Liberty Broadband Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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| Item 1.01. | Entry into a Material Definitive Agreement |
On June 19, 2025, Liberty Broadband Corporation, a Delaware corporation (“Liberty Broadband”), entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), whereby, subject to the terms thereof, GCI Liberty, Inc., a Nevada corporation and a wholly owned subsidiary of Liberty Broadband (“GCI Liberty”), would spin-off from Liberty Broadband (the “Spin-Off”).
Pursuant to the Separation and Distribution Agreement, the Spin-Off would be effectuated by means of a distribution by Liberty Broadband of 0.20 of a share of GCI Liberty’s Series A GCI Group common stock, par value $0.01 per share, Series B GCI Group common stock, par value $0.01 per share, and Series C GCI Group common stock, par value $0.01 per share (collectively, the “GCI Group common stock”), for each whole share of the corresponding series of Liberty Broadband common stock held as of 5:00 p.m., New York City time, on June 30, 2025 by the holder thereof. Cash (with no interest) will be paid in lieu of fractional shares of GCI Group common stock.
Immediately following the Spin-Off, GCI Liberty will be an independent publicly traded company and its businesses, assets and liabilities will initially consist of 100% of the outstanding equity interests in GCI, LLC (“GCI”) and its subsidiaries.
The completion of the Spin-Off remains subject to satisfaction or, if permitted, waiver of certain conditions, including the receipt of the Regulatory Commission of Alaska’s final order approving the transfer of an indirect controlling interest in the GCI Liberty licensee subsidiaries and the receipt of an opinion as to the solvency of Liberty Broadband and GCI Liberty immediately after giving effect to the Spin-Off.
From and after the Spin-Off, GCI Liberty has agreed to indemnify Liberty Broadband, its subsidiaries (excluding GCI Liberty and its subsidiaries) and their respective representatives from losses sustained in connection with, among others, the businesses, assets and liabilities of GCI Liberty. From and after the Spin-Off, Liberty Broadband has agreed to indemnify GCI Liberty, its subsidiaries and their respective representatives from losses sustained in connection with, among others, the assets, liabilities and businesses being retained by Liberty Broadband in connection with the Spin-Off.
The foregoing description of the Separation and Distribution Agreement does not purport to be complete and is qualified in its entirety by the full text of the Separation and Distribution Agreement, a copy of which is filed herewith as Exhibit 10.1 and the terms of which are incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure. |
On June 20, 2025, Liberty Broadband issued a press release, which is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01, regarding (i) the record and distribution dates for the upcoming Spin-Off of its wholly owned subsidiary, GCI Liberty and (ii) the trading symbols that are expected to be used for the GCI Group common stock following the Spin-Off.
This Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC 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 | |
| 10.1 | Separation and Distribution Agreement, dated June 19, 2025, by and between Liberty Broadband Corporation and GCI Liberty, Inc. | |
| 99.1 | Press Release, dated June 20, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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 20, 2025
| LIBERTY BROADBAND CORPORATION | |||
| By: | /s/ Brittany A. Uthoff | ||
| Name: | Brittany A. Uthoff | ||
| Title: | Vice President | ||