UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 17, 2020
GCI LIBERTY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38385 | 92-0072737 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (720) 875-5900
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered |
| Series A Common Stock, par value $0.01 per share | GLIBA | The Nasdaq Stock Market LLC |
| Series A Cumulative Redeemable preferred stock, par value $0.01 per share | GLIBP | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| us-gaap:CommonClassAMember | Series Common Stock Par Value 0.01 Per Share [Member] |
| us-gaap:SeriesAPreferredStockMember | Series Cumulative Redeemable Preferred Stock Par Value 0.01 Per Share [Member] |
Item 7.01. Regulation FD Disclosure.
On November 17, 2020, GCI Liberty, Inc. (the “Company”) issued a press release (the “Press Release”) announcing, among other things, that it has agreed to sell its stake of LendingTree, Inc. (“LendingTree”).
The disclosure in Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Item 8.01. Other Events.
As part of the Press Release, the Company included the following disclosure (the “Disclosure”) relating to a proposed transaction between the Company and Liberty Broadband Corporation:
On November 17, 2020, the Company announced that it has agreed to sell its stake of LendingTree and agreed to unwind its forward sale contract on LendingTree shares. The gross proceeds of the sale are expected to be $1,007 million. The Company intends to use the proceeds from the sale to pay costs related to unwinding the forward sale contract and for other general corporate purposes that could include debt reduction at the Company and share repurchases post-closing of the planned merger with Liberty Broadband Corporation. The closing of the sale of the LendingTree shares is expected to occur on November 18, 2020.
The Disclosure, which is archived on the Company’s website as part of the Press Release, is being filed herewith under this Item 8.01 in compliance with Rule 14a-12 of the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 17, 2020
| | GCI LIBERTY, INC. |
| | |
| By: | /s/ Wade Haufschild |
| | Name: Wade Haufschild |
| | Title: Vice President |
