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 3, 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 3, 2019, GCI Liberty, Inc. announced a proposed offering by its wholly owned subsidiary GCI, LLC, and later announced pricing, of $325 million of new senior notes due 2024 (the "2024 Notes"). The 2024 Notes are being offered pursuant to an exemption under the Securities Act of 1933, as amended.

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.
 
Exhibit No.
 
Description
99.1
 
99.2
 





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 4, 2019

GCI LIBERTY, INC.


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