Before the FEDERAL COMMUNICATIONS COMMISSION WASHINGTON, D.C. 20554 In the Matter of GENERAL COMMUNICATION, INC., File No. ITC-T/C-2017-____________ Transferor, WC Docket No. 17-____ GCI LIBERTY, INC. Transferee, Applications for Consent to Transfer Control of International and Domestic Section 214 Authority CONSOLIDATED APPLICATION FOR CONSENT TO TRANSFER OF CONTROL OF INTERNATIONAL AND DOMESTIC SECTION 214 AUTHORITY Pursuant to 47 U.S.C. § 214 and 47 C.F.R. §§ 63.04, 63.18 and 63.24, General Communication, Inc. (“GCI”) and GCI Liberty, Inc. (“GCI Liberty”) (together with GCI, the “Applicants”) apply for Commission consent to transfer control of international and domestic Section 214 authority held by wholly-owned subsidiaries of GCI. GCI, Liberty Interactive Corporation (“LIC”), and their affiliates have entered into agreements pursuant to which GCI’s operating businesses will be combined with certain businesses and assets attributed to the Liberty Ventures Group of LIC under a new holding company, GCI Liberty (the “Proposed Transaction”). GCI’s operating companies will comprise the primary operating subsidiaries of GCI Liberty, will continue to operate under the GCI brand, and will maintain current management and headquarters in Anchorage, Alaska. Consummation of the Proposed Transaction will serve the public interest by providing GCI’s operating businesses with more stable access to financial markets and greater capacity to execute on GCI’s current business plan. It will reduce the exposure of those businesses to Alaska-specific market fluctuations and diversify the overall enterprise beyond Alaska, with GCI Liberty being a substantially larger and more diverse company than GCI is today. The Proposed Transaction raises no public interest concerns that would warrant an extended review or transaction-specific conditions for consent. Moreover, the Proposed Transaction would create no new combinations that would adversely affect competition in any geographic market. GCI Liberty will be U.S.-owned and controlled and will not have any 10- percent-or-greater direct or indirect foreign owners. This narrative provides the information required by Sections 63.04 and 63.18 of the Commission’s rules. In addition, the Exhibit provides a statement describing the parties, the Proposed Transaction, and the public interest benefits of the Proposed Transaction. I. RESPONSE TO ITEMS ON IBFS ELECTRONIC FORM: INFORMATION REQUIRED BY 47 C.F.R. § 63.18 GCI is a holding company that has a number of wholly-owned subsidiaries that provide communications services and hold FCC authorizations. GCI is the transferor of all Section 214 authority covered by the Proposed Transaction, while GCI Liberty is the transferee for all such authority. 2 A. Answer to Question 10 – Applicant Identification Information1 (a) Name, address, and telephone number of each applicant Transferor: General Communication, Inc. 2550 Street, Suite 1000 Anchorage, AK 99503 Telephone: (907) 265-5600 Transferee: GCI Liberty, Inc. GCI Liberty, Inc. is the entity resulting from the Proposed Transaction. Prior to consummation of the Proposed Transaction, the contact is Liberty Interactive Corporation: 12300 Liberty Boulevard Englewood, CO 80112 Telephone: (720) 875-5300 (b) Place of organization GCI is organized under the laws of the State of Alaska. At closing, GCI will change its name to GCI Liberty, Inc. and form a Delaware subsidiary. As soon as practicable after closing, and upon receipt of required shareholder approvals, GCI Liberty will merge into the new Delaware subsidiary, retaining the name GCI Liberty, Inc. (c) Name, title, post office address, and telephone number of official and any other contact point The Commission should address correspondence regarding this application to the persons identified in Table 1 below. 1 47 C.F.R. § 63.18(a)-(d). 3 TABLE 1: Contact Information Party Company Contact Counsel Contact GCI Chris Nierman John T. Nakahata Senior Counsel, Federal Affairs Julie A. Veach GCI Communication Corp. Harris, Wiltshire & Grannis LLP 1900 L Street N.W., Suite 700 1919 M Street, N.W., Suite 800 Washington, DC 20036 Washington, DC 20036 (202) 457-8815 (202) 730-1300 [email protected] [email protected] [email protected] GCI Liberty or Richard N. Baer Robert L. Hoegle Liberty Chief Legal Officer Timothy J. Fitzgibbon Interactive Liberty Interactive Corporation Nelson Mullins Riley & Corporation 12300 Liberty Boulevard Scarborough LLP Englewood, CO 80112 101 Constitution Avenue, Suite 900 (720) 875-5300 Washington, DC 20001 (202) 712-2816 [email protected] [email protected] GCI subsidiaries hold the international Section 214 authorizations listed in Table 2. Table 2: FCC-Issued International Telecommunications Services Authorizations Name of Authorized Carrier File Number Authority ITC-214-19960116-00009 GCI Communication Corp.2 (Old File No. ITC-96-033) Global resale authority ITC-ASG-20080821-00395 The Alaska Wireless Network, LLC ITC-214-20120618-00162 Global resale authority LIC does not hold any Section 214 authorizations. Upon consummation of the Proposed Transaction, no subsidiaries of GCI Liberty other than the GCI entities identified above would hold international Section 214 authorizations. 2 Unicom, Inc. previously notified the Commission pursuant to 47 C.F.R. § 63.21(h) that it relies on GCICC’s international Section 214 authorization. 4 B. Answer to Question 11 – Ownership Information3 GCI Liberty will be a publicly traded company. Following consummation of the Proposed Transaction, the only projected 10% or greater shareholder of GCI Liberty will be Dr. John C. Malone, c/o Liberty Interactive Corporation, 12300 Liberty Boulevard, Englewood, Colorado, 80112. Dr. Malone is currently projected to hold a 4.0% equity interest and a 27.4% voting interest in GCI Liberty. Dr. Malone is a United States citizen. C. Answer to Question 12 – Interlocking Directorates4 Pursuant to the Reorganization Agreement between the Applicants and LIC, the current President and Chief Executive Officer of GCI, Ron Duncan, will be a member of the board of GCI Liberty. Donne Fisher, a former Chairman of the Board of GCI, will also be a member of the board of GCI Liberty. The remaining members of the initial board will be selected by LIC. As the terms of the initial members expire or seats otherwise become vacant, directors will be elected by the shareholders of GCI Liberty. Neither Mr. Duncan nor Mr. Fisher is an officer or director in an authorized U.S. international carrier or for any foreign carrier. The Applicants do not expect to have other interlocking directorates with foreign carriers but will update this information if needed. D. Answer to Question 13 – Narrative of Transfer of Control and Public Interest Statement In the Exhibit, the Applicants describe the Proposed Transaction and demonstrate how it will serve the public interest. 3 47 C.F.R. § 63.18(h). 4 Id. 5 E. Answer to Question 14 – Certification Regarding Foreign Carrier Status and Foreign Affiliations5 By its signature below, GCI Liberty, the resulting applicant, certifies that upon consummation of the Proposed Transaction: (1) it will not be a foreign carrier in any country and (2) it will be affiliated with the foreign carriers (or their operating subsidiaries) listed in Table 3 below. Table 3: Post-Consummation Foreign Carrier Affiliates Dominant Country Entity Status? Anguilla Cable and Wireless (Anguilla) Limited Y Antigua & Cable & Wireless Antigua & Barbuda Limited Y Barbuda Kelcom International (Antigua & Barbuda) Ltd. N Austria UPC Austria GmbH N The Bahamas Telecommunications Company Limited Y Bahamas Columbus Communications Limited N Cable & Wireless (Barbados) Limited Y Barbados Columbus Telecommunications (Barbados) Limited N Karib Cable Inc. N Belgium Telenet Group Holding N.V. N Belize ARCOS-1 USA, Inc. N Bonaire Columbus Networks Bonaire, N.V. N British Virgin Cable and Wireless (British Virgin Islands) Limited Y Islands Cayman Islands Cable and Wireless (Cayman Islands) Limited Y Chile VTR GlobalCom SpA N Columbus Networks de Colombia, Ltda. N Colombia Columbus Networks Zona Franca Ltda. N Lazus de Colombia S.A.S. N Columbus Networks de Costa Rica S.R.L. N Costa Rica Promitel Costa Rica S.A. N Columbus Communications Curaçao N.V. N Curaçao Columbus Networks Curaçao, N.V. N Columbus Networks Netherlands Antilles, N.V. N Czech Republic UPC Ceska Republica Sro N Dominica Cable & Wireless Dominica Limited Y Columbus Networks Dominicana, S.A. N 5 Id. § 63.18(i). 6 Dominant Country Entity Status? Dominican CWC Cable & Wireless Communications Dominican Y Republic Republic SA Columbus Networks Centroamerica, S. de R.L. N El Salvador Columbus Networks El Salvador S.A. N Germany Unitymedia GmbH N Cable & Wireless Grenada Limited Y Grenada Columbus Communications (Grenada) Limited N Guatemala Columbus Networks de Guatemala Limitada N Honduras Columbus Networks de Honduras, S. de R.L. N Hungary UPC Magyarorszag Kft N Ireland Virgin Media Ireland Ltd N Cable & Wireless Jamaica Limited Y Jamaica Columbus Communications Jamaica Limited N Columbus Networks Jamaica Limited N Mexico Columbus Networks de Mexico S. de R.L. de C.V. N Montserrat Cable and Wireless (West Indies) Limited Y Netherlands VodafoneZiggo Group Holding BV N Nicaragua Columbus Networks Nicaragua y Compañia Limitada N Cable & Wireless Panama S.A. Y CWC WS Holdings Panama S.A. Y Panama Columbus Networks de Panama S.R.L. N Promitel Panama S.A. N Peru Lazus Peru S.A.C. N Poland UPC Polska Sp. z.o.o. N Romania