CORRESP Filing
GCI Liberty, Inc.
Date: May 6, 2025 · CIK: 0002057463 · Accession: 0001104659-25-044744
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-286272
Referenced dates: April 29, 2025
Letter
VIA EDGAR Division of Corporation Finance Office of Technology Attention: Mr. Matthew Crispino Re: GCI Liberty, Inc. Registration Statement on Form S-1 File No. 333-286272
Dear Mr. Crispino:
On behalf of our client, GCI Liberty, Inc., a Nevada corporation (" GCI Liberty "), we are providing its responses to the comments of the Staff of the Division of Corporation Finance (the " Staff ") of the U.S. Securities and Exchange Commission set forth in your letter, dated April 29, 2025, with respect to the filings referenced above.
This letter and Amendment No. 1 to the Registration Statement on Form S-1 (as amended, the " Registration Statement ") are being filed electronically via the EDGAR system today.
For your convenience, we have restated below the Staff's comments in bold, followed by our response to each such comment. Capitalized terms used and not defined herein have the meanings given in the Registration Statement. Page references in our responses correspond to the pages and captions in the Registration Statement:
Registration Statement on Form S-1
Cover Page
1. Please revise your cover page to describe the disparate voting rights between the different series of your common stock that are being distributed to Liberty Broadband common stockholders.
Response : GCI Liberty respectfully acknowledges the Staff's comment. In response to the Staff's comment, GCI Liberty has revised the cover page of the prospectus to provide the requested disclosure.
Austin • Century City • Dallas • Houston • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC
Beijing • Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo
Questions and Answers
Q: Is GCI Group common stock a tracking stock?, page 11
2. We note that the GCI Group common stock being distributed to Liberty Broadband shareholders has features consistent with tracking stock and that the GCI Group stock may become a tracking stock without the approval of GCI Liberty's stockholders after the separation. We also note that GCI Liberty's articles are being amended prior to the separation so that Ventures Group common stock, which also has features consistent with tracking stock, is already authorized and can be issued without shareholder approval after the separation. Please discuss why you have structured the separation in this manner and are not, for example, distributing to Liberty Broadband shareholders shares of both the GCI Group and GGI Ventures Group common stock. Discuss how the implementation of two groups of tracking stock and any issuance of the GCI Ventures Group shares after the separation create additional risks, including the dilution of Liberty Broadband shareholders' ownership in GCI Liberty after the separation and a potential impact on the market value of their GCI Group shares. Highlight this information on the cover page with cross-references to the specific risk factors related to tracking stocks
Response : GCI Liberty respectfully acknowledges the Staff's comment. In response to the Staff's comment, GCI Liberty has revised the disclosure on page 11 of the Registration Statement.
Risk Factors
GCI depends on a limited number of third-party vendors to supply communications equipment, page 36
3. We note your disclosure regarding the risk associated with your reliance on a limited number of third-party vendors. Please revise your disclosure here and elsewhere as appropriate to discuss whether you enter into written agreements with these third party vendors. If so, please describe the material terms of these agreements and file any material written agreements if required by Item 601(b)(10) of Regulation S-K.
Response : GCI Liberty respectfully acknowledges the Staff's comment. GCI Liberty respectfully advises the Staff that GCI Liberty is not substantially dependent on any particular agreement with a third-party vendor. Third-party vendor agreements for the supply of communications equipment are contracts of the type that are entered into in the ordinary course of business and contain customary terms and conditions. Further, no one vendor agreement is material in amount, scope or significance to the day-to-day operations of the company. GCI Liberty believes that if an existing agreement with any third-party vendor expired, was terminated or otherwise needed to be replaced, including due to a vendor bankruptcy or acquisition without continuing product support by the acquiring company, GCI Liberty would be able to enter into one or more agreements with comparable third-party suppliers or vendors without significant harm to its business. As such, GCI Liberty has determined that it is not substantially dependent upon any of its third-party vendor agreements. Based on the reasons above, GCI Liberty respectfully submits that its third-party vendor agreements are not material contracts within the meaning of Item 601(b)(10) of Regulation S-K.
The Separation
Reasons for the Separation, page 48
4. Please discuss why the Liberty Broadband board structured the separation as it has been structured and the factors considered by the board. For example, specifically address the board's reasons for drafting the GCI Liberty articles so that the two authorized classes of GCI Liberty common stock have features consistent with tracking stock and the implementation of a tracking stock structure can occur without shareholder approval. Also address the board's consideration of the benefits and detriments to Liberty Broadband (or Charter Communications, as applicable), Liberty Broadband shareholders who will receive the distribution of GCI shares, and GCI Liberty of the tax consequences of the separation and of the tax receivables Agreement.
Response : GCI Liberty respectfully acknowledges the Staff's comment. In response to the Staff's comment, GCI Liberty has revised the disclosure on page 49 of the Registration Statement.
Accounting Treatment, page 54
5. Please tell us how you considered whether the separation from Liberty Broadband would qualify as a reverse spin-off. Please include the basis for your conclusion.
Response : GCI Liberty respectfully acknowledges the Staff's comment. In response to the Staff's comment, GCI Liberty has provided its analysis of ASC 505-60-25-8 in the following paragraphs, which concludes that the legal spinnor (Liberty Broadband) is the same as the accounting spinnor, such that there is no reverse spin-off when accounting for the spin-off.
In accordance with ASC 505-60-25-8, an entity is required to determine which party in a spin-off transaction is the accounting spinnor and which is the accounting spinnee in order to determine whether the spin-off transaction is accounted for as a reverse spin-off or a regular spin-off. The accounting guidance contains four criteria that an entity must consider when determining the required accounting and reporting in a spin-off transaction. A presumption shall exist that a spin-off be accounted for based on its legal form-in other words, that the legal spinnor is also the accounting spinnor. However, that presumption may be overcome based on an entity's assessment of the four criteria, and no one indicator shall be considered presumptive or determinative. The following discussion addresses the four criteria as detailed in ASC 505-60-25-8(a) through 25-8(d).
Criterion A: An entity should consider the size of the legal spinnor and legal spinnee based on a comparison of the assets, revenues, and earnings of the two entities, noting that there are no established bright lines that shall be used to determine which entity is the larger of the two. GCI Liberty's total assets represent 20% of Liberty Broadband's total assets as of December 31, 2024 and 100% of revenue and 8% of net earnings (loss) attributable to Liberty Broadband stockholders for the year-ended December 31, 2024. GCI Liberty is 100% of the revenue of Liberty Broadband, as GCI Holdings is the only operating company within Liberty Broadband. Liberty Broadband's investment in Charter Communications, Inc. ("Charter") represents 78% of the total assets of Liberty Broadband. In addition, Liberty Broadband's share of Charter's earnings (loss) is generally a significant portion of Liberty Broadband's net earnings (loss). As two out of the three metrics indicate that Liberty Broadband is larger than GCI Liberty, this criterion in isolation suggests that the legal spinnor is the accounting spinnor and results in a regular spin-off whereby the legal form is followed for accounting purposes. However, a complete analysis of all the criteria must be considered.
Criterion B: An entity should consider the fair value of the legal spinnor and the legal spinnee. GCI Liberty estimated the fair value of Liberty Broadband (the legal spinnor) to be approximately $10.6 billion and $9.1 billion using the number of outstanding shares of Liberty Broadband common stock multiplied by the closing share prices as of March 31, 2025 and December 31, 2024, respectively, less the estimated fair value of GCI Liberty. GCI Liberty estimated the fair value of GCI Liberty to be approximately $1.6 billion using an internal valuation adjusted for its principal value of debt. Given the significant value of Liberty Broadband in comparison to GCI Liberty, this criterion in isolation suggests that the legal spinnor is the accounting spinnor and results in a regular spin-off whereby the legal form is followed for accounting purposes. However, a complete analysis of all the criteria must be considered.
Criterion C: An entity should consider senior management and whether the legal spinnor or legal spinnee retains the senior management of the formerly combined entity. Senior management generally consists of the chairman of the board, chief executive officer, chief operating officer, chief financial officer, and those divisional heads reporting directly to them.
Current senior management of Liberty Broadband (the legal spinnor) consists of (a) John Malone, President and Chief Executive Officer ("CEO") and Chairman of the Board, (b) Brian Wendling, Chief Accounting Officer and Principal Financial Officer, (c) Renee Wilm, Chief Legal Officer and Chief Administrative Officer, and (d) Ben Oren, Executive Vice President and Treasurer. The same senior management that currently exists at Liberty Broadband will remain at Liberty Broadband after the spin-off. Immediately after the spin-off, GCI Liberty (the legal spinnee) will be an independent company and Liberty Broadband will have no continuing stock ownership in GCI Liberty. As more fully discussed within the "Management" section of the prospectus, GCI Liberty's senior management after the spin-off and merger will consist of (a) John Malone, Chairman of the Board, (b) Ronald Duncan, President, CEO and Director, (c) Brian Wendling, Chief Accounting Officer and Principal Financial Officer, and (d) Renee Wilm, Chief Legal Officer and Chief Administrative Officer.
In considering that the legal spinnor (Liberty Broadband) retains the same senior management team before and after the spin-off, and the legal spinnee (GCI Liberty) will have a different CEO than Liberty Broadband's CEO, this criterion in isolation suggests that the legal spinnor is the accounting spinnor and results in a regular spin-off whereby the legal form is followed for accounting purposes. However, a complete analysis of all the criteria must be considered.
Criterion D: An entity should consider whether there is a proposed or approved plan of sale of one of the separate entities concurrent with the spin-off, and whether the legal spinnee (GCI Liberty) is held for a longer period than the legal spinnor (Liberty Broadband). GCI Liberty notes that Liberty Broadband has an approved plan to merge with Charter on June 30, 2027, unless otherwise agreed by both parties. The merger between Charter and Liberty Broadband is contingent upon the successful completion of the spin-off of GCI Liberty prior to June 30, 2027. GCI Liberty does not have any indication or knowledge of how long GCI Liberty will be held by its shareholders following the spin-off, and therefore, this criteria is not determinative.
Overall evaluation of ASC 505-60-25-8: The guidance in ASC 505-60-25-8 states that a presumption shall exist that a spin-off be accounted for based on its legal form (whereby the legal spinnor and accounting spinnor are the same) unless the criteria in ASC 505-60-25-8(a) through 25-8(d) rebut that presumption. As discussed above, three of the four applicable criteria lead to the conclusion that the legal spinnor is also the accounting spinnor, such that the spin-off shall be accounted for based on its legal form.
Additionally, GCI Liberty considered the example at ASC 505-60-55-7 through 55-9, which includes discussion with respect to what an entity's shareholders and financial statement users would view as the most accurate depiction of the transaction. In substance, Liberty Broadband plans to spin-off its subsidiary, GCI Holdings, and continue to operate and manage Liberty Broadband with the same senior management and the remaining assets and liabilities, resulting in the most accurate depiction of the spin-off being represented by regular spin-off accounting (i.e., not a reverse spin-off).
6. Please tell us what consideration you gave to providing pro forma information for the separation from Liberty Broadband. In this regard, we note that you will enter into the separation and distribution agreement, the tax sharing agreement and the tax receivables agreement due to the separation.
Response : GCI Liberty respectfully acknowledges the Staff's comment. In response to the Staff's comment, GCI Liberty notes that the registration statement is for GCI Liberty and that the divestiture of GCI Liberty from a Liberty Broadband perspective was not considered relevant to an investment decision of a GCI Liberty shareholder. GCI Liberty considered whether pro forma financial information for GCI Liberty was necessary, but concluded that the financial information in the GCI Liberty combined financial statements is inclusive of all the financial information for which there is a substantial likelihood that a reasonable investor would attach importance in determining whether to purchase or sell GCI Group common stock.
The various agreements described by the Staff above and in Note 1 to the combined financial statements, which will be entered into at the time of the separation, are not expected to materially change the future results of GCI Liberty, and therefore, do not require pro forma information to be provided.
Certain Relationships and Related Party Transactions
Related Party Agreements Relating to GCI Liberty
Malone Nonvoting Side Letter, page 119
7. Please file the Malone Nonvoting Side Letter as an exhibit to the registration statement or advise why it is not required to be filed. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.
Response : GCI Liberty respectfully acknowledges the Staff's comment and has filed the Malone nonvoting side letter as Exhibit 10.12 to the Registration Statement.
Index to Financial Statements
Combined Statements of Operations, page F-4
8. Please disclose how you identified and allocated expenses incurred on your behalf or explain why there are no expenses identified and allocated for the years ended December 31, 2024 and 2023. Refer to SAB Topic 1.B.1.
Response: GCI Liberty respectfully acknowledges the Staff's comment. The GCI Bus
Show Raw Text
CORRESP
1
filename1.htm
O'Melveny & Myers LLP
Two Embarcadero Center
28ᵗʰ Floor
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T: +1 415 984 8700
F: +1 415 984 8701
omm.com
File Number: 0505788-00017
May 6, 2025
C. Brophy Christensen
D: +1 415 984 8793
bchristensen@omm.com
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, NE
Washington, D.C. 20549
Attention: Mr. Matthew Crispino
Re: GCI Liberty, Inc.
Registration Statement on Form S-1
File No. 333-286272
Dear Mr. Crispino:
On behalf of our client, GCI Liberty, Inc., a Nevada
corporation (" GCI Liberty "), we are providing its responses to the comments of the Staff of the Division of Corporation
Finance (the " Staff ") of the U.S. Securities and Exchange Commission set forth in your letter, dated April 29, 2025,
with respect to the filings referenced above.
This letter and Amendment No. 1 to the Registration
Statement on Form S-1 (as amended, the " Registration Statement ") are being filed electronically via the EDGAR system
today.
For
your convenience, we have restated below the Staff's comments in bold, followed by our response to each such comment. Capitalized
terms used and not defined herein have the meanings given in the Registration Statement. Page references in our responses correspond to
the pages and captions in the Registration Statement:
Registration Statement on Form S-1
Cover Page
1. Please revise your cover page to describe the disparate voting rights between the different series of your common stock that are
being distributed to Liberty Broadband common stockholders.
Response :
GCI Liberty respectfully acknowledges the Staff's comment. In response to the Staff's comment, GCI Liberty has revised the
cover page of the prospectus to provide the requested disclosure.
Austin • Century City • Dallas •
Houston • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC
Beijing • Brussels • Hong Kong •
London • Seoul • Shanghai • Singapore • Tokyo
Questions and Answers
Q: Is GCI Group common stock a tracking stock?, page 11
2. We note that the GCI Group common stock being distributed to Liberty Broadband shareholders has features consistent with tracking
stock and that the GCI Group stock may become a tracking stock without the approval of GCI Liberty's stockholders after the separation.
We also note that GCI Liberty's articles are being amended prior to the separation so that Ventures Group common stock, which also
has features consistent with tracking stock, is already authorized and can be issued without shareholder approval after the separation.
Please discuss why you have structured the separation in this manner and are not, for example, distributing to Liberty Broadband shareholders
shares of both the GCI Group and GGI Ventures Group common stock. Discuss how the implementation of two groups of tracking stock and any
issuance of the GCI Ventures Group shares after the separation create additional risks, including the dilution of Liberty Broadband shareholders'
ownership in GCI Liberty after the separation and a potential impact on the market value of their GCI Group shares. Highlight this information
on the cover page with cross-references to the specific risk factors related to tracking stocks
Response :
GCI Liberty respectfully acknowledges the Staff's comment. In response to the Staff's comment, GCI Liberty has revised the
disclosure on page 11 of the Registration Statement.
Risk Factors
GCI depends on a limited number of third-party vendors to supply
communications equipment, page 36
3. We note your disclosure regarding the risk associated with your reliance on a limited number of third-party vendors. Please revise
your disclosure here and elsewhere as appropriate to discuss whether you enter into written agreements with these third party vendors.
If so, please describe the material terms of these agreements and file any material written agreements if required by Item 601(b)(10)
of Regulation S-K.
Response :
GCI Liberty respectfully acknowledges the Staff's comment. GCI Liberty respectfully advises the Staff that GCI Liberty is not substantially
dependent on any particular agreement with a third-party vendor. Third-party vendor agreements for the supply of communications equipment
are contracts of the type that are entered into in the ordinary course of business and contain customary terms and conditions. Further,
no one vendor agreement is material in amount, scope or significance to the day-to-day operations of the company. GCI Liberty believes
that if an existing agreement with any third-party vendor expired, was terminated or otherwise needed to be replaced, including due to
a vendor bankruptcy or acquisition without continuing product support by the acquiring company, GCI Liberty would be able to enter into
one or more agreements with comparable third-party suppliers or vendors without significant harm to its business. As such, GCI Liberty
has determined that it is not substantially dependent upon any of its third-party vendor agreements. Based on the reasons above, GCI Liberty
respectfully submits that its third-party vendor agreements are not material contracts within the meaning of Item 601(b)(10) of Regulation
S-K.
2
The Separation
Reasons for the Separation, page 48
4. Please discuss why the Liberty Broadband board structured the separation as it has been structured and the factors considered by
the board. For example, specifically address the board's reasons for drafting the GCI Liberty articles so that the two authorized
classes of GCI Liberty common stock have features consistent with tracking stock and the implementation of a tracking stock structure
can occur without shareholder approval. Also address the board's consideration of the benefits and detriments to Liberty Broadband
(or Charter Communications, as applicable), Liberty Broadband shareholders who will receive the distribution of GCI shares, and GCI Liberty
of the tax consequences of the separation and of the tax receivables Agreement.
Response :
GCI Liberty respectfully acknowledges the Staff's comment. In response to the Staff's comment, GCI Liberty has revised the
disclosure on page 49 of the Registration Statement.
Accounting Treatment, page 54
5. Please tell us how you considered whether the separation from Liberty Broadband would qualify as a reverse spin-off. Please include
the basis for your conclusion.
Response :
GCI Liberty respectfully acknowledges the Staff's comment. In response to the
Staff's comment, GCI Liberty has provided its analysis of ASC 505-60-25-8 in the following paragraphs, which concludes that
the legal spinnor (Liberty Broadband) is the same as the accounting spinnor, such that there is no reverse spin-off when accounting
for the spin-off.
In
accordance with ASC 505-60-25-8, an entity is required to determine which party in a spin-off transaction is the accounting spinnor and
which is the accounting spinnee in order to determine whether the spin-off transaction is accounted for as a reverse spin-off or a regular
spin-off. The accounting guidance contains four criteria that an entity must consider when determining the required accounting and reporting
in a spin-off transaction. A presumption shall exist that a spin-off be accounted for based on its legal form-in other words, that
the legal spinnor is also the accounting spinnor. However, that presumption may be overcome based on an entity's assessment of
the four criteria, and no one indicator shall be considered presumptive or determinative. The following discussion addresses the four
criteria as detailed in ASC 505-60-25-8(a) through 25-8(d).
3
Criterion
A: An entity should consider the size of the legal spinnor and legal spinnee based on a comparison of the assets, revenues, and earnings
of the two entities, noting that there are no established bright lines that shall be used to determine which entity is the larger of
the two. GCI Liberty's total assets represent 20% of Liberty Broadband's total assets as of December 31, 2024 and 100% of
revenue and 8% of net earnings (loss) attributable to Liberty Broadband stockholders for the year-ended December 31, 2024. GCI Liberty
is 100% of the revenue of Liberty Broadband, as GCI Holdings is the only operating company within Liberty Broadband. Liberty Broadband's
investment in Charter Communications, Inc. ("Charter") represents 78% of the total assets of Liberty Broadband. In addition,
Liberty Broadband's share of Charter's earnings (loss) is generally a significant portion of Liberty Broadband's net
earnings (loss). As two out of the three metrics indicate that Liberty Broadband is larger than GCI Liberty, this criterion in isolation
suggests that the legal spinnor is the accounting spinnor and results in a regular spin-off whereby the legal form is followed for accounting
purposes. However, a complete analysis of all the criteria must be considered.
Criterion
B: An entity should consider the fair value of the legal spinnor and the legal spinnee. GCI Liberty estimated the fair value of Liberty
Broadband (the legal spinnor) to be approximately $10.6 billion and $9.1 billion using the number of outstanding shares of Liberty Broadband
common stock multiplied by the closing share prices as of March 31, 2025 and December 31, 2024, respectively, less the estimated fair
value of GCI Liberty. GCI Liberty estimated the fair value of GCI Liberty to be approximately $1.6 billion using an internal valuation
adjusted for its principal value of debt. Given the significant value of Liberty Broadband in comparison to GCI Liberty, this criterion
in isolation suggests that the legal spinnor is the accounting spinnor and results in a regular spin-off whereby the legal form is followed
for accounting purposes. However, a complete analysis of all the criteria must be considered.
Criterion
C: An entity should consider senior management and whether the legal spinnor or legal spinnee retains the senior management of the formerly
combined entity. Senior management generally consists of the chairman of the board, chief executive officer, chief operating officer,
chief financial officer, and those divisional heads reporting directly to them.
Current
senior management of Liberty Broadband (the legal spinnor) consists of (a) John Malone, President and Chief Executive Officer
("CEO") and Chairman of the Board, (b) Brian Wendling, Chief Accounting Officer and Principal Financial Officer, (c) Renee Wilm,
Chief Legal Officer and Chief Administrative Officer, and (d) Ben Oren, Executive Vice President and Treasurer. The same senior
management that currently exists at Liberty Broadband will remain at Liberty Broadband after the spin-off. Immediately after the
spin-off, GCI Liberty (the legal spinnee) will be an independent company and Liberty Broadband will have no continuing stock
ownership in GCI Liberty. As more fully discussed within the "Management" section of the prospectus, GCI Liberty's
senior management after the spin-off and merger will consist of (a) John Malone, Chairman of the Board, (b) Ronald Duncan,
President, CEO and Director, (c) Brian Wendling, Chief Accounting Officer and Principal Financial Officer, and (d) Renee Wilm, Chief
Legal Officer and Chief Administrative Officer.
4
In
considering that the legal spinnor (Liberty Broadband) retains the same senior management team before and after the spin-off, and the
legal spinnee (GCI Liberty) will have a different CEO than Liberty Broadband's CEO, this criterion in isolation suggests that the
legal spinnor is the accounting spinnor and results in a regular spin-off whereby the legal form is followed for accounting purposes.
However, a complete analysis of all the criteria must be considered.
Criterion
D: An entity should consider whether there is a proposed or approved plan of sale of one of the separate entities concurrent with the
spin-off, and whether the legal spinnee (GCI Liberty) is held for a longer period than the legal spinnor (Liberty Broadband). GCI Liberty
notes that Liberty Broadband has an approved plan to merge with Charter on June 30, 2027, unless otherwise agreed by both parties. The
merger between Charter and Liberty Broadband is contingent upon the successful completion of the spin-off of GCI Liberty prior to June
30, 2027. GCI Liberty does not have any indication or knowledge of how long GCI Liberty will be held by its shareholders following the
spin-off, and therefore, this criteria is not determinative.
Overall
evaluation of ASC 505-60-25-8: The guidance in ASC 505-60-25-8 states that a presumption shall exist that a spin-off be accounted for
based on its legal form (whereby the legal spinnor and accounting spinnor are the same) unless the criteria in ASC 505-60-25-8(a) through
25-8(d) rebut that presumption. As discussed above, three of the four applicable criteria lead to the conclusion that the legal spinnor
is also the accounting spinnor, such that the spin-off shall be accounted for based on its legal form.
Additionally,
GCI Liberty considered the example at ASC 505-60-55-7 through 55-9, which includes discussion with respect to what an entity's
shareholders and financial statement users would view as the most accurate depiction of the transaction. In substance, Liberty Broadband
plans to spin-off its subsidiary, GCI Holdings, and continue to operate and manage Liberty Broadband with the same senior management
and the remaining assets and liabilities, resulting in the most accurate depiction of the spin-off being represented by regular spin-off
accounting (i.e., not a reverse spin-off).
6. Please tell us what consideration you gave to providing pro forma information for the separation from Liberty Broadband. In this
regard, we note that you will enter into the separation and distribution agreement, the tax sharing agreement and the tax receivables
agreement due to the separation.
Response :
GCI Liberty respectfully acknowledges the Staff's comment. In response to the
Staff's comment, GCI Liberty notes that the registration statement is for GCI Liberty and that the divestiture of GCI Liberty
from a Liberty Broadband perspective was not considered relevant to an investment decision of a GCI Liberty shareholder. GCI Liberty
considered whether pro forma financial information for GCI Liberty was necessary, but concluded that the financial information in
the GCI Liberty combined financial statements is inclusive of all the financial information for which there is a substantial
likelihood that a reasonable investor would attach importance in determining whether to purchase or sell GCI Group common
stock.
The
various agreements described by the Staff above and in Note 1 to the combined financial statements, which will be entered into at the
time of the separation, are not expected to materially change the future results of GCI Liberty, and therefore, do not require pro forma
information to be provided.
5
Certain Relationships and Related Party Transactions
Related Party Agreements Relating to GCI Liberty
Malone Nonvoting Side Letter, page 119
7. Please file the Malone Nonvoting Side Letter as an exhibit to the registration statement or advise why it is not required to be
filed. Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.
Response :
GCI Liberty respectfully acknowledges the Staff's comment and has filed the Malone nonvoting side letter as Exhibit 10.12 to the
Registration Statement.
Index to Financial Statements
Combined Statements of Operations, page F-4
8. Please disclose how you identified and allocated expenses incurred on your behalf or explain why there are no expenses identified
and allocated for the years ended December 31, 2024 and 2023. Refer to SAB Topic 1.B.1.
Response:
GCI Liberty respectfully acknowledges the Staff's comment. The GCI Bus