Item 8.01. Other Events.
On September 23, 2020, the board of directors (the "Board") of Liberty Broadband
Corporation ("Liberty Broadband") approved the following changes to the Board,
subject to and immediately following the completion of the proposed combination
(the "Combination") of Liberty Broadband and GCI Liberty, Inc. ("GCI Liberty")
and the other transactions contemplated by the Agreement and Plan of Merger,
dated as of August 6, 2020, by and among Liberty Broadband, GCI Liberty, Grizzly
Merger Sub 1, LLC and Grizzly Merger Sub 2, Inc.: (i) the size of the Board will
increase from six to eight directorships; (ii) the newly created directorships
resulting from such increase will be a Class II directorship and a Class III
directorship, with a term expiring at the annual meeting of stockholders in 2022
and 2023, respectively and (iii) Sue Ann R. Hamilton and Gregg L. Engles will be
appointed to the Board to fill the newly created directorships and will serve as
a Class II director and a Class III director, respectively.
The Board has determined that Ms. Hamilton and Mr. Engles each qualify as an
independent director for purposes of the rules of The Nasdaq Stock Market LLC as
well as applicable rules and regulations adopted by the Securities and Exchange
Commission.
If the Combination is completed and Ms. Hamilton and Mr. Engles are appointed to
the Board, it is expected that they will each receive the same compensation as
Liberty Broadband's other nonemployee directors, which is summarized in Liberty
Broadband's proxy statement for the annual meeting of stockholders held on May
19, 2020, which was filed with the Securities and Exchange Commission on April
10, 2020.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements. All
statements other than statements of historical fact are "forward-looking
statements" for purposes of federal and state securities laws. Words such as
"will" and "expect" or the negative of such terms or other variations thereof
and words and terms of similar substance used in connection with any discussion
of future plans, actions, or events identify forward-looking statements. It is
uncertain whether any of the events anticipated by the forward-looking
statements will transpire or occur. These forward-looking statements involve
certain risks and uncertainties, many of which are beyond the parties' control,
that could cause actual results to differ materially from those indicated in
such forward-looking statements, including, but not limited to, the ability of
the parties to consummate the Combination on a timely basis or at all and the
satisfaction of the conditions precedent to consummation of the Combination,
including, but not limited to, approval by the stockholders of GCI Liberty and
Liberty Broadband and regulatory approvals. These forward-looking statements
speak only as of the date of this Current Report on Form 8-K, 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 Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q, as well as the
preliminary proxy statement filed by GCI Liberty with the SEC on September 17,
2020, for additional information about GCI Liberty and about the risks and
uncertainties related to the business of GCI Liberty which may affect the
statements made in this Current Report on Form 8-K.
Additional Information
Nothing in this Current Report on Form 8-K shall constitute a solicitation to
buy or an offer to sell securities of GCI Liberty or Liberty Broadband. The
offer and sale of shares in the Combination will only be made pursuant to
Liberty Broadband's effective registration statement. GCI Liberty's
stockholders, Liberty Broadband's stockholders and other investors are urged to
read the joint proxy statement/prospectus included in the registration statement
on Form S-4 filed by Liberty Broadband with the SEC on September 17, 2020, as
well as any amendments or supplements to that document, 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 GCI Liberty, Inc.,
12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor
Relations, Telephone: (720) 875-5900.
Participants in a Solicitation
GCI Liberty and Liberty Broadband 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 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. 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. 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 by
Liberty Broadband with the SEC on September 17, 2020. 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 GCI Liberty as indicated above.
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