Item 2.01. Completion of Acquisition or Disposition of Assets.
The information provided in the Introduction section of this Current Report on Form 8-K is incorporated herein by reference.
At the effective time of the First Merger (the "Effective Time"), pursuant to the Merger Agreement:
(i) each share of GCI Liberty Series A common stock (the "GCI Liberty Series A Common Stock"), issued and outstanding immediately prior to the Effective Time (other than excluded treasury shares (as defined below)) was automatically converted into the right to receive 0.580 of a share of Liberty Broadband Series C common stock (the "Liberty Broadband Series C Common Stock"),
(ii) each share of GCI Liberty Series B common stock (the "GCI Liberty Series B Common Stock" and, together with the GCI Liberty Series A Common Stock, the "GCI Liberty Common Stock"), issued and outstanding immediately prior to the Effective Time (other than excluded shares (as defined below)) was automatically converted into the right to receive 0.580 of a share of Liberty Broadband Series B common stock (the "Liberty Broadband Series B Common Stock"), and
(iii) each share of GCI Liberty Series A Cumulative Redeemable Preferred Stock (the "GCI Liberty Preferred Stock"), issued and outstanding immediately prior to the Effective Time (other than excluded treasury shares) was automatically converted into the right to receive one share of newly issued Liberty Broadband Series A Cumulative Redeemable Preferred Stock (the "Liberty Broadband Preferred Stock").
Such consideration is collectively referred to as the "Merger Consideration."
No fractional shares of Liberty Broadband Series C Common Stock or Liberty
Broadband Series B Common Stock were issued in the Combination. Cash will be
paid in lieu of fractional shares as described in the Joint Proxy
Statement/Prospectus (as defined below). The Merger Consideration is not
deliverable with respect to (x) shares of
The Liberty Broadband Preferred Stock has substantially identical terms to the
GCI Liberty Preferred Stock, including a mandatory redemption date of
Each share of GCI Liberty Common Stock or GCI Liberty Preferred Stock (i) held
by
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Holders of GCI Liberty Series A Common Stock and GCI Liberty Preferred Stock are not entitled to dissenters' or appraisal rights in connection with the Combination. Holders of GCI Liberty Series B Common Stock were entitled to appraisal rights in connection with the Combination, and no holders of GCI Liberty Series B Common Stock have made demands for appraisal.
The sections of the joint proxy statement/prospectus forming a part of Amendment . . .
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the completion of the Combination,
Item 3.03. Material Modification to Rights of Security Holders.
Immediately prior to the Effective Time, each then-outstanding equity award of
The information set forth in Item 2.01 above and Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The information set forth in the Introduction, Item 2.01 above and Items 5.02 and 5.03 below is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the consummation of the Combination, all of the directors of
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introduction is incorporated herein by reference.
At the Effective Time, (1) the certificate of incorporation of the
At the Upstream Effective Time, (1) the certificate of formation and (2) the
limited liability company agreement of
Copies of (1) the certificate of incorporation of the
Item 7.01. Regulation FD Disclosure.
On
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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofAugust 6, 2020 , by and amongGCI Liberty, Inc. , Liberty Broadband Corporation, Grizzly Merger Sub 1, LLC and Grizzly Merger Sub 2, Inc. (incorporated by reference to Annex A to the Definitive Proxy Statement on Schedule 14A filed with theSEC byGCI Liberty, Inc. onOctober 30, 2020 ) 3.1 Amended and Restated Certificate of Incorporation of the Surviving Corporation 3.2 Amended and Restated Bylaws of theSurviving Corporation 3.3 Certificate of Formation of theSurviving Company 3.4 Limited Liability Company Agreement of the Surviving Company* 99.1 Joint Press Release of Liberty Broadband Corporation andGCI Liberty, Inc. , datedDecember 18, 2020 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
registrant hereby agrees to furnish supplementally a copy of such exhibits to
the
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