UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On November 17, 2020, GCI Liberty, Inc. (the “Company”) issued a press release (the “Press Release”) announcing, among other things, that it has agreed to sell its stake of LendingTree, Inc. (“LendingTree”).
The disclosure in 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 Securities and Exchange Commission in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Item 8.01. Other Events.
As part of the Press Release, the Company included the following disclosure (the “Disclosure”) relating to a proposed transaction between the Company and Liberty Broadband Corporation:
On November 17, 2020, the Company announced that it has agreed to sell its stake of LendingTree and agreed to unwind its forward sale contract on LendingTree shares. The gross proceeds of the sale are expected to be $1,007 million. The Company intends to use the proceeds from the sale to pay costs related to unwinding the forward sale contract and for other general corporate purposes that could include debt reduction at the Company and share repurchases post-closing of the planned merger with Liberty Broadband Corporation. The closing of the sale of the LendingTree shares is expected to occur on November 18, 2020.
The Disclosure, which is archived on the Company’s website as part of the Press Release, is being filed herewith under this Item 8.01 in compliance with Rule 14a-12 of the Securities Exchange Act of 1934, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated November 17, 2020. | |
| 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: November 17, 2020
| GCI LIBERTY, INC. | |
| By: | /s/ Wade Haufschild |
| Name: Wade Haufschild | |
| Title: Vice President |