UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 1518, 2020

~~GCI LIBERTY~~GRIZZLY MERGER SUB 1, ~~INC.~~LLC

(Exact name of registrant as specified in its charter)

Delaware	001-38385	9247-~~0072737~~1211994
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (720) 875-5900

GCI LIBERTY, INC.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of ~~each~~ exchange on which registered
Series A Common Stock, par value $0.01 per share	GLIBA	The Nasdaq Stock Market LLC
Series A Cumulative Redeemable preferred stock, par value $0.01 per share	GLIBP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item 5.07. Submission of Matters to a Vote of Security Holders.~~Introduction

On December 15 18, 2020, ~~GCI~~pursuant ~~Liberty,~~to ~~Inc.~~the Agreement ~~(“GCI~~and ~~Liberty”) stockholders~~Plan ~~approved~~of ~~each~~Merger, ~~proposal~~dated ~~relating~~as toof August 6, 2020 (the ~~proposed~~“Merger ~~acquisition~~Agreement”), entered ofinto by GCI Liberty, Inc. by(“GCI Liberty”), Liberty Broadband Corporation (“Liberty Broadband”), Grizzly inMerger Sub 1, LLC, a ~~stock-for-stock~~wholly ~~merger~~owned ~~(the~~subsidiary of Liberty Broadband (“~~Combination~~Merger LLC”), ~~that~~and ~~was~~Grizzly ~~considered~~Merger Sub at2, Inc., ~~its~~a ~~virtual~~wholly ~~special meeting~~owned subsidiary of ~~stockholders~~Merger ~~(the~~LLC (“~~Special~~Merger ~~Meeting~~Sub”)~~. Specifically~~, ~~the~~Merger ~~following~~Sub ~~proposals~~merged ~~were~~with ~~considered~~ and ~~approved~~into byGCI Liberty (the ~~stockholders~~“First ofMerger”), with GCI Liberty: ~~(a)~~surviving the ~~adoption~~First ofMerger ~~the~~as ~~Merger~~an ~~Agreement~~indirect ~~(the~~wholly ~~“GCI~~owned subsidiary of Liberty ~~Merger~~Broadband ~~Proposal”) and~~ (b) the ~~adjournment~~“Surviving ofCorporation”), ~~the~~and ~~Special~~immediately ~~Meeting from~~following ~~time~~the toFirst ~~time~~Merger, toGCI Liberty ~~solicit~~(as ~~additional~~the ~~proxies~~Surviving Corporation in ~~favor of~~ the ~~GCI~~First ~~Liberty~~ Merger) ~~Proposal~~merged ifwith ~~there~~and ~~were~~into ~~insufficient~~Merger ~~votes~~LLC at (the ~~time~~“Upstream ofMerger”, and ~~such~~together ~~adjournment~~with ~~to approve~~ the ~~GCI~~First ~~Liberty~~ Merger, ~~Proposal~~the or“Combination”), ifwith ~~otherwise~~Merger ~~determined~~LLC bysurviving the ~~chairperson~~Upstream ofMerger ~~the~~as ~~meeting~~a wholly toowned besubsidiary ~~necessary~~of orLiberty ~~appropriate~~Broadband (the “~~GCI~~Surviving ~~Liberty Adjournment Proposal~~Company”). ~~GCI Liberty expects the Combination to close on December 18, 2020.~~

~~Approval of~~The ~~the~~descriptions ~~GCI Liberty Merger Proposal required both (i) the affirmative vote~~ of the ~~holders~~Combination ~~of a majority of the aggregate voting~~and ~~power~~Merger ofAgreement ~~the~~in ~~shares~~this ofCurrent ~~GCI~~Report ~~Liberty capital stock outstanding and entitled to vote~~ on ~~the proposal at the Special Meeting, voting together as a single class, (the “statutory approval standard”) and (ii)~~Form ~~the~~8-K ~~affirmative~~do ~~vote~~not ofpurport ~~the~~to ~~holders of~~be acomplete ~~majority of the aggregate voting power of the shares of GCI Liberty capital stock outstanding~~ and ~~entitled~~are tosubject ~~vote on the proposal at the Special Meeting~~to, ~~voting~~and ~~together~~qualified asin ~~a single class, excluding all outstanding shares beneficially owned, directly~~their orentirety ~~indirectly,~~ by ~~Liberty~~reference ~~Broadband~~to ~~and its subsidiaries, Mr. John C. Malone,~~ the ~~Chairman~~Merger ~~of the Board of Directors of Liberty Broadband and GCI Liberty~~Agreement, ~~and~~which ~~certain~~is ~~affiliated~~included ~~persons~~as ~~of Mr.~~Exhibit ~~Malone (collectively, the “Malone Group”), Mr~~2. ~~Gregory~~1 B.hereto ~~Maffei, a director~~ and ~~the~~incorporated ~~President~~herein ~~and~~by ~~Chief Executive Officer of Liberty Broadband and GCI Liberty, and certain affiliated persons of Mr~~reference. Maffei (collectively, the “Maffei Group”), each of the affiliates of the Malone Group or the Maffei Group, the directors of Liberty Broadband and GCI Liberty, the Liberty Broadband Section 16 officers, the GCI Liberty Section 16 officers or immediate family members of any of the foregoing (collectively, the “Excluded Parties”) (the “MoM vote approval standard”).

~~Approval~~Item of2.01. ~~the~~Completion ~~GCI Liberty Adjournment Proposal required the affirmative vote~~ of ~~the holders~~Acquisition ofor aDisposition ~~majority~~ of the aggregate voting power of the shares of GCI Liberty capital stock that were present in person via the Internet or represented by proxy at the Special Meeting and entitled to vote on the proposal at the Special Meeting, voting together as a single classAssets.

AsThe ofinformation ~~5:00~~provided ~~p.m.,~~in ~~New York City time, on October 20, 2020,~~ the ~~record~~ ~~date for the Special Meeting, there were 101,350,970 shares of GCI Liberty Series A common stock, par value $0.01 per share~~Introduction ~~(the~~section ~~“GCI Liberty Series A common stock”), 4,488,568 shares~~ of ~~GCI~~this ~~Liberty~~Current ~~Series~~Report Bon ~~common~~Form 8-K ~~stock,~~is ~~par~~incorporated ~~value $0.01~~herein per share (the “GCI Liberty Series B common stock”), and 7,199,631 shares of GCI Liberty Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “GCI Liberty preferred stock”), in each case, outstanding and entitled to vote at the Special Meeting. Excluding shares beneficially owned, directly or indirectly, by ~~the Excluded Parties, the aggregate shares outstanding and entitled to vote at the Special Meeting on the GCI Liberty Merger Proposal represented 102,412,678 votes~~reference.

~~The~~At ~~number~~the ofeffective ~~votes~~time ~~cast~~of ~~for~~the orFirst ~~against, as well as~~ Merger (the ~~number of~~“Effective ~~abstentions~~Time”), ~~and~~pursuant ~~broker non-votes as~~ to ~~each~~the ~~proposal,~~Merger ~~are set forth below.~~Agreement:

1.(i) each share of GCI Liberty Series A ~~Merger~~common stock (the “GCI Liberty Series A Common ~~Proposal~~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”),

~~The~~(ii) each ~~votes~~share ~~under~~of ~~the~~GCI ~~statutory~~Liberty Series B ~~approval~~common ~~standard~~stock (~~that~~the is“GCI Liberty Series B Common Stock” and, ~~including~~together ~~shares~~with ~~held~~the byGCI Liberty Series A Common Stock, the ~~Excluded~~“GCI ~~Parties~~Liberty Common Stock”), ~~were~~issued and outstanding immediately prior to the Effective Time (other than excluded shares (as ~~follows:~~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

Votes For	Votes Against	Abstentions	Broker Non-Votes
127,724,136	530,162	182,469	–

(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”).

~~The~~Such ~~votes~~consideration ~~under~~is ~~the~~collectively ~~MoM~~referred ~~vote~~to ~~approval~~as ~~standard (that is, excluding shares held by~~ the ~~Excluded~~“Merger ~~Parties) were as follows:~~ Consideration.”

Votes For	Votes Against	Abstentions	Broker Non-Votes
81,524,158	530,162	182,469	–

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 GCI Liberty capital stock held by (i) GCI Liberty as treasury stock, (ii) any of GCI Liberty's wholly owned subsidiaries or (iii) Liberty Broadband or its wholly owned subsidiaries (the “excluded treasury shares”) or (y) shares of GCI Liberty Series B Common Stock held by any stockholders who have perfected and have not waived, effectively withdrawn or lost their appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware (collectively with the excluded treasury shares, the “excluded shares”).

~~Accordingly,~~The ~~the~~Liberty ~~GCI~~Broadband ~~Liberty~~Preferred ~~Merger~~Stock ~~Proposal~~has substantially ~~was~~identical ~~approved~~terms ~~under both~~to the ~~statutory~~GCI ~~approval~~Liberty ~~standard~~Preferred ~~and~~Stock, ~~the~~including ~~MoM~~a ~~vote~~mandatory ~~approval~~redemption ~~standard~~date of March 8, 2039.

2.Each share of GCI Liberty ~~Adjournment~~Common Stock or ~~Proposal~~GCI Liberty Preferred Stock (i) held by GCI Liberty as treasury stock or by any of its wholly owned subsidiaries immediately prior to the Effective Time or (ii) owned by Liberty Broadband or any of its wholly owned subsidiaries immediately prior to the Effective Time was cancelled and no securities of Liberty Broadband or other consideration were delivered in exchange therefor.

Votes For	Votes Against	Abstentions	Broker Non-Votes
116,233,081	11,970,694	232,992	–

~~Accordingly,~~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 ~~Adjournment~~Series B ~~Proposal~~Common ~~was~~Stock ~~approved~~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 No. 2 to Liberty Broadband’s Registration Statement on Form S-4, filed with the Securities and Exchange Commission (the “SEC”) on October 30, 2020 (File No. 333-248854) (the “Joint Proxy Statement/Prospectus”), entitled “Special Factors—Liberty Broadband, Merger Sub and Merger LLC's Purpose and Reasons for the Combination; Recommendations of the Liberty Broadband Special Committee and Liberty Broadband Board of Directors,” “Special Factors—Position of Liberty Broadband, Merger LLC and Merger Sub as to the Fairness of the Combination” and “Special Factors—Interests of Liberty Broadband Directors and Executive Officers in the Combination,” are incorporated herein by reference.

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, GCI Liberty notified The Nasdaq Stock Market LLC (“Nasdaq”) of its intent to remove the GCI Liberty Series A Common Stock and GCI Liberty Preferred Stock from listing on Nasdaq and requested that Nasdaq file a notice of removal from listing on Forms 25 with the SEC to delist and deregister such securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Additionally, GCI Liberty notified the Financial Industry Regulatory Authority of its intent to remove the GCI Liberty Series B Common Stock from quotation on the OTC Markets. The Surviving Company intends to file with the SEC a certification on Form 15, requesting the termination of registration of the GCI Liberty Series A Common Stock and GCI Liberty Preferred Stock under Section 12(g) of the Exchange Act and the suspension of GCI Liberty’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03.

Material Modification to Rights of Security Holders.

Immediately prior to the Effective Time, each then-outstanding equity award of GCI Liberty (other than restricted stock unit awards held by non-employee directors of GCI Liberty) were converted into equity awards of Liberty Broadband. The adjusted Liberty Broadband equity awards have the same terms and conditions (including applicable vesting requirements) as applied to each GCI Liberty equity award immediately prior to the Effective Time. The sections of the Joint Proxy Statement/Prospectus entitled “Questions & Answers—What will happen to GCI Liberty's outstanding equity awards?” and “Special Factors—The Merger Agreement—Treatment of Equity Awards,” which describe the adjustment of the GCI Liberty equity awards, are incorporated herein by reference.

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 GCI Liberty resigned effective as of the Effective Time. The directors of GCI Liberty did not resign because of a disagreement with GCI Liberty on any matter relating to GCI Liberty’s operations, policies or practices. The directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation during the period beginning at the Effective Time and ending at the effective time of the Upstream Merger (the “Upstream Effective Time”). At the Upstream Effective Time, the manager of Merger LLC became the manager of the Surviving Company.

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 Surviving Corporation was amended and restated to read in its entirety as set forth on Exhibit H to the Merger Agreement and (2) the bylaws of the Surviving Corporation were amended and restated to read in their entirety as set forth on Exhibit I to the Merger Agreement, each in accordance with the terms of the Merger Agreement.

At the Upstream Effective Time, (1) the certificate of formation and (2) the limited liability company agreement of Merger LLC, each as in effect immediately prior to the Upstream Effective Time, became the certificate of formation and limited liability company agreement of the Surviving Company, respectively.

Copies of (1) the certificate of incorporation of the Surviving Corporation, as amended and restated and in effect immediately prior to the Upstream Effective Time, (2) the bylaws of the Surviving Corporation, as amended and restated and in effect immediately prior to the Upstream Effective Time, (3) the certificate of formation of the Surviving Company, as in effect immediately following the Upstream Effective Time and (4) the limited liability company agreement of the Surviving Company as in effect immediately following the Upstream Effective Time are attached as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference into this Item 5.03.

Item 7.01.

Regulation FD Disclosure.

On December 18, 2020, GCI Liberty and Liberty Broadband issued a joint press release announcing the completion of the Combination. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

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 SEC in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of August 6, 2020, by and among GCI 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 the SEC by GCI Liberty, Inc. on October 30, 2020)
3.1		Amended and Restated Certificate of Incorporation of the Surviving Corporation
3.2		Amended and Restated Bylaws of the Surviving Corporation
3.3		Certificate of Formation of the Surviving Company
3.4		Limited Liability Company Agreement of the Surviving Company*
99.1		Joint Press Release of Liberty Broadband Corporation and GCI Liberty, Inc., dated December 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 Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange ~~Act~~ Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 1621, 2020

GCI LIBERTY, INC. By: /s/ Wade Haufschild Name: Wade Haufschild Title: Vice President

	GRIZZLY MERGER SUB 1, LLC
	(as successor by merger to GCI Liberty, Inc.)


	By:	/s/ Craig Troyer
		Name: Craig Troyer
		Title: Senior Vice President and Assistant Secretary

us-gaap:CommonClassAMember	Series Common Stock Par Value 0.01 Per Share [Member]
us-gaap:SeriesAPreferredStockMember	Series Cumulative Redeemable Preferred Stock Par Value 0.01 Per Share [Member]

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