Item 2.02. Results of Operations and Financial Condition.
On November 5, 2020, GCI Liberty, Inc. (the "Company") issued a press release
(the "Earnings Release") setting forth information, including financial
information, which is intended to supplement the financial statements and
related Management's Discussion and Analysis of Financial Condition and Results
of Operations contained in the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 2020, filed with the Securities and Exchange
Commission (the "SEC") on November 5, 2020.
This Item 2.02 and the Earnings Release attached hereto as Exhibit 99.1, insofar
as they disclose historical information regarding the Company's results of
operations or financial condition for the quarter ended September 30, 2020, and
other than the portion thereof being filed under Item 8.01 below, are being
furnished to the SEC.
Item 8.01. Other Events.
As part of the Earnings Release, the Company included the following disclosure
(the "Disclosure") relating to a proposed transaction between the Company and
Liberty Broadband Corporation:
"On August 6, 2020, GCI Liberty and Liberty Broadband Corporation ("Liberty
Broadband") announced that they have entered into a definitive merger agreement
under which Liberty Broadband has agreed to acquire GCI Liberty in a
stock-for-stock merger (the "Combination"). Additional information regarding the
Combination can be found in the press release and presentation issued by GCI
Liberty on August 6, 2020 which are available at
ir.gciliberty.com/index.php/news-releases and www.gciliberty.com/events,
respectively, and the definitive merger proxy statement filed on October 30,
2020. GCI Liberty will hold a virtual special meeting of stockholders on
December 15, 2020 at 10:30 a.m. (M.S.T.) where stockholders will be asked to
consider and vote on proposals related to the Combination.
The closing of the Combination is subject to, among other things, certain
regulatory approvals, including transfer of control approval by the Federal
Communications Commission ("FCC"), waiting period requirements under the
Hart-Scott-Rodino Act ("HSR") and approval by the Regulatory Commission of
Alaska ("RCA"). GCI Liberty and Liberty Broadband filed applications with the
RCA on September 16, 2020. The RCA's approval must become a final order before
the Combination can close. The HSR waiting period expired on October 9, 2020.
The FCC released public notice of approval of transfer of control on October 23,
2020, which is expected to become a final order on December 2, 2020 (subject to
the absence of any applicable challenge). GCI Liberty expects the Combination to
close no later than the first quarter of 2021, subject to COVID-19 related
delays."
The Disclosure, which is archived on the Company's website as part of the
Earnings 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 Earnings Release, dated November 5, 2020.
Cover Page Interactive Data File (formatted as Inline XBRL and
104 contained in Exhibit 101).
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