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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): September 23, 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)

¨ 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. ¨

 

 

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Item 7.01. Regulation FD Disclosure.

 

On September 23, 2020, GCI Liberty, Inc. issued a press release announcing the proposed offering by its wholly owned subsidiary GCI, LLC (the “Offering”), and later issued a press release announcing the pricing of the upsized Offering, of $600 million aggregate principal amount of new senior notes due 2028 (the “Notes”). The 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.     Name  
  99.1   Press Release, dated September 23, 2020, announcing the Offering.
  99.2   Press Release, dated September 23, 2020, announcing pricing of the Offering.
  104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

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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: September 23, 2020

 

  GCI LIBERTY, INC.
     
  By: /s/ Katherine C. Jewell
    Name:  Katherine C. Jewell
    Title:  Assistant Vice President and Secretary

 

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