GCI Liberty Announces Certain Privately Negotiated Repurchases of Existing Debentures and Update to Sale of LendingTree Stake
November 19 2020 - 7:00AM
Business Wire
GCI Liberty, Inc. (“GCI Liberty”) (Nasdaq: GLIBA, GLIBP) today
announced that it has agreed to repurchase approximately $458.988
million aggregate original principal amount, of the $477.25 million
aggregate original principal amount outstanding, of its 1.75%
Exchangeable Senior Debentures due 2046 (the “Debentures”),
exchangeable for Charter Communications, Inc. Class A common stock
(“Charter Common Stock”), in separate and privately negotiated
transactions with certain holders of Debentures. Based on the
closing price of shares of Charter Common Stock on November 18,
2020, the total cost of the repurchases is estimated to be
approximately $819 million in cash.
GCI Liberty also announced the closing of the sale of its stake
of LendingTree, Inc. (“LendingTree”). Gross proceeds of the sale
were $1,007 million. Net proceeds after estimated taxes and the
settlement of its forward sale contract on LendingTree shares are
expected to be approximately $900 million. The tax liability on the
sale is expected to be partially offset by tax loss carryforwards
and the tax loss incurred upon the repurchase of the Debentures.
After the repurchase of the Debentures, GCI Liberty intends to use
the remaining proceeds of the sale for general corporate purposes,
which could include share repurchases post-closing of the planned
merger (the “Combination”) with Liberty Broadband Corporation
(“Liberty Broadband”).
Forward-Looking Statements
This press release includes certain forward-looking statements
including without limitation, statements about the separate and
privately negotiated repurchase transactions and the sale of
LendingTree shares, including the use of proceeds therefrom and
related tax matters. These forward-looking statements involve many
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements,
including, without limitation, general market conditions. These
forward-looking statements speak only as of the date of this press
release, and GCI Liberty expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in
GCI Liberty’s expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. Please refer to the publicly filed documents of GCI Liberty,
including its most recent Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, for additional information about the risks
and uncertainties related to GCI Liberty which may affect the
statements made in this press release.
About GCI Liberty, Inc.
GCI Liberty, Inc. (Nasdaq: GLIBA, GLIBP) operates and owns
interests in a broad range of communications businesses. GCI
Liberty’s assets consist of its subsidiary GCI Holdings, LLC
(“GCI”) and interests in Charter Communications and Liberty
Broadband. GCI is Alaska’s largest communications provider,
providing data, wireless, video, voice and managed services to
consumer and business customers throughout Alaska and nationwide.
GCI has delivered services for nearly 40 years to some of the most
remote communities and in some of the most challenging conditions
in North America.
Additional Information
Nothing in this communication shall constitute a solicitation to
buy or an offer to sell any securities of Liberty Broadband or GCI
Liberty, nor shall it constitute an offer, solicitation, or any
sale in any jurisdiction in which such offer, solicitation, or sale
is unlawful. The offer and sale of shares in the Combination will
only be made pursuant to Liberty Broadband’s effective registration
statement. Liberty Broadband’s stockholders, GCI Liberty’s
stockholders and other investors are urged to read the joint proxy
statement/prospectus included in the registration statement on Form
S-4 filed regarding the Combination and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information about the Combination. Copies of these SEC filings are
available free of charge at the SEC’s website (http://www.sec.gov).
Copies of the filings together with the materials incorporated by
reference therein are also available, without charge, by directing
a request to Liberty Broadband, 12300 Liberty Boulevard, Englewood,
Colorado 80112, Attention: Investor Relations, Telephone: (720)
875-5700 or to GCI Liberty, Inc., 12300 Liberty Boulevard,
Englewood, Colorado 80112, Attention: Investor Relations,
Telephone: (720) 875-5900.
Participants in the Solicitation
Liberty Broadband and GCI Liberty and their respective directors
and executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
Combination. Information about Liberty Broadband’s directors and
executive officers is available in Liberty Broadband’s definitive
proxy statement for its 2020 annual meeting of stockholders, which
was filed with the SEC on April 10, 2020. Information about GCI
Liberty’s directors and executive officers is available in GCI
Liberty’s definitive proxy statement for its 2020 annual meeting of
stockholders, which was filed with the SEC on April 10, 2020. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, are contained in the joint proxy
statement/prospectus included in the registration statement on Form
S-4 filed with the SEC and other relevant materials to be filed
with the SEC, as well as any amendments or supplements to those
documents, regarding the Combination when they become available.
Investors should read the joint proxy statement/prospectus included
in the registration statement on Form S-4 carefully before making
any voting or investment decisions. You may obtain free copies of
these documents from Liberty Broadband and GCI Liberty as indicated
above.
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