenses of $93.8 million and broadcast licenses of $3.1 million. GCI's cable certificates represent agreements with government entities to construct and operate a video business. GCI's wireless licenses are from the FCC and give it the right to provide wireless service within a certain geographical area. GCI's broadcast licenses represent permission to use a portion of the radio frequency spectrum in a given geographical area for broadcasting purposes. Goodwill represents the excess of cost over fair value of net assets acquired in connection with business acquisitions. The goodwill and intangibles recognized are expected to increase upon completion of acquisition accounting for the Transactions. For more information, see the section entitled "Unaudited Pro Forma Condensed Combined Financial Statements" of this joint proxy statement/prospectus.

        If GCI Liberty makes changes in its business strategy or if market or other conditions adversely affect its operations, GCI Liberty may be forced to record an impairment charge, which would lead to a decrease in its assets and a reduction in its net operating performance. Its indefinite-lived intangible assets are tested annually for impairment during the fourth quarter and at any time upon the occurrence of certain events or substantive changes in circumstances that indicate the assets might be impaired. If the testing performed indicates that impairment has occurred, GCI Liberty is required to record an impairment charge for the difference between the carrying value and the fair value of the goodwill and/or the indefinite-lived intangible assets, as appropriate, in the period in which the determination is made. The testing of goodwill and indefinite-lived intangible assets for impairment requires GCI Liberty to make significant estimates about its future performance and cash flows, as well as other assumptions. These estimates can be affected by numerous factors, including changes in economic, industry or market conditions, changes in underlying business operations, future operating performance, changes in competition, or changes in technologies. Any changes to key assumptions, or actual performance compared with those assumptions, about its business and its future prospects or other assumptions could affect the fair value, resulting in an impairment charge.

         GCI Liberty's ability to use net operating loss carryforwards to reduce future tax payments could be negatively impacted as a result of undergoing an "ownership change" as defined under Section 382 of the Code.

        At March 31, 2017, GCI has tax net operating loss carryforwards of $280.4 million for U.S. federal income tax purposes and, under the Code, GCI may carry forward these net operating losses in certain circumstances to offset any current and future taxable income and thus reduce its federal income tax liability, subject to certain requirements and restrictions. GCI will experience an "ownership change," as defined in Section 382 of the Code and related Treasury Regulations, as a result of the Transactions. If this ownership change occurs at a time when GCI Liberty's market capitalization is below a certain level, its ability to use the net operating loss carryforwards could be substantially limited. This limit could impact the timing of the usage of the net operating loss carryforwards, thus accelerating cash tax payments or causing net operating loss carryforwards to expire prior to their use, which could affect the ultimate realization of that deferred tax asset.

         The market value of GCI Liberty's interests in publicly-traded securities may be affected by market conditions beyond its control that could cause it to record losses for declines in such market value.

        Included among the contributed Ventures assets are equity interests in publicly-traded companies. The value of these interests may be affected by economic and market conditions that are beyond its control, and its ability to liquidate or otherwise monetize these interests without adversely affecting their value may be limited. In addition, as of March 31, 2017, the contributed Ventures assets included

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shares of Charter valued at approximately $1.8 billion and shares of Liberty Broadband, which is Charter's largest shareholder with a 25.01% voting interest in Charter, valued at approximately $3.7 billion. For additional information regarding the risks and uncertainties specific to Charter and Liberty Broadband, holders of GCI Liberty securities should please see "Item 1A, Risk Factors, Factors Relating to Our Corporate History and Structure" and "Item 1A, Risk Factors, Factors Relating to Charter" of Liberty Broadband Corporation's Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on February 17, 2017.

         GCI Liberty will have overlapping directors and management with Liberty Interactive, Liberty Media, Liberty Broadband, Liberty TripAdvisor and Liberty Expedia, which may lead to conflicting interests.

        Following completion of the contribution, most of the executive officers of GCI Liberty will also serve as executive officers of Liberty Interactive, Liberty Media, Liberty TripAdvisor, Liberty Broadband and Liberty Expedia, and there will be overlapping directors. Following the contribution, Mr. Malone will be the Chairman of the Board and a director of GCI Liberty, Liberty Interactive, Liberty Media, Liberty Broadband and Liberty Expedia, and Gregory B. Maffei will be the Chief Executive Officer, President and a director of our company, Liberty Interactive, Liberty Media, Liberty TripAdvisor and Liberty Broadband. Other than GCI Liberty's ownership of shares of Liberty Broadband's non-voting Series C common stock, none of these companies has or will have any ownership interest in any of the others. The executive officers and the members of the GCI Liberty Board will have fiduciary duties to its shareholders. Likewise, any such persons who serve in similar capacities at Liberty Interactive, Liberty Media, Liberty Broadband, Liberty TripAdvisor or Liberty Expedia have fiduciary duties to that company's shareholders. Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest in the event there are matters involving or affecting more than one of the companies to which they owe fiduciary duties. For example, there may be the potential for a conflict of interest when Liberty Interactive, Liberty Media, Liberty Broadband, Liberty TripAdvisor, Liberty Expedia or GCI Liberty looks at acquisitions and other corporate opportunities that may be suitable for each of them. Moreover, most of GCI Liberty's directors and officers will own GCI Liberty stock and equity awards and own Liberty Interactive, Liberty Media, Liberty Broadband, Liberty TripAdvisor and Liberty Expedia stock and equity awards. These ownership interests could create, or appear to create, potential conflicts of interest when the applicable individuals are faced with decisions that could have different implications for GCI Liberty, Liberty Interactive, Liberty Media, Liberty Broadband, Liberty TripAdvisor and Liberty Expedia. Any potential conflict that qualifies as a "related party transaction" (as defined in Item 404 of Regulation S-K under the Securities Act) is subject to review by an independent committee of the applicable issuer's board of directors in accordance with its corporate governance guidelines. Each of Liberty Broadband, Liberty TripAdvisor and Liberty Expedia has renounced its rights to certain business opportunities and each company's restated certificate of incorporation contains provisions deeming directors and officers not in breach of their fiduciary duties in certain cases for directing a corporate opportunity to another person or entity (including GCI Liberty, Liberty Interactive, Liberty Media, Liberty Broadband, Liberty TripAdvisor and Liberty Expedia) instead of such company. Any other potential conflicts that may arise will be addressed on a case-by-case basis, keeping in mind the applicable fiduciary duties owed by the executive officers and directors of each issuer. From time to time, GCI Liberty may enter into transactions with Liberty Interactive, Liberty Media, Liberty Broadband, Liberty TripAdvisor and Liberty Expedia and/or their respective subsidiaries or other affiliates. There can be no assurance that the terms of any such transaction will be as favorable to GCI Liberty, Liberty Interactive, Liberty Media, Liberty Broadband, Liberty TripAdvisor and Liberty Expedia or any of their respective subsidiaries or affiliates as would be the case where there is no overlapping officer or director.

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         GCI Liberty will conduct its operations to maintain its exclusion from the 40 Act, but nevertheless, may become subject to the 40 Act.

        Following the completion of the Transactions, GCI Liberty will be in the business of selling communications and entertainment services to subscribers, and its economic success will be based on its ability to retain current subscribers and attract new subscribers. Further, the legacy GCI operating subsidiaries are expected to generate substantially all of the cash flow of the consolidated GCI Liberty. GCI Liberty intends to continue to conduct its operations so that neither it nor any of its subsidiaries is required to register as an investment company under the 40 Act. To ensure that GCI Liberty does not become subject to regulation under the 40 Act, GCI Liberty may be limited in the type of assets that it may continue to own or acquire and, further, may need to dispose of or acquire certain assets (through a purchase, sale, merger or other transaction) at such times or on such terms as may be less favorable to GCI Liberty than if it were not required to enter into such transaction to maintain its exclusion from regulation under the 40 Act. If for any reason, however, GCI Liberty were to become subject to regulation under the 40 Act (such as due to significant accretion in the value of its interests in certain publicly traded securities coupled with a reduction in the value of the legacy GCI operations or a change in circumstance which results in a reclassification of certain of its operating assets as investment securities for purposes of the 40 Act), after giving effect to any applicable grace periods, GCI Liberty may be required to register as an investment company, which could result in significant registration and compliance costs, could require changes to its corporate governance structure and financial reporting, and could restrict its activities going forward. In addition, if GCI Liberty were to become inadvertently subject to the 40 Act, any violation of the 40 Act could subject it to material adverse consequences, including potentially significant regulatory penalties and the possibility that certain of its contracts could be deemed unenforceable.

         Sales of shares of GCI Liberty Class A Common Stock, GCI Liberty Class B Common Stock or the GCI Liberty Preferred Stock after the completion of the Transactions may cause the respective market prices of these shares to fall.

        Based upon the number of outstanding shares on the GCI record date of [     ·     ], 2017 for the GCI special meeting, and upon the number of outstanding shares on the Liberty Interactive record date of [     ·     ], 2017 for the Liberty Interactive special meeting, it is anticipated that [     ·     ] shares of GCI Liberty Class A Common Stock and [     ·     ] shares of GCI Liberty Preferred Stock will be issued to the former GCI shareholders and [     ·     ] shares of GCI Liberty Class A Common Stock and [     ·     ] shares of GCI Class B Common Stock will be issued to the former LVNTA holders and LVNTB holders, respectively.

        Many former GCI shareholders and former Liberty Ventures stockholders may decide not to hold the shares of GCI Liberty Capital Stock they received in connection with the Transactions. Such sales of shares of GCI Liberty Capital Stock could have the effect of depressing the market prices for GCI Liberty Class A Common Stock, GCI Liberty Class B Common Stock or GCI Liberty Preferred Stock, as applicable, and may take place promptly following the Transactions.

         Following the completion of the Transactions, the market price of the GCI Liberty Capital Stock may fluctuate significantly.

        GCI Liberty cannot predict the prices at which any class of its equity may trade after the completion of the Transactions or whether the market value of the shares of a class of the GCI Liberty Capital Stock held by a shareholder of GCI Liberty after the split-off will be less than, equal to or greater than the market value of a share of the corresponding class of Old GCI Common Stock or a share of the corresponding series of Liberty Ventures Common Stock held by such stockholder prior to

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the completion of the Transactions. The market prices of shares of GCI Liberty Capital Stock may fluctuate significantly due to a number of factors, some of which may be beyond its control, including:

         It may be difficult for a third party to acquire GCI Liberty, even if doing so may be beneficial to GCI Liberty's shareholders.

        Certain provisions of GCI Liberty's restated articles of incorporation and bylaws may discourage, delay or prevent a change in control of GCI Liberty that a shareholder may consider favorable. These provisions include the following:

         After the split-off, one principal shareholder may have significant influence over GCI Liberty.

        Mr. Malone currently has beneficial ownership of shares of Liberty Ventures Common Stock representing approximately 32.9% of the aggregate voting power of the outstanding shares of Liberty Ventures Common Stock as of May 31, 2017 (as reflected under "Security Ownership of Certain Beneficial Owners—Security Ownership of Management—Liberty Interactive" below). Following the consummation of the split-off, Mr. Malone is expected to beneficially own shares of GCI Liberty's stock representing approximately 27.4% of its voting power, based upon outstanding shares of Old GCI Common Stock as of May 1, 2017 and Liberty Ventures Common stock as of May 31, 2017 and the provisions of the reorganization agreement relating to the Transaction Consideration and the split-off, as reflected under "Management of GCI Liberty—Pro Forma Security Ownership of Management" below. Mr. Malone's rights to vote or dispose of his equity interest in GCI Liberty will be subject to the terms of the Malone voting agreement and any restrictions as may be required by applicable law.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

        Certain statements in this joint proxy statement/prospectus and in the documents incorporated by reference herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include, without limitation, statements regarding the Transactions between GCI and Liberty Interactive, the timing of the Transactions, the contemplated reincorporation of GCI Liberty, the renaming of GCI, the anticipated exchange offer, the terms of the proposed reattribution of certain assets and liabilities from the Ventures Group to the QVC Group and the realization of expected synergies and benefits from the Transactions, business strategies, market potential, future financial prospects and other matters that are not historical facts with respect to GCI, Liberty Interactive and/or GCI Liberty. In particular, information included under "Information About the Transactions" and "Risk Factors" contain forward-looking statements. Forward-looking statements inherently involve many risks and uncertainties that could cause actual results to differ materially from those projected in these statements. Where, in any forward-looking statement, GCI or Liberty Interactive express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but such statements necessarily involve risks and uncertainties and there can be no assurance that the expectation or belief will result or be achieved or accomplished. In addition to the risk factors described herein under the headings "Risk Factors," the following include some but not all of the factors that could cause actual results or events to differ materially from those anticipated:

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        These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this joint proxy statement/prospectus, and GCI, Liberty Interactive and GCI Liberty expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein or therein, to reflect any change in their respective expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based. When considering such forward-looking statements, you should keep in mind the factors described in "Risk Factors" and other cautionary statements contained or incorporated in this document. Such risk factors and statements describe circumstances which could cause actual results to differ materially from those contained in any forward-looking statement.

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INFORMATION ABOUT THE TRANSACTIONS

         The following is a discussion of the Transactions and the material terms of the reorganization agreement by and among Liberty Interactive, Liberty LLC and GCI. You are urged to read the reorganization agreement carefully and in its entirety, a copy of which is attached as Annex A and Annex B to this joint proxy statement/prospectus and incorporated by reference into this joint proxy statement/prospectus.

Background of the Transactions

         The following chronology summarizes the key meetings and events that led to the signing of the reorganization agreement. The following chronology does not purport to catalogue every conversation among Liberty Interactive's and GCI's respective boards of directors or among or between the representatives of each company and other parties. All meetings described herein were held telephonically, unless otherwise noted.

        Each of Liberty Interactive's and GCI's respective boards of directors and management teams periodically review their respective company's long-term strategic plan with the goal of maximizing shareholder value. As part of this ongoing process, the board of directors and management of each company have, from time to time, periodically evaluated potential strategic alternatives relating to each company's businesses.

        In November 2016, Liberty Interactive began a preliminary internal analysis of structures concerning the potential split-off of the assets, businesses and liabilities attributed to the Ventures Group and a related acquisition of GCI. In early December 2016, Dr. John C. Malone, Chairman of Liberty Interactive, and Gregory B. Maffei, President and Chief Executive Officer of Liberty Interactive, contacted Ronald A. Duncan, Chief Executive Officer of GCI, to express an interest in a business combination between GCI and the Ventures Group. Mr. Malone and Mr. Maffei did not propose to engage in any specific transaction with GCI during the discussion. Mr. Duncan responded that GCI currently planned to achieve its long-term strategic objectives as an independent company but that GCI was willing to explore a proposal from Liberty Interactive. Mr. Duncan informed the Chairman of the GCI Board, Stephen M. Brett, and GCI Board member Eric Zinterhofer regarding this discussion. Mr. Duncan also informed GCI's outside legal counsel, Sherman & Howard, regarding this discussion. Mr. Duncan informed Mr. Brett and Mr. Zinterhofer that he would cause GCI to enter into a confidentiality agreement with Liberty Interactive.

        On December 8, 2016, GCI and Liberty Interactive entered into a confidentiality agreement (the Confidentiality Agreement ) and GCI subsequently made available to Liberty Interactive certain preliminary due diligence materials. Also on December 8, 2016, GCI's management presented certain long-term strategic and financial information to the GCI Board, including the Base Projections (as defined below). See "—GCI Management's Unaudited Prospective Financial Information" below for information regarding the Base Projections.

        On December 12, 2016, at a quarterly meeting of Liberty Interactive's board, Mr. Maffei noted that Liberty Interactive's management was in the process of evaluating a potential acquisition of GCI for stock.

        On December 17, 2016, Messrs. Duncan, Brett, Zinterhofer and Maffei, together with other members of the Liberty Interactive management team, met in Denver to discuss the structure of a potential business combination. Messrs. Duncan, Brett and Zinterhofer provided Liberty Interactive with a presentation on the business, strategies and recent financial performance of GCI.

        On December 19, 2016, Liberty Interactive sent to Messrs. Duncan and Brett a summary description of the structure of a potential business combination between GCI and a to-be-formed entity consisting of a group of assets and liabilities attributed to the Ventures Group (the Proposed Transaction ). This description did not indicate price or other specific transaction terms.

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Messrs. Duncan and Brett provided this description to Mr. Zinterhofer, and Mr. Duncan requested that Mr. Zinterhofer prepare information about GCI, and provide certain other assistance, for the purpose of the parties' evaluation of the Proposed Transaction. Mr. Zinterhofer is a Founding Partner of Searchlight and it was anticipated that personnel at Searchlight would assist Mr. Zinterhofer in providing such information to GCI (although Searchlight was not formally engaged to provide any such services to GCI). Please see "—Interests of Certain Persons of GCI in the Transactions—Non-Employee Directors" for additional information about Searchlight's relationship with GCI. Further discussions relating to GCI's business and financial condition continued during that month.

        On January 4, 2017, at the request of Mr. Duncan, representatives of Searchlight met in person with representatives of Liberty Interactive and made a presentation regarding GCI that included certain financial information that had been included in the Base Projections.

        In mid-January 2017, Mr. Maffei had a preliminary discussion with Mr. Zinterhofer regarding proposed pricing methodology for the Proposed Transaction. Mr. Zinterhofer then reported this conversation to Mr. Brett and Mr. Duncan. Also in January 2017, GCI management made certain adjustments to the Base Projections to add additional revenue expected in 2020. See "—GCI Management Unaudited Prospective Financial Information" below for additional information regarding these Adjusted Projections (as defined therein).

        On January 21, 2017, Liberty Interactive submitted a preliminary, non-binding written proposal for the Proposed Transaction to Messrs. Duncan, Brett and Zinterhofer, with a proposed price of $27.50 per share for the Old GCI Common Stock, payable in Common Stock Consideration, which was to be valued at the LVNTA then-current market price and subject to a 10% collar. The closing price of the GCI Class A Common Stock on the previous day was $19.81 and the closing price of LVNTA on the previous day was $41.24. The proposal highlighted the discount to net asset value ( NAV ) at which LVNTA was then and had been trading and the effective value Liberty Interactive believed GCI shareholders would potentially receive under the proposal (which, after taking into account such trading discount, Liberty Interactive believed would translate to $38.00/share instead of $27.50/share). The proposal also contemplated significant holders of GCI Class B Common Stock executing a voting agreement in connection with the Proposed Transaction.

        Following receipt of the proposal, Messrs. Brett, Duncan and Zinterhofer discussed whether to present the Proposed Transaction to the GCI Board. They concluded that it was likely that the GCI Board would not be interested in pursuing the Proposed Transaction at the price proposed by Liberty Interactive, and that further discussions with Liberty Interactive regarding price should be conducted before presenting a proposal to the GCI Board.

        On January 27, 2017, GCI made a counterproposal to Liberty Interactive of $38.00 per share comprised of Common Stock Consideration with no collar. The counterproposal emphasized how the proposed price compared to EBITDA multiples of other recently acquired cable companies. Such counterproposal was formulated and approved by Messrs. Brett, Duncan and Zinterhofer based on a review of comparable market transactions. The counterproposal was communicated to representatives of Liberty Interactive by representatives of Searchlight at the direction of Messrs. Brett, Duncan and Zinterhofer.

        On February 4, 2017, Messrs. Duncan, Brett, and Zinterhofer, as well as representatives of Searchlight and Sherman & Howard, traveled to Liberty Interactive's offices in Englewood, Colorado and met with a group of Liberty Interactive executives to discuss the Proposed Transaction. At this meeting, the parties discussed GCI's performance and prospects, and the performance and prospects of the proposed acquiring entity. Following these discussions, Mr. Maffei indicated orally that, if the GCI Board would be receptive and subject to satisfactory due diligence, Liberty Interactive would increase the purchase price in the Proposed Transaction to $35 per share for Old GCI Common Stock, comprised of $27.50 of Common Stock Consideration (valued at a reference price of $43.65 per LVNTA share, which was the closing LVNTA price on February 3, 2017) and a new series of preferred

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stock (the Proposed Preferred Stock Consideration ) with a face value of $7.50, a 6% coupon and a 20 year term. Messrs. Duncan, Brett and Zinterhofer agreed to present this revised proposal to the full GCI Board.

        On February 7, 2017, Mr. Zinterhofer had a preliminary discussion with Mr. Maffei regarding various issues relating to the management of GCI Liberty following the transaction. At the request of Mr. Duncan, Mr. Zinterhofer suggested that Messrs. Brett and Duncan would join the GCI Liberty board of directors and also suggested that Liberty Interactive consider certain post-closing compensatory arrangements, including five-year employment contracts for Mr. Duncan and the remainder of GCI's executive management team, equity awards for each of these members of management to vest at the end of 2018-2021, and Mr. Duncan's aircraft arrangements.

        On February 9 and 10, 2017, the GCI Board held special in person meetings to discuss the Liberty Interactive revised proposal. All members of the GCI Board were present except for Mr. Zinterhofer. Representatives of management and Searchlight were also in attendance. Messrs. Brett and Duncan conveyed the background of their discussions with Liberty Interactive, and explained Liberty Interactive's interest in entering into the Proposed Transaction. The GCI Board discussed the terms of the Proposed Transaction, the background and history of Liberty Interactive and the possible valuation of GCI in a potential sale transaction. The GCI Board also discussed the likely alternatives to the Proposed Transaction, including continuing as an independent company, engaging with other potential acquirors and conducting an auction process for the sale of GCI. The GCI Board also discussed the current mergers and acquisitions environment generally and with respect to the telecommunications industry in particular, and its preliminary views with respect to other parties that could be interested in pursuing a strategic transaction with GCI.

        The GCI Board then discussed whether a financial buyer would be interested in acquiring GCI, and noted that, given the financial models typically employed by financial buyers in evaluating potential transactions, it was unlikely that a financial buyer would be interested in making a fully financed, noncontingent offer to acquire GCI at a price greater than $35.00 per share. The GCI Board authorized management to engage in further discussions with Liberty Interactive regarding the Proposed Transaction. The GCI Board then considered the possible engagement of a financial advisor in connection with the Proposed Transaction. Members of management noted that, in anticipation of the desire to retain a financial advisor, they had begun an evaluation of the qualifications of SunTrust Robinson Humphrey, Inc. ( STRH ) for that purpose, including an assessment of any potential conflicts of interest. The GCI Board authorized GCI to continue to evaluate and engage qualified financial advisors with knowledge of and familiarity with GCI and the businesses conducted by GCI. The GCI Board decided to proceed with discussions with Liberty Interactive with respect to the Proposed Transaction, and decided that GCI would engage a financial advisor in connection with the Proposed Transaction.

        During February and early March, 2017, senior executives of GCI met and participated in numerous calls with Liberty Interactive personnel responsible for Liberty Interactive's due diligence review, evaluation process and integration planning activities. GCI continued to provide Liberty Interactive access to certain GCI business and financial information, including to the Adjusted Projections, and conducted its own diligence on the Liberty Ventures assets and liabilities proposed to be contributed to GCI Liberty.

        On February 16, 2017, Baker Botts L.L.P. ( Baker Botts ), legal counsel to Liberty Interactive, sent an initial draft of the reorganization agreement to Sherman & Howard.

        On February 22, 2017, Sherman & Howard delivered a preliminary revised draft of the reorganization agreement to Baker Botts that included, among other things, revisions to provisions related to the respective parties' "fiduciary-out", financing requirements, closing conditions, termination fees and the composition of the Ventures Group assets and liabilities to be included in the Proposed Transaction.

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        On February 23, 2017, GCI retained STRH for the purpose of rendering an opinion to the GCI Board in connection with the Proposed Transaction.

        After Sherman & Howard delivered the revised draft of the reorganization agreement to Baker Botts, representatives of Baker Botts and Sherman & Howard participated in several calls in which they had preliminary discussions related to the proposed structure of the Proposed Transaction, proposed deal protection provisions, third-party consents, closing conditions and other proposed terms.

        From February 25, 2017 through February 27, 2017, Mr. Maffei and other members of Liberty Interactive management met with Mr. Duncan and other members of GCI management at GCI's offices for the primary purpose of continuing Liberty Interactive's due diligence review. During one of those meetings, various issues relating to the Proposed Transaction were discussed, including certain aspects of potential post-closing compensatory arrangements with Mr. Duncan and the remainder of GCI's executive management team and Mr. Duncan's aircraft arrangements.

        At various times, there were discussions among Sherman & Howard and Messrs. Duncan, Brett, and Zinterhofer regarding the potential formation of a special committee. On February 28, 2017, representatives of Sherman & Howard contacted representatives of Morris, Nichols, Arsht & Tunnell, LLP ( Morris Nichols ) to discuss whether a special committee, advised by separate legal counsel, should be formed.

        On March 3, 2017, the GCI Board met at a regularly scheduled meeting to review the then-current terms of the Proposed Transaction and GCI's proposed revisions to such terms. Members of management and a representative of Sherman & Howard were also present. A representative of Sherman & Howard reviewed the status of negotiations and various terms of the reorganization agreement, including, among other things, the current proposed transaction structure and related tax and regulatory requirements, the ability of Liberty Interactive to change the assets and liabilities to be included in the combined business, post-signing covenants, including obligations to seek an amendment to GCI's credit facility and solicit consent to certain bond covenants, representations and warranties, the circumstances under which Liberty Interactive would not be required to complete the transaction, the provisions dealing with the GCI Board's ability to respond to a superior proposal, and the termination fee payable by the parties under various circumstances. A representative of Sherman & Howard also reviewed with the GCI Board members their fiduciary duties under applicable Alaska corporate law in a transaction of this type. The GCI Board also discussed the shareholder approval requirements for the Proposed Transaction, and was informed that, under the then currently proposed structure, holders of each class of GCI's shares voting separately as a class would be required to approve the Proposed Transaction under applicable Alaska law. The GCI Board noted that Mr. Duncan held a significant percentage of the GCI Class B Common Stock. The GCI Board also observed that the interests of the Non-Affiliated Shareholders may differ from those of Searchlight and members of management with respect to the Proposed Transaction, and determined that it would be in the best interests of GCI and the Non-Affiliated Shareholders to establish the Committee to consider the Proposed Transaction as well as any alternatives available to GCI. The GCI Board directed Mr. Brett to evaluate, with the assistance of outside counsel, the qualifications and independence of members of the GCI Board for the purpose of serving on the Committee.

        Also on March 3, 2017, Sherman & Howard received a revised draft of the reorganization agreement from Baker Botts.

        Between March 3, 2017 and March 8, 2017, at the direction of Mr. Brett, representatives of Morris Nichols discussed with several members of the GCI Board, including Mr. Brett, Mr. William Glasgow, Ms. Bridget L. Baker, and Mr. James M. Schneider, any potential interest such director might have in the Proposed Transaction, and any relationship between such director, on the one hand, and any of management, Liberty Interactive, and Searchlight, among others, on the other hand. In addition, during this period, representatives of Morris Nichols, in consultation with Mr. Brett, drafted resolutions that would designate, and set out the mandate for, the Committee.

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        On March 8, 2017, the GCI Board held a special meeting at which Mr. Brett reported the results of the evaluation of the qualifications and independence of members of the GCI Board and, based on this report, the GCI Board established the Committee and designated Messrs. Brett and Schneider and Ms. Baker as the members of the Committee. The GCI Board delegated to the Committee the power and authority of the GCI Board to, among other things, (i) direct the process related to the exploration, consideration, evaluation and negotiation of the Proposed Transaction and any alternative transaction thereto (collectively, a Potential Transaction ); (ii) pursue, evaluate and negotiate the terms and conditions of any Potential Transaction; (iii) determine, in consultation with its advisers, if any, whether any Potential Transaction is advisable and is fair to, and in the best interests of, GCI and its shareholders, including the Non-Affiliated Shareholders; and (iv) reject any Potential Transaction, or recommend approval of any Potential Transaction to the GCI Board. The GCI Board resolved not to approve a Potential Transaction that had not been previously approved by the Committee. The GCI Board also authorized the Committee to retain its own independent financial, legal and other advisers as the Committee deemed appropriate.

        Immediately following the GCI Board meeting, the Committee held a meeting. Representatives of Morris Nichols attended all of this meeting and representatives of Sherman & Howard attended a portion of this meeting. At this meeting, Morris Nichols confirmed that, based upon a search of Morris Nichols' conflicts system, Morris Nichols had not identified any prior or current representations that would prevent Morris Nichols from providing independent advice to the Committee. The Committee determined that Morris Nichols was independent for purposes of acting as counsel to the Committee and determined to retain Morris Nichols as independent counsel. In addition, Morris Nichols noted that, although GCI is an Alaska corporation and the fiduciary duties of the directors are governed by Alaska law, Sherman & Howard and GCI's Alaska counsel had advised that there was not a large body of case law regarding Alaska corporate law, and that a court applying Alaska corporate law might look to Delaware law for guidance. Morris Nichols reviewed with the Committee Delaware law regarding director independence and disinterestedness, and director fiduciary duties more generally, as well as the results of Morris Nichols' discussions with each of the Committee members regarding potential conflicts of interest. Each member of the Committee confirmed his or her belief that he or she could act independently of each of management, Liberty Interactive, and Searchlight, and, following discussion, the Committee determined that no Committee member was interested in the Proposed Transaction or lacked independence from management, Liberty Interactive, or Searchlight. In addition, the Committee (i) elected Mr. Brett as its chairman, (ii) determined to instruct Mr. Duncan to cease any discussions with Liberty Interactive regarding the Proposed Transaction (including regarding employment and compensation) until further notice, (iii) requested that Morris Nichols provide precedent for compensation paid to members of special committees in similar circumstances, and (iv) requested that Morris Nichols prepare guidelines for management ( Management Guidelines ) in connection with the consideration of a Potential Transaction.

        Following this meeting, Morris Nichols consulted with each member of the Committee regarding the Management Guidelines. Later in the afternoon of March 8, 2017, the Management Guidelines were circulated to management of GCI. Among other things, these Management Guidelines directed management not to take certain actions unless approved in advance by the Committee, including actions generally involving the initiation of contact with any Potential Transaction partners, the sharing of confidential information, or engagement in discussions, with any Potential Transaction partner, or the discussion or negotiation of management retention or management compensation. In early March, Mr. Duncan communicated to the GCI Board that he intended to wait until after the consummation of any Potential Transaction to engage in any further discussions with Liberty Interactive or any other Potential Transaction partner about his compensation arrangements.

        On March 9, 2017, Messrs. Duncan, Pounds and Brett met with Mr. Maffei and other representatives of Liberty Interactive at Liberty Interactive's offices. Liberty Interactive informed GCI of Liberty Interactive's belief that the $35.00 per share price previously discussed was not warranted

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given Liberty Interactive's due diligence findings. Liberty Interactive and GCI discussed various due diligence issues and their impact on GCI's value.

        On March 10, 2017, Liberty Interactive informed GCI that, as a result of its ongoing due diligence, Liberty Interactive expected to reduce the $35.00 per share price previously discussed.

        Also on March 10, 2017, the Committee held a meeting, which representatives of Morris Nichols attended. At this meeting, the Committee interviewed representatives of three investment banking firms to serve as a financial advisor to the Committee, including Lazard and STRH. In connection with such interviews, each such financial advisor addressed, among other things, (i) any potential conflicts of interest it might have with respect to the parties involved in the Proposed Transaction, (ii) its ability to start work immediately and the estimated time necessary for diligence of GCI and of the Proposed Transaction, (iii) the proposed scope of engagement, (iv) prior experience in, among other things, negotiating with Liberty Interactive and valuing and negotiating the terms of preferred stock, and (v) proposed fees. Also at this meeting, Mr. Brett reported to the Committee Liberty Interactive's views on valuation as communicated to GCI earlier in the day.

        On March 11, 2017, Liberty Interactive confirmed to GCI that Liberty Interactive was decreasing its proposed price per share in connection with the Proposed Transaction from $35.00 per share to $32.50 per share, comprised of $26.25 in Common Stock Consideration, which was to be valued at the same $43.65 LVNTA reference price as used in the preliminary pricing discussions, and $6.25 of Proposed Preferred Stock Consideration (based on the initial liquidation price of such Proposed Preferred Stock Consideration). The closing price of GCI Class A Common Stock on the previous day was $18.27 and the closing price of LVNTA on the previous day was $43.82.

        Also on March 11, 2017, the Committee held a meeting, which representatives of Morris Nichols attended. Prior to this meeting, representatives of Searchlight had prepared materials analyzing Liberty Interactive's proposed price reduction, and those representatives attended this meeting to review such materials with the Committee. After the representatives of Searchlight left the meeting, members of the Committee discussed the Searchlight presentation and, following this discussion, determined to engage a financial advisor before responding to Liberty Interactive's revised proposal. In addition, the Committee determined to engage Lazard as its independent financial advisor, subject to negotiation of an engagement letter. The Committee's decision to engage Lazard was based upon, among other things, information presented by Lazard regarding any relationship with management, Liberty Interactive, and Searchlight, and the strength of Lazard's presentation at the March 10, 2017 Committee meeting. The Committee authorized and directed Morris Nichols and Mr. Brett to negotiate the terms of an engagement letter with Lazard in accordance with direction provided at this meeting. As a result of the establishment of the Committee and the retention by the Committee of Lazard as its financial advisor, GCI determined that it would not request that STRH render an opinion to the GCI Board in connection with the Proposed Transaction.

        Between March 11, 2017 and March 17, 2017, Liberty Interactive revised the structure of the Proposed Transaction and provided revised drafts of the reorganization agreement to Sherman & Howard to reflect those revisions.

        Throughout the month of March 2017, GCI's management, after discussion with Lazard, made certain adjustments to the Adjusted Projections to enable a comparison of the separate businesses conducted by GCI to specific companies and industry transactions (the Re-Categorized Projections ). See "—GCI Management's Unaudited Prospective Financial Information" below for additional information regarding these projections.

        The Committee met on each of March 13, 2017, March 15, 2017, March 17, 2017, March 20, 2017, and March 21, 2017. Representatives of Morris Nichols attended each of these meetings, representatives of Lazard attended the March 13 and March 17 meetings, and representatives of Sherman & Howard and management attended a portion of the March 17 meeting. During these

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meetings, the Committee discussed, among other things, the finalization of Lazard's engagement letter, the progress of Lazard's financial analysis and review of certain matters, the terms of the draft reorganization agreement, precedent compensation for members of special committees, and potential negotiation tactics with Liberty Interactive once Lazard had presented its preliminary analysis to the Committee. The members of the Committee also discussed whether the Searchlight SARs should be settled in stock rather than cash (which cash settlement was contemplated by the terms of the Searchlight SARs).

        On March 15, 2017, at a quarterly meeting of Liberty Interactive's board, Liberty Interactive management provided its board with an overview of GCI's business and discussed the rationales for a potential acquisition of GCI, as well as the proposed structure of the Proposed Transaction.

        On March 21, 2017, the GCI Board approved compensation of Committee members of $17,500 each for Ms. Baker and Mr. Schneider and $25,000 for Mr. Brett.

        On March 22, 2017, the Committee held a meeting, which representatives of Morris Nichols and Lazard attended. Prior to the meeting, Lazard had circulated discussion materials to the Committee, which each Committee member confirmed having received and reviewed. Representatives of Lazard reviewed those materials with the Committee. Among the items reviewed and discussed with and by the Committee were: (i) the negotiating history of, and currently proposed terms for, the Proposed Transaction, (ii) GCI's stand-alone strategy (including the Base Projections, the Adjusted Projections and the Re-Categorized Projections) and (iii) Lazard's preliminary financial analyses with respect to GCI and the consideration proposed to be received by GCI shareholders in the Proposed Transaction (including a review of the terms of the Proposed Preferred Stock Consideration). During this discussion, the Committee and Lazard discussed potential enhancements to the terms of the Proposed Preferred Stock Consideration that the Committee could consider pursuing, including conversion rights, consent rights on certain transactions, an increased dividend rate, and rights to participate in dividends with the common shareholders. Lazard also reviewed with the Committee potential alternatives to the Proposed Transaction, including maintaining the status quo, as well as potential alternative transaction partners (although Lazard was not authorized to contact any such alternative transaction partners). Following Lazard's presentation, representatives of Sherman & Howard and management joined the meeting. Representatives of Sherman & Howard and Morris Nichols reviewed with the Committee a list of issues arising from the current draft of the reorganization agreement, including with respect to Liberty Interactive's discretion, between sign and close, to substitute certain assets and liabilities to be contributed by Liberty Interactive in connection with the Proposed Transaction, including by "reattributing" assets and liabilities between its Ventures Group and its QVC Group (collectively, the Reattribution Provisions ), deal protection measures with respect to each of GCI and Liberty Interactive, and closing conditions. The Committee discussed the treatment of the Searchlight SARs, and noted that settling the Searchlight SARs in stock at an agreed upon reference ratio at signing might be viewed favorably by Liberty Interactive, and thus provide the Committee additional leverage in negotiating for the Non-Affiliated Stockholders. Following discussion, the Committee determined to authorize Mr. Duncan to discuss with Searchlight the possibility that the SAR Agreement be amended to provide for settlement of the Searchlight SARs in stock rather than cash. The Committee determined it would request Mr. Zinterhofer to deliver the Committee's proposed response based upon discussion points to be provided by the Committee, and also determined to convene the following day further to discuss a specific response.

        On March 23, 2017, the Committee held a meeting attended by representatives of Lazard, Morris Nichols, Sherman & Howard, and management. Mr. Duncan informed the Committee that Searchlight had agreed to settle the Searchlight SARs in stock rather than cash if desired by Liberty Interactive. The Committee engaged in discussions regarding what, if any, changes to the amount, form and mix of consideration to be paid in the Proposed Transaction to request from Liberty Interactive, including whether to request a higher proportion of consideration take the form of Common Stock

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Consideration, rather than Proposed Preferred Stock Consideration. Representatives of management and Sherman & Howard then left the meeting. The Committee discussed key open issues in the current draft of the reorganization agreement, including (i) the "deal protections measures" that each of Liberty Interactive and GCI would be subject to between signing and closing, (ii) conditions to closing the Proposed Transaction (specifically relating to financing for the transaction and the use of bridge financing to limit financing conditionality in the event necessary consents and amendments for the Senior Notes and existing senior credit facility agreement (as defined below) were not obtained), (iii) the terms of the Proposed Preferred Stock Consideration, and (iv) the Reattribution Provisions. Following discussion, the Committee determined to seek a decrease in the Proposed Preferred Stock Consideration (and concomitant increase in Common Stock Consideration) of $1.25 (such that the mix of consideration would be $27.50 in Common Stock Consideration and $5.00 in stated value (based on its liquidation price) of Proposed Preferred Stock Consideration), and an increase in the dividend rate of the Proposed Preferred Stock Consideration to 8%, and to seek revisions to the reorganization agreement along the lines discussed during the meeting. The Committee requested that its advisors work with Sherman & Howard to prepare and send (i) to Mr. Zinterhofer a list of talking points to convey to Liberty Interactive on behalf of the Committee and (ii) to Liberty Interactive a markup of the reorganization agreement, reflecting the Committee's direction on the issues addressed during the meeting, once Mr. Zinterhofer had conveyed such talking points.

        On March 23, 2017, Mr. Zinterhofer was provided with such talking points (which reflected the discussion of the Committee on March 23, 2017), and Mr. Zinterhofer subsequently conveyed the substance of such talking points to representatives of Liberty Interactive.

        Also on March 23, 2017, Liberty Interactive indicated its willingness to consider the Committee's request regarding the mix of Common Stock Consideration versus Proposed Preferred Stock Consideration to be paid in the Proposed Transaction, subject to resolution of the other economic issues and outstanding legal issues in the draft reorganization agreement. In addition, Liberty Interactive proposed that the Proposed Preferred Stock Consideration dividend initially be set at 6%, but increase to 7% upon the reincorporation of GCI Liberty from Alaska to Delaware.

        On March 24, 2017, Sherman & Howard submitted a revised draft of the reorganization agreement to Baker Botts reflecting the revisions discussed with the Committee at the Committee's March 23, 2017 meeting. Over the course of the next several days, representatives of Liberty Interactive, Baker Botts, Lazard, Sherman & Howard and Morris Nichols held meetings and negotiated the terms of the reorganization agreement and other deliverables associated with the reorganization agreement.

        On March 28, 2017, the Lazard engagement letter was fully executed, with an effective date of March 11, 2017.

        Also on March 28, 2017, Baker Botts submitted a revised draft of the reorganization agreement to Sherman & Howard.

        Also on March 28, 2017, Liberty Interactive and Baker Botts received proposed terms for a committed bridge financing from JPMorgan Chase, N.A. ( JPMorgan ) to repay the obligations under the Senior Notes and/or the existing senior secured credit facility in the event that the solicitation of the necessary consents and amendments to the underlying credit documentation were not obtained.

        Additionally on March 28, 2017, the Committee held a meeting, which representatives of Morris Nichols, Lazard, Sherman & Howard and management attended. Representatives of Morris Nichols and Sherman & Howard discussed with the Committee open issues in the reorganization agreement, including (i) the dividend rate for the Proposed Preferred Stock Consideration, (ii) Liberty Interactive's preference for settling the Searchlight SARs in cash rather than stock, (iii) the Reattribution Provisions, (iv) the "deal protection measures" that each of Liberty Interactive and GCI would be subject to between signing and their respective shareholders' vote on the Proposed Transaction, (v) limitations on Liberty Interactive's ability to issue additional equity between sign and close, and (vi) a representation

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regarding any agreements in connection with the Proposed Transaction existing between Liberty Interactive, on the one hand, and the directors and large stockholders of GCI, on the other hand. Following this discussion, representatives of management and Sherman & Howard left the meeting. Further discussion regarding the open issues in the reorganization agreement ensued, following which the Committee provided direction to its advisors in responding to Liberty Interactive, including that (i) Liberty Interactive's discretion in the Reattribution Provisions be limited, (ii) Liberty Interactive be prohibited from issuing Liberty Ventures Common Stock between signing and closing other than up to $150 million in Liberty Ventures Common Stock in connection with the acquisition by Liberty Interactive on behalf of its Ventures Group of assets of a third party, (iii) Liberty Interactive be prohibited from terminating the Proposed Transaction in order to acquire an entity other than GCI as part of a transaction involving a tax-free split off of the Ventures Group; and (iv) Liberty Interactive reimburse GCI for certain costs incurred by GCI in connection with the bridge financing for the Proposed Transaction. The Committee also determined to allow Mr. Duncan to discuss with Searchlight Liberty Interactive's position regarding the settlement of the Searchlight SARs in cash rather than stock.

        Following the March 28, 2017 Committee meeting, representatives of Morris Nichols, Lazard and Sherman & Howard prepared a "material issues list" reflecting, among other things, the issues discussed at the March 28, 2017 Committee meeting which was then sent to Baker Botts.

        On March 29, 2017, a representative from Baker Botts orally responded to the material issues list. The Baker Botts representative indicated that Liberty Interactive (i) would not accept the Committee's proposal to limit Liberty Interactive's discretion under the Reattribution Provisions; (ii) would not accept the Committee's proposal that GCI be reimbursed for costs associated with financing for the Proposed Transaction in certain circumstances; and (iii) was considering the Committee's other requests, including as to termination fees, a representation regarding any agreements in connection with the Proposed Transaction existing between Liberty Interactive, on the one hand, and the directors and large shareholders of GCI, on the other hand, and a negative covenant regarding issuance of Liberty Ventures Common Stock between sign and close.

        On March 29, 2017, the Committee held a meeting that representatives of Morris Nichols, Lazard, and Sherman & Howard attended. A representative of Sherman & Howard conveyed to the Committee the oral response provided by Baker Botts earlier in the day to the material issues list. The representatives of Sherman & Howard then left the meeting and the Committee discussed the open issues in the reorganization agreement with representatives of Morris Nichols and Lazard. Following discussion, the Committee (i) directed its advisors to draft a revised proposal to limit Liberty Interactive's discretion under the Reattribution Provisions and (ii) determined not to send Liberty Interactive any further comments until Liberty Interactive has provided its positions on all material open issues.

        On March 30, 2017, the Committee held a meeting that representatives of Morris Nichols and Lazard attended. Representatives of Morris Nichols updated the Committee on Liberty Interactive's current positions regarding "deal protection measures" and the Reattribution Provisions. With respect to the "deal protection measures," the representatives of Morris Nichols informed the Committee that Liberty Interactive had taken the positions that (i) certain acquisitions by Liberty Interactive of an entity other than GCI as part of a transaction involving a tax-free split-off of the Ventures Group should be considered a "superior proposal" for Liberty Interactive and (ii) the termination rights of Liberty Interactive and GCI with respect to a "superior proposal" must be equivalent. The Morris Nichols representatives reviewed with the Committee the fiduciary duties of directors under Delaware law in considering a business combination. The Committee discussed (i) whether to continue to push Liberty Interactive with respect to Liberty Interactive's positions that certain acquisitions of another entity as part of a transaction involving a tax-free split-off of the Ventures Group be considered a superior proposal and that Liberty Interactive and GCI have reciprocal termination rights with respect to superior proposals

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and (ii) whether, if the Committee were to accept Liberty Interactive's positions, to negotiate for (y) weaker deal protection measures for both entities (such that both entities could terminate the Proposed Transaction to accept a superior proposal) or (z) stronger deal protection measures (such that both entities could change their recommendation with respect to a superior proposal, but must still present the Proposed Transaction to their shareholders). During this discussion, the Committee discussed the likelihood a superior proposal would appear for either GCI or Liberty Interactive, and determined that it would be more beneficial to GCI shareholders to limit Liberty Interactive's ability to accept a superior proposal, as opposed to retaining the right of GCI to terminate the reorganization agreement to accept a superior proposal. With respect to the Reattribution Provisions, Lazard reported that it was continuing its discussions as to Liberty Interactive's current view of the value of the assets and liabilities that may be subject to such Reattribution Provisions, and that it, along with Morris Nichols and Sherman & Howard, continued to work on a revised proposal to limit Liberty Interactive's discretion under those Reattribution Provisions.

        On March 31, 2017, Sherman & Howard submitted a revised draft of the reorganization agreement to Baker Botts which left open the Reattribution Provisions.

        Also on March 31, 2017, GCI, Liberty Interactive, Baker Botts and Sherman & Howard received drafts of the commitment papers from JPMorgan's counsel, Cahill Gordon & Reindel LLP ( Cahill ), in connection with the committed bridge financing.

        On April 1, 2017, the Committee held a meeting attended by representatives of Lazard and Morris Nichols. During the meeting, Lazard and Morris Nichols informed the Committee of the status of the remaining open issues and outlined a compromise proposal that advisors to the Committee and GCI had been working on with respect to the Reattribution Provisions, and representatives of Lazard updated the Committee on its views as to the assets and liabilities subject to such Reattribution Provisions. The Committee also discussed with Lazard the treatment of the Searchlight SARs in the Proposed Transaction and how a settlement of the Searchlight SARs in stock could be structured.

        From April 1, 2017 to April 3, 2017, representatives of Liberty Interactive, GCI, Lazard, Morris Nichols, Sherman & Howard and Baker Botts continued to discuss and finalize various matters, including the disclosure letters for each of GCI and Liberty Interactive, in anticipation of a potential signing of reorganization agreement. During these discussions, Liberty Interactive proposed to change the amount of the dividend on the Proposed Preferred Stock Consideration to 5% initially (while still increasing to 7% following the reincorporation of GCI Liberty in Delaware). The parties also agreed on terms for the Reattribution Provisions along the lines of the compromise proposal previously described to the Committee. It was also determined that the Searchlight SARs would be settled in cash pursuant to their existing terms. In addition, Liberty Interactive, the shareholders of both GCI and Liberty Interactive party to the voting agreements and their respective advisors continued to finalize the terms of the voting agreements.

        On April 2, 2017, Mr. Maffei provided Liberty Interactive's board with an update regarding the status of Liberty Interactive's management's negotiations with GCI and changes (from what was presented on March 15) to the Proposed Transaction structure. Liberty Interactive's board approved the Proposed Transaction on the terms presented by Mr. Maffei.

        Also early on April 2, 2017, Baker Botts submitted revised drafts of the bridge financing commitment papers that included the input of GCI, Liberty Interactive and Sherman & Howard. Later on April 2, 2017, Cahill submitted revised drafts of the bridge financing commitment papers.

        On April 3, 2017, Liberty Interactive indicated that it was ready to provide an executed copy of its debt financing commitment letter.

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        Later on April 3, 2017, the GCI Board held a meeting to consider the Proposed Transaction. Representatives of Sherman & Howard, Lazard and Morris Nichols also participated in the meeting. At the request of the Committee, representatives of Lazard reviewed with the GCI Board materials Lazard had circulated prior to the meeting, and representatives of Morris Nichols and Sherman & Howard reviewed directors' fiduciary duties. In addition, representatives of Sherman & Howard reviewed the terms of the reorganization agreement and related transaction documents. The GCI Board meeting then recessed and the Committee convened a meeting at which representatives of Morris Nichols and Lazard attended. Lazard provided its oral opinion to the Committee that, as of such date and based upon and subject to various assumptions made, matters considered and limitations described in the opinion, the consideration to be received by the holders of GCI Class A Common Stock (other than Liberty Interactive and its affiliates, the executive officers of GCI and the holders of any stock appreciation rights in GCI), solely in their capacities as such, was fair from a financial point of view to such holders of GCI Class A Common Stock. The Lazard opinion is more fully described under the section "—Opinion of the Committee Financial Advisor" below and the full text of the written opinion is included as Annex C to this joint proxy statement/prospectus. Following further discussion and careful consideration of all of the matters raised, the Committee unanimously determined that the Transactions are in the best interest of GCI and its shareholders, including the Non-Affiliated Shareholders, and that the Committee would recommend to the GCI Board that the GCI Board approve the execution of the reorganization agreement and consummation of the Proposed Transaction. The GCI Board meeting then reconvened and the Committee reported its recommendations to the full GCI Board. Lazard rendered the same oral opinion to the GCI Board as it had provided to the Committee. The GCI Board then unanimously approved and declared advisable the reorganization agreement and the Transactions. Representatives of Sherman & Howard, Morris Nichols and Baker Botts held multiple conference calls and finalized the transaction documents.

        On April 3, 2017, Liberty Interactive's board approved certain changes to the structure of the transaction by unanimous written consent.

        Also on April 3, 2017, additional drafts of the bridge financing commitment papers were distributed by Baker Botts and Cahill.

        Early on the morning of April 4, 2017, before the opening of business, GCI and Liberty Interactive executed the reorganization agreement, finalized the parties' respective disclosure letters and related documentation (including the bridge commitment papers) and issued a joint press release announcing the transaction.

Background of the Split-Off

        The Liberty Interactive Board periodically reviews with management the strategic goals and prospects of its various businesses, equity affiliates and other investments. In 2012, Liberty Interactive recapitalized its common stock into two new tracking stocks, the Interactive Group (which, in 2015, was renamed the QVC Group) and the Ventures Group, for the purpose of creating greater transparency for the assets and liabilities attributed to each group, among other reasons. The QVC Group common stock and Liberty Ventures Common Stock are intended to track and reflect the economic performance of the QVC Group and the Ventures Group, respectively. Tracking stock is a type of common stock that the issuing company intends to reflect or "track" the economic performance of a particular business or "group," rather than the economic performance of the company as a whole. While the QVC Group and the Ventures Group have separate collections of businesses, assets and liabilities attributed to them, no group is a separate legal entity and therefore no group can own assets, issue securities or enter into legally binding agreements. Holders of tracking stocks have no direct claim to the group's stock or assets and are not represented by separate boards of directors. Instead, holders of tracking stock are stockholders of the parent corporation, with a single board of directors and subject to all of the risks and liabilities of the parent corporation.

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        The Ventures Group is comprised primarily of Liberty Interactive's operating subsidiary Evite and Liberty Interactive's interests in FTD, Interval, LendingTree and Liberty Broadband along with investments in Time Warner Inc. and Charter, cash, certain liabilities related to exchangeable debentures of Liberty LLC and certain deferred tax liabilities. The QVC Group is primarily focused on Liberty Interactive's merchandise-focused televised-shopping programs, Internet and mobile application businesses and has attributed to it Liberty Interactive's wholly owned subsidiaries QVC and zulily, and Liberty Interactive's interest in HSN, along with cash and certain liabilities that reside with QVC and the other attributed entities, as well as outstanding senior notes and one series of Liberty LLC's exchangeable debentures and certain deferred tax liabilities.

        Although the public markets have responded favorably to Liberty Interactive's two tracking stocks, Liberty Interactive believes that the public markets continue to apply a meaningful discount to the underlying value of the businesses and assets attributed to the Ventures Group and QVC Group tracking stock groups in establishing the trading values of the Liberty Ventures Common Stock and QVC Group common stock, respectively, due to the interrelationships of the businesses of Liberty Interactive, the multiple layers of financial reporting and uncertainty surrounding the allocation of corporate opportunities and capital resources among Liberty Interactive's tracking stock groups. Accordingly, the Liberty Interactive Board determined to pursue the Transactions and the split-off, as described in more detail under "—Background of the Transactions" above.

        Upon the completion of the reattribution, contribution and split-off, no assets or liabilities will remain attributed to the Ventures Group, and upon the completion of the split-off, no shares of Liberty Ventures Common Stock will remain outstanding. Instead, the assets and liabilities attributed to the Ventures Group (other than those assets and liabilities which will be reattributed to the QVC Group in connection with the reattribution) will be combined with GCI, and, following the redemption and the split-off, holders of shares of Liberty Ventures Common Stock will become holders of shares of capital stock of the new combined company, GCI Liberty.

GCI's Purpose and Reasons for the Transactions and Other Proposals; Recommendation of the GCI Board; Fairness of the Transactions

        The Committee, comprised entirely of independent and disinterested directors, unanimously determined that it is in the best interests of GCI and its shareholders, including the Non-Affiliated Shareholders, and declared it advisable, for GCI to (i) enter into the reorganization agreement and (ii) consummate the Transactions. In addition, the Committee recommended to the GCI Board that the GCI Board approve the execution of the reorganization agreement and the consummation of the Transactions.

        The GCI Board, after considering various factors and with the unanimous recommendation of the Committee, unanimously approved and declared advisable the reorganization agreement and the Transactions, including, without limitation, the reclassification, the auto conversion and the contribution, and recommends that the GCI shareholders vote " FOR " the reorganization agreement proposal, the restated GCI Liberty articles proposal, the share issuance proposal, the GCI compensation proposal and the GCI adjournment proposal.

        In the course of reaching their respective determinations, the GCI Board consulted with GCI's management and its legal advisors and the Committee consulted with its financial and legal advisors, as well as the management and legal advisors of GCI, and considered a number of factors, including, among others and not necessarily in order of relative importance, the following material factors and benefits of the reorganization agreement and the Transactions, each of which the GCI Board and the Committee believes supported their determinations:

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        The Committee and GCI Board also considered a number of factors relating to the procedural safeguards that the Committee and the GCI Board believe were and are present to ensure the fairness of the reorganization agreement and the Transactions. The GCI Board believes that the following factors support its recommendations regarding the reorganization agreement and the Transactions and

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the GCI Board and the Committee believe the following factors support the procedural fairness of the reorganization agreement and the Transactions to GCI and its shareholders:

        The GCI Board and the Committee also considered certain potentially negative factors in their respective deliberations concerning the reorganization agreement and the Transactions, including the following:

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        The Committee and the GCI Board concluded that the potentially negative factors associated with the reorganization agreement and the Transactions were outweighed by the opportunity for the GCI shareholders both to realize a significant premium on the value of their Old GCI Common Stock and to share in the benefits and growth of the combined company. Accordingly, the GCI Board determined that the terms of the reorganization agreement and the Transactions, including, without limitation, the reclassification, the auto conversion and the contribution are advisable and fair to, and in the best interests of, GCI and its shareholders.

        In addition, the Committee and the GCI Board were aware of, and considered, the interests that GCI's directors and executive officers may have in the Transactions that are different from, or in addition to, their interests as GCI shareholders generally. For a detailed discussion of these interests, see "—Interests of Certain Persons of GCI in the Transactions."

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        The foregoing discussion summarizes the material information and factors considered by the GCI Board and the Committee in their consideration of the reorganization agreement and the Transactions. The GCI Board, in accordance with the unanimous recommendation of the Committee, reached the unanimous decision to approve the reorganization agreement and the Transactions in light of the factors described above and other factors that each member of the GCI Board felt were appropriate. In view of the variety of factors and the quality and amount of information considered, neither the GCI Board nor the Committee found it practicable to make, and neither made, specific assessments of, quantify or otherwise assign relative weights to the specific factors considered in reaching their respective determinations. Individual members of the GCI Board and the Committee may have given different weights to different factors.

        The explanation of GCI's reasons for the reorganization agreement and the Transactions, including, without limitation, the reclassification, the auto conversion and the contribution, and other information presented in this section is forward-looking in nature and, accordingly, should be read in light of the factors described under "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements" above.

         After careful consideration, the GCI Board has determined that the Transactions, including the reclassification, the auto conversion and the contribution, are advisable and in the best interest of its shareholders, and unanimously recommends that holders of Old GCI Common Stock vote "FOR" the reorganization agreement proposal, "FOR" the restated GCI Liberty articles proposal, "FOR" the share issuance proposal, "FOR" the GCI compensation proposal and "FOR" the GCI adjournment proposal.

Liberty Interactive's Purpose and Reasons for the Transactions; Recommendations of the Liberty Interactive Board

        The Liberty Interactive Board has determined that the reorganization agreement and the Transactions, including the contribution and the split-off, are advisable and in the best interests of Liberty Interactive and its stockholders. In reaching this conclusion, the Liberty Interactive Board consulted with Liberty Interactive's management and its legal and financial advisors, and considered a variety of factors, including the material factors described below.

        In reaching its conclusion that the reorganization agreement and the Transactions, including the contribution and the split-off, are advisable and in the best interests of Liberty Interactive and its stockholders, the Liberty Interactive Board considered a number of factors that it believes support its determination, including (not necessarily in order of importance):

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        The Liberty Interactive Board also considered a number of uncertainties, risks and other potentially negative factors in its deliberations concerning the Transactions, including the contribution and the split-off, including (not necessarily in order of importance):

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        After considering the positive and negative factors described above, the Liberty Interactive Board determined that the anticipated benefits of the Transactions outweighed the risks and costs and approved the reorganization agreement and the Transactions, including the contribution and the split-off.

        In addition, the Liberty Interactive Board was aware of, and considered, the interests that Liberty Interactive's directors and executive officers may have in the Transactions that are different from, or in addition to, their interests as Liberty Ventures stockholders generally. For a detailed discussion of these interests, see "—Interests of Certain Persons of Liberty Interactive in the Transactions."

        The foregoing discussion summarizes the material information and factors considered by the Liberty Interactive Board in its consideration of the reorganization agreement and the Transactions. The Liberty Interactive Board reached the unanimous decision to approve the reorganization agreement and the Transactions in light of the factors described above and other factors that each member of the Liberty Interactive Board felt were appropriate. In view of the variety of factors and the quality and amount of information considered, the Liberty Interactive Board did not find it practicable to, and did not, make specific assessments of, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination. Rather, the Liberty Interactive Board conducted an overall analysis of the factors described above. Individual members of the Liberty Interactive Board may have given different weights to different factors.

        The explanation of Liberty Interactive's reasons for the reorganization agreement and the Transactions, including, without limitation, the contribution and the split-off, and other information presented in this section is forward-looking in nature and, accordingly, should be read in light of the factors described under "Risk Factors" and "Cautionary Statement Concerning Forward-Looking Statements" above.

         After careful consideration, the Liberty Interactive Board has determined that the Transactions, including the contribution and the split-off, are advisable and in the best interest of its stockholders, and unanimously recommends that holders of Liberty Ventures Common Stock vote "FOR" the redemption proposal and "FOR" the Liberty Interactive adjournment proposal.

GCI Management's Unaudited Prospective Financial Information

        Although GCI periodically has issued limited financial guidance to investors, GCI does not as a matter of course make public long-term projections as to future revenue, earnings or other results, due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, as part of its strategic planning for the company, GCI's management prepared and in December 2016 presented a long-term strategic plan to the GCI Board, which included certain financial forecasts (the Base Projections ), as well as a discussion of the underlying assumptions. During January 2017, GCI management made certain adjustments to the Base Projections to add $10 million of EBITDA to the 2020 EBITDA projections (the Adjusted Projections ). This additional EBITDA reflected the determination that the Base Projections did not take into account the fact that 2020 is a presidential

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election year in which additional election related advertising revenue was expected. The Base Projections and Adjusted Projections were subsequently provided to Lazard, the Committee's financial advisor, in connection with Lazard's financial analyses. GCI management, after discussions with Lazard, formulated the Re-Categorized Projections (such Re-Categorized Projections, collectively with the Base Projections and the Adjusted Projections, the Projections ) to facilitate a comparison of the separate businesses conducted by GCI to specific companies and industry transactions. The Re-Categorized Projections also included adjustments to reduce EBITDA for certain non-cash items, to reflect stock based compensation expense and to allocate corporate expense to the wireless, pay TV/cable and enterprise segments as a percentage of revenue.

        The below summary of the Base Projections, Adjusted Projections and Re-Categorized Projections is included for the purpose of providing shareholders access to certain nonpublic information that was furnished to certain parties in connection with the Transactions, and such information may not be appropriate for other purposes, and is not included to influence the voting decision of any shareholder.

        The below unaudited prospective financial information was not prepared with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentations of financial projections. The unaudited prospective financial information as presented herein is not presented in a way that is indicative of how GCI's management manages its key strategic decisions for its business. The inclusion of this unaudited prospective financial information should not be regarded as an indication that such information is predictive of actual future events or results and such information should not be relied upon as such. Further, you are cautioned not to place undue reliance on the prospective financial information. Neither the independent registered public accounting firm of GCI, nor any other independent accountants, have examined, compiled or performed any procedures with respect to the accompanying prospective financial information and, accordingly, the independent registered accounting firm of GCI does not express an opinion or any other form of assurance on such information or its achievability, and assumes no responsibility for, and disclaims any association with, the prospective financial information. GCI's unaudited prospective financial information included in this joint proxy statement/prospectus has been prepared by, and is the responsibility of, GCI's management. The independent registered public accounting firm's report contained in GCI's Form 10-K for the year ended December 31, 2016, which is incorporated by reference into this joint proxy statement/prospectus, relates to GCI's historical financial information. It does not extend to the unaudited prospective financial information and should not be read to do so. Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared.

        While presented with numeric specificity, this unaudited prospective financial information was based on numerous variables and assumptions (including assumptions related to industry performance and general business, economic, market and financial conditions and additional matters specific to GCI's business as outlined further below) that are inherently subjective and uncertain and are beyond the control of GCI's management. Important factors that may affect actual results and cause this unaudited prospective financial information not to be achieved include, but are not limited to, risks and uncertainties relating to GCI's business (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, general business and economic conditions and other factors described in the sections entitled "Cautionary Statement Concerning Forward-Looking Statements" and "Risk Factors." This unaudited prospective financial information also reflects numerous variables, expectations and assumptions available at the time they were prepared as to certain business decisions that are subject to change. Further, the Projections are based solely on the information available to GCI at the time they were prepared. As a result, actual results may differ materially from those contained in this unaudited prospective financial information. Accordingly, there

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can be no assurance that the projected results summarized below will be realized. GCI shareholders and Liberty Interactive's stockholders are urged to review the most recent SEC filings of GCI for a description of the reported results of operations and financial condition and capital resources of GCI, including in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in GCI's Annual Report on Form 10-K for the year ended December 31, 2016, and any subsequent quarterly reports on Form 10-Q, which are incorporated by reference into this joint proxy statement/prospectus.

        None of GCI, Liberty Interactive or any of their respective officers, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from this unaudited prospective financial information. GCI and Liberty Interactive undertake no obligation to update or otherwise revise or reconcile this unaudited prospective financial information to reflect circumstances existing after the date this unaudited prospective financial information was generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such information are shown to be inaccurate. Since the unaudited prospective financial information covers multiple years, such information by its nature becomes less predictive with each successive year.

        GCI may calculate certain non-GAAP financial metrics, including EBITDA, using different methodologies from other companies. Consequently, the financial metrics presented in GCI's prospective financial information disclosures and in the section of this joint proxy statement/prospectus with respect to the opinion of the financial advisor to GCI may not be directly comparable to other companies. GCI is not providing a quantitative reconciliation of the forward looking non-GAAP financial metrics set forth below.

        GCI has not made and makes no representation to Liberty Interactive or any stockholder (and Liberty Interactive has not made and makes no representation to any person), in the reorganization agreement or otherwise, concerning this unaudited prospective financial information or regarding GCI's ultimate performance compared to the unaudited prospective financial information or that the projected results will be achieved. In light of the foregoing factors and the uncertainties inherent in the unaudited prospective financial information, GCI and Liberty Interactive urge all shareholders not to place undue reliance on such information and to review GCI's most recent SEC filings for a description of GCI's reported financial results.

        The following is a summary of the Projections. The Projections were based on numerous variables, risks and assumptions, including the following key risks and assumptions: (a) GCI will be able to withstand the current recession in Alaska, and any further economic headwinds faced by the state, including headwinds relating to the continued weakness in the oil industry; (b) GCI will face increased competition from Verizon in the state and will be able to successfully execute its business plan even with such increased competition; (c) GCI's growth is highly dependent on regulatory programs, in particular the Telecommunications Program of the Rural Health Care Program of the Universal Service Fund, and the Projections assume continued growth in those programs; (d) the Projections assume GCI is able to grow consumer wireless customers; (e) the Projections assume GCI is able to grow data customers; (f) the Projections assume GCI is able to grow topline revenue while keeping expenses largely flat (besides identified pockets of savings); and (g) the Projections assume GCI's ability to identify $13 million in procure-to-pay savings.

        All of these assumptions involve variables making them difficult to predict, and most are beyond the control of GCI. Although management of GCI believes that there was a reasonable basis for its projections and underlying assumptions, any assumptions for near-term and long-term projected cases remain uncertain, and the risk of inaccuracy increases with the length of the forecasted period.

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        The following tables present (in millions) a summary of the Adjusted Projections and the Re-Categorized Projections with all figures rounded to the nearest million. The projections included in the below tables treat GCI on a standalone basis, without giving effect to the Transactions and as if the Transactions had not been contemplated:

Adjusted Projections (1)

 
  2016A   2017E   2018E   2019E   2020E  

Total Revenue(2)

  $ 934   $ 965   $ 1,000   $ 1,016   $ 1,035  

Total EBITDA(2)(3)

    288     321     365     380     391  

(1)
Adjusted Projections are the same as the Base Projections except for the addition of $10 million to 2020 EBITDA.

(2)
The Adjusted Projections of Revenue and EBITDA present actual results for 2016 and estimates for the remaining years.

(3)
GCI believes that earnings before interest, income taxes and depreciation and amortization, or EBITDA, is a useful supplemental performance measure because it allows investors to view GCI's performance without the impact of non-cash depreciation and amortization or the cost of debt. In addition, GCI believes EBITDA is frequently used by securities analysts, investors and other interested parties in the evaluation of its businesses.

Re-Categorized Projections (1)

 
  2016A   2017E   2018E   2019E   2020E  

Revenue

                               

Wireless

  $ 289   $ 297   $ 311   $ 313   $ 310  

Pay TV/Cable

    352     347     360     364     369  

Enterprise

    286     312     319     326     332  

Denali Media

    15     17     18     19     31  

Eliminations

    (8 )   (7 )   (7 )   (7 )   (7 )

Total Revenue

  $ 934   $ 965   $ 1,000   $ 1,016   $ 1,035  

EBITDA (2)(3)

   
 
   
 
   
 
   
 
   
 
 

Wireless

  $ 81   $ 93   $ 114   $ 120   $ 117  

Pay TV/Cable

    101     105     119     124     127  

Enterprise

    89     109     117     121     121  

Denali Media(4)

    1     1     2     3     14  

Total EBITDA(5)

  $ 272   $ 309   $ 353   $ 368   $ 378  

% Margin

    29.1 %   32.0 %   35.3 %   36.2 %   36.5 %

 

 
  9 months
Ended
12/31/2017E
  2018E   2019E   2020E  

Unlevered Free Cash Flows(6)

  $ 102   $ 134   $ 130   $ 122  

(1)
The Re-Categorized Projections of Revenue and EBITDA present actual results for 2016 and estimates for the remaining years.

(2)
To facilitate comparison to industry specific businesses and transactions, GCI separated the Revenue and EBITDA projected to be derived from the various businesses it operates.