Item 5.04. Temporary Suspension of Trading Under Registrant's Employee Benefit
Plans.
As previously disclosed on a Current Report on Form 8-K filed by GCI Liberty,
Inc. (the "Company") on December 2, 2020, the Company had delivered to its
executive officers and directors (collectively, the "Covered Persons") on
December 2, 2020, a notice (the "Initial Notice") under Rule 104(b)(2)(ii) of
Regulation BTR, pursuant to which the Company has imposed a "blackout" period in
connection with the proposed combination (the "Combination") of the Company and
Liberty Broadband Corporation ("Liberty Broadband") in accordance with Section
306(a) of the Sarbanes-Oxley Act of 2002 ("SOX") and the Securities and Exchange
Commission regulations. On December 14, 2020, the Company sent a supplemental
notice to inform the Covered Persons of the expected commencement and expiration
dates of the blackout periods described in the Initial Notice.
Because a blackout period has been imposed under the GCI 401(k) Plan (the
"Plan"), in which the Company is an adopting employer, that is expected to begin
at 4:00 p.m., Eastern Time, on December 17, 2020 and end sometime during the
week following the completion of the Combination, the Company is imposing a SOX
blackout period that will begin at 4:00 p.m., Eastern Time, on December 17, 2020
and end sometime during the week following the completion of the Combination.
The blackout period under the Plan is needed in connection with the Combination,
which is subject to the satisfaction or (to the extent permitted) waiver of
certain conditions, including stockholder approval. The Company and Liberty
Broadband will each hold special meetings of their respective stockholders in
connection with the Combination, which are each scheduled for December 15, 2020.
While the SOX blackout period is in effect, the Covered Persons (and their
immediate family members who share their residence) should not, directly or
indirectly, engage in any purchase, sale, transfer, acquisition, or disposition
of any equity securities of the Company (its Series A Common Stock, Series B
Common Stock and Series A Cumulative Redeemable Preferred Stock), including
stock options. There are limited exclusions and exemptions from this rule.
Further, the above prohibition is in addition to other restrictions on trading
activity that the Company imposes on its executive officers and directors,
including under the Company's insider trading policy and any administrative
blackout related to the Company's online incentive award platform.
The Corporation was unable to determine the dates of the SOX blackout period
until it received information regarding the approval of the Combination by the
Regulatory Commission of Alaska, which is one of the conditions to completing
the Combination. Due to the events described above, this delay was beyond the
reasonable control of the Corporation. Accordingly, the Corporation has
determined to provide to the Covered Persons a notice required under Rule
104(b)(2)(ii) of Regulation BTR on December 14, 2020.
If the Covered Persons have any questions pertaining to this supplemental notice
or the SOX blackout period, they were directed to contact Renee Wilm or Brittany
A. Uthoff in the Legal Department by telephone at 720-875-5900 or by mail at
12300 Liberty Boulevard, Englewood, CO 80112.
Item 8.01. Other Events.
On December 14, 2020, the Company and Liberty Broadband issued a joint press
release announcing the receipt of approvals from the Regulatory Commission of
Alaska in connection with the proposed combination of Liberty Broadband and the
Company. A copy of the joint press release is filed herewith as Exhibit 99.1 in
compliance with Rule 14a-12 under the Securities Exchange Act of 1934, as
amended, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release, dated December 14, 2020.
Cover Page Interactive Data File (formatted as Inline XBRL and
104 contained in Exhibit 101).
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