0000808461-19-000025.txt : 20190611 0000808461-19-000025.hdr.sgml : 20190611 20190610214333 ACCESSION NUMBER: 0000808461-19-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190606 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190611 DATE AS OF CHANGE: 20190610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GCI LIBERTY, INC. CENTRAL INDEX KEY: 0000808461 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 920072737 STATE OF INCORPORATION: AK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38385 FILM NUMBER: 19889823 BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: (720) 875-5900 MAIL ADDRESS: STREET 1: 12300 LIBERTY BOULEVARD CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL COMMUNICATION INC DATE OF NAME CHANGE: 19920703 8-K 1 glibform8k06062019.htm 8-K Document


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): June 6, 2019


GCI LIBERTY, INC.
(Exact name of registrant as specified in its charter)

Alaska
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)
¨ 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 Symbols
 
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. ¨






Item 7.01. Regulation FD Disclosure.

On June 6, 2019, GCI Liberty, Inc. (the "Company") announced the closing of the previously announced offering by its wholly owned subsidiary GCI, LLC, of $325 million of new senior notes due 2024.

On June 7, 2019, the Company issued a press release announcing that its board of directors declared a quarterly cash dividend which will be payable on July 15, 2019 to stockholders of record of the Company’s Series A Cumulative Redeemable Preferred Stock at the close of business on July 1, 2019.

The full text of the press releases relating to the closing of the new senior notes offering and the dividend are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference into this Item 7.01.

This Current Report on Form 8-K and the press releases attached hereto as Exhibits 99.1 and 99.2 are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose. 

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: June 10, 2019

GCI LIBERTY, INC.


By:     /s/ Wade Haufschild             
Name: Wade Haufschild
Title: Vice President




 EX-99.1 2 glib06062019exhibit99-1.htm EXHIBIT 99.1 Exhibit

Exhibit 99.1

June 6, 2019
GCI Liberty Completes Issuance of $325 million Offering of New Senior Notes due 2024
Englewood, Colorado, June 6, 2019 - GCI Liberty, Inc. (Nasdaq: GLIBA, GLIBP) announced today that its wholly-owned subsidiary, GCI, LLC (the “Issuer”) has completed the previously announced sale to initial purchasers in a private offering of $325 million of new 6.625% senior notes due 2024 (the “2024 Notes”). The 2024 Notes are unsecured obligations of the Issuer. The net proceeds of the offering, together with cash on hand, will be used to fund the redemption of the Issuer’s $325 million aggregate outstanding principal amount of 6.75% Senior Notes due 2021 (the “2021 Notes”), which are callable at par. In accordance with the indenture governing the 2021 Notes, the Issuer has issued an irrevocable notice of redemption with respect to all outstanding 2021 Notes. The redemption date is July 6, 2019.
The offering was made pursuant to an exemption under the Securities Act of 1933, as amended (the “Securities Act”). The initial purchasers offered the 2024 Notes only to persons reasonably believed to be Qualified Institutional Buyers as permitted under Rule 144A of the Securities Act, or outside the United States to certain persons in reliance on Regulation S under the Securities Act. The 2024 Notes were not registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration under such laws or applicable exemptions from such registration requirements.
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the 2024 Notes, nor shall there be any sales of 2024 Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Statements
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, statements about the use of proceeds from the offering (including timing). These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These forward-looking statements speak only as of the date of this press release, and GCI Liberty, Inc. and the Issuer expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of GCI Liberty, Inc. and the Issuer, including their respective most recent Forms 10-K and 10-Q, for additional information about GCI Liberty, Inc. and the Issuer and about the risks and uncertainties related to their businesses which may affect the statements made in this press release.


About GCI Liberty, Inc.

GCI Liberty, Inc. (Nasdaq: GLIBA, GLIBP) operates and owns interests in a broad range of communications businesses. GCI Liberty’s principal assets consist of its subsidiary GCI Holdings, LLC (“GCI”) and interests in Charter Communications and Liberty Broadband Corporation. GCI is Alaska’s largest communications provider, providing data, wireless, video, voice and managed services to consumer and business customers throughout Alaska and nationwide. GCI has delivered services for nearly 40 years to some of the most remote communities and in some of the most challenging conditions in North America. GCI Liberty’s other businesses and assets consist of its subsidiary Evite and its interest in Lending Tree.

Contact:
Courtnee Chun
720-875-5420


2
 EX-99.2 3 glib06072019exhibit99-2.htm EXHIBIT 99.2 Exhibit

Exhibit 99.2

June 7, 2019

GCI Liberty, Inc. Declares Quarterly Cash Dividend

ENGLEWOOD, Colo.--(BUSINESS WIRE)- GCI Liberty, Inc. (Nasdaq: GLIBA, GLIBP) today announced that its Board of Directors declared a quarterly cash dividend of $0.43750001 per share of Series A Cumulative Redeemable Preferred Stock (the “Preferred Stock”), payable in cash on July 15, 2019 to stockholders of record of the Preferred Stock at the close of business on July 1, 2019.

About GCI Liberty, Inc.

GCI Liberty, Inc. (Nasdaq: GLIBA, GLIBP) operates and owns interests in a broad range of communications businesses. GCI Liberty’s principal assets consist of its subsidiary GCI and interests in Charter Communications and Liberty Broadband Corporation. GCI is Alaska’s largest communications provider, providing data, wireless, video, voice and managed services to consumer and business customers throughout Alaska and nationwide. GCI has delivered services for nearly 40 years to some of the most remote communities and in some of the most challenging conditions in North America. GCI Liberty’s other businesses and assets consist of its subsidiary Evite and its interest in Lending Tree.

GCI Liberty, Inc. 
Courtnee Chun, 720-875-5420

Source: GCI Liberty, Inc.