Spin-off - Liberty Broadband Corp
Form Type: 8-K
Filing Date: 2025-07-02
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925064939
Filing Summary: Liberty Broadband Corporation is reporting a spin-off involving its wholly owned subsidiary, GCI Liberty, Inc. As part of the separation process, shares of GCI Liberty's Series A, B, and C GCI Group common stock will be distributed to Liberty Broadband stockholders, resulting in GCI Liberty becoming an independent publicly traded company. This spin-off is in connection with the previously announced acquisition of Liberty Broadband by Charter Communications, Inc. The SEC declared the registration statement for the spin-off effective on June 23, 2025, and a final prospectus was filed on July 1, 2025, containing details about the distribution and GCI Liberty’s future operations following the spin-off.
Additional details:
Date Of Report: July 1, 2025
Separation Date: not specified
Acquisition Type: by Charter Communications, Inc.
Registration Statement Date: March 31, 2025
Declaration Effective Date: June 23, 2025
Final Prospectus Filing Date: July 1, 2025
Form Type: 8-K
Filing Date: 2025-06-20
Corporate Action: Spin-off
Type: New
Accession Number: 000110465925060920
Filing Summary: On June 19, 2025, Liberty Broadband Corporation entered into a Separation and Distribution Agreement to execute a spin-off of its wholly-owned subsidiary, GCI Liberty, Inc. The spin-off involves the distribution of 0.20 shares of GCI Liberty's Series A, B, and C common stock for each whole share of Liberty Broadband common stock held as of June 30, 2025, at 5:00 p.m. NYC time. After the spin-off, GCI Liberty will operate as an independent publicly traded company, including being responsible for its own businesses, assets, and liabilities. Key conditions for completion include regulatory approval and an opinion regarding solvency. Additionally, the document discusses indemnity agreements between Liberty Broadband and GCI Liberty post-spin-off. A press release was issued on June 20, 2025, detailing the record and distribution dates for the spin-off and the expected trading symbols for GCI Group common stock.
Additional details:
Separation And Distribution Agreement Date: 2025-06-19
Spin Off Date: 2025-06-30
Spin Off Distribution Ratio: 0.20
Indemnity Agreement Details: GCI Liberty will indemnify Liberty Broadband from losses related to GCI Liberty; Liberty Broadband will indemnify GCI Liberty from losses related to assets, liabilities, and businesses retained post-spin-off.
Form Type: 8-K
Filing Date: 2025-05-29
Corporate Action: Spin-off
Type: New
Accession Number: 000161198325000022
Filing Summary: On May 27, 2025, Liberty Broadband Corporation announced plans for the spin-off of its GCI business into a new entity named GCI Liberty, Inc. To provide details regarding this transition, the Company will host an Investor Conference Call on June 3, 2025, starting at 2:00 p.m. ET. The call will include remarks from GCI management and discussions on the financial performance and outlook for both GCI Liberty and Liberty Broadband, alongside other forward-looking matters. This announcement fulfills public disclosure requirements under Regulation FD, and the details were provided in a press release attached as Exhibit 99.1.
Additional details:
Date Of Event: 2025-05-27
Call Date: 2025-06-03
Call Time: 2:00 p.m. ET
Form Type: 8-K
Filing Date: 2025-05-13
Corporate Action: Spin-off
Type: New
Accession Number: 000161198325000015
Filing Summary: On May 13, 2025, Liberty Broadband Corporation and its subsidiary GCI Liberty, Inc. received notice regarding a blackout period for the employee benefit plans due to the proposed spin-off of GCI Liberty. The spin-off will involve the contribution of GCI Business to GCI Liberty, followed by a distribution to holders of Liberty Broadband's common stock. The blackout period is expected to start on May 30, 2025, and could last until August 28, 2025. The actual distribution date is anticipated to be in the summer of 2025, likely between June 2 and August 29, 2025, but the exact timing depends on the satisfaction of certain conditions. Additionally, notifications regarding the blackout were sent to directors and executive officers of both companies to inform them of the trading prohibitions during this period. The document includes a reference to a copy of this notification and contact information for inquiries.
Additional details:
Item Noted: plan_blackout_period
Description: The blackout period is to facilitate the creation of the GCI Group common stock fund.
Item Noted: blackout_start_date
Description: May 30, 2025
Item Noted: blackout_end_date
Description: August 28, 2025
Item Noted: distribution_date_range
Description: June 2, 2025 to August 29, 2025
Item Noted: notice_sent_to
Description: Directors and executive officers of Liberty Broadband and individuals expected to serve as directors and executive officers of GCI Liberty.
Form Type: 8-K
Filing Date: 2025-05-06
Corporate Action: Spin-off
Type: Update
Accession Number: 000110465925044735
Filing Summary: On May 5, 2025, Liberty Broadband Corporation entered into a Series A Preferred Stock Purchase Agreement with GCI Liberty, Inc. for the spin-off of GCI Liberty from Liberty Broadband. Under the agreement, Liberty Broadband will sell 10,000 shares of GCI Liberty's 12% Series A Cumulative Redeemable Non-Voting Preferred Stock for $10 million. The closing of the transaction is contingent on the absence of prohibitive orders or laws and the completion of an internal reorganization, transferring certain assets and liabilities to GCI Liberty. GCI Liberty will subsequently issue a Certificate of Designations detailing the rights and privileges of the shares. The shares will require mandatory redemption seven years after issuance and may be redeemed by GCI Liberty prior to that date under certain conditions.
Additional details:
Title Of Each Class: Series A common stock
Trading Symbol: LBRDA
Name Of Each Exchange: The Nasdaq Stock Market LLC
Title Of Each Class: Series C common stock
Trading Symbol: LBRDK
Name Of Each Exchange: The Nasdaq Stock Market LLC
Title Of Each Class: Series A Cumulative Redeemable preferred stock
Trading Symbol: LBRDP
Name Of Each Exchange: The Nasdaq Stock Market LLC
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