Item 7.01 Regulation FD Disclosure
On November 19, 2020, GCI Liberty, Inc. (the "Company") issued a press release
(the "Press Release") announcing, among other things, that it has agreed to
repurchase approximately $458.988 million aggregate original principal amount,
of the $477.25 million aggregate original principal amount outstanding, of its
1.75% Exchangeable Senior Debentures due 2046 (the "Debentures"), exchangeable
for Charter Communications, Inc. Class A common stock ("Charter Common Stock"),
in separate and privately negotiated transactions with certain holders of
Debentures. Based on the closing price of shares of Charter Common Stock on
November 18, 2020, the total cost of the repurchases is estimated to be
approximately $819 million in cash.
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:
GCI Liberty also announced the closing of the sale of its stake of LendingTree,
Inc. ("LendingTree"). Gross proceeds of the sale were $1,007 million. Net
proceeds after estimated taxes and the settlement of its forward sale contract
on LendingTree shares are expected to be approximately $900 million. The tax
liability on the sale is expected to be partially offset by tax loss
carryforwards and the tax loss incurred upon the repurchase of the Debentures.
After the repurchase of the Debentures, GCI Liberty intends to use the remaining
proceeds of the sale for general corporate purposes, which could include share
repurchases post-closing of the planned merger with Liberty Broadband
Corporation.
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.
Exhibit No. Description
99.1 Press Release, dated November 19, 2020.
Cover Page Interactive Data File (formatted as Inline XBRL and
104 contained in Exhibit 101)
© Edgar Online, source Glimpses
GCI LIBERTY, INC. 