UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628
DIVISION OF
CORPORATION FINANCE
October 8, 2020
Via E-Mail
Samantha H. Crispin, Esq.
Baker Botts L.L.P.
30 Rockefeller Plaza
New York, New York 10112
Re: Schedule 13E-3
Filed by GCI Liberty, Inc., Liberty Broadband Corporation,
John C. Malone
et. al
Filed on September 17, 2020
File No. 5-38452
GCI Liberty, Inc.
Preliminary Statement on Schedule 14A
Filed on September 17, 2020
File No. 1-38385
Liberty Broadband Corporation
Registration Statement on Form S-4
Filed September 17, 2020
File No. 333-248854
Dear Ms. Crispin:
We have reviewed the above filings and have the following comments.
In some of our
comments, we may ask the relevant filing persons to provide us with
information so we may
better understand the filing persons disclosure.
Please respond to this letter by amending the filings, by providing
the requested
information, or by advising us when the filing persons will provide the
requested response. If the
filing persons do not believe our comments apply to their facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendments to the filings and the information
provided in response
to these comments, we may have additional comments. All defined terms used
here have the
same meaning as in the joint proxy statement/prospectus.
Samantha H. Crispin, Esq.
Baker Botts L.L.P.
October 8, 2020
Page 2
Joint Proxy Statement/Prospectus
General
1. We note the disclosure first appearing on page 22 of the proxy
statement/prospectus that
holders of GCI Liberty Series A common stock will receive non-voting
shares of Liberty
Broadband Series C common stock as merger consideration. With a view
towards
disclosure, please advise what consideration was given to more
prominently providing
such disclosure to holders of GCI Liberty Series A common stock
Joint Letter to Stockholders of Liberty Broadband and GCI Liberty
2. We note disclosure in the joint letter and on pages 2 and 29 that Mr.
Malone and the JCM
Trust may exchange a number of shares of Liberty Broadband Series C
common stock on
a one-for-one basis for the waived shares of Liberty Broadband Series B
common stock
in order to preserve the target voting power of approximately 49%
following the
occurrence of certain voting dilution events which would result in Mr.
Malone's voting
power falling below the target voting power less 0.5% and in certain
other
circumstances. Please disclose these other circumstances.
Special Factors, page 21
3. We note disclosure on the following pages regarding Evercore s
discussions with the
Special Committee related to the Rule 13e-3 transaction:
page 41 (describing the May 12 meeting where Evercore discussed
its views as to
certain potential alternative transactions)
page 43 (describing the June 10 meeting where Evercore discussed
the implied
premium of the then proposed exchange ratio, valuation components
and a
comparison of the historical trading price and historical ratio)
page 43 (describing the June 17 meeting where Evercore reviewed
with the GCI
Liberty special committee Evercore s preliminary valuation
analyses of GCI Liberty
and Liberty Broadband, certain preliminary valuation analyses with
respect to the
proposed business combination, the discount to market value and
various metrics
regarding both the amount and form of consideration)
page 44 (describing the June 23 meeting where Evercore reviewed
various topics
disclosed in the last paragraph on page 44 and the first paragraph
on page 45)
page 48 (describing the June 28 meeting where Evercore reviewed
various topics
disclosed in the last paragraph on page 48 and the first paragraph
on page 49)
page 50 (describing the June 30 meeting where Evercore reviewed
with the GCI
Liberty special committee its analysis of the market response to the
disclosure of the
negotiated exchange ratio)
Samantha H. Crispin, Esq.
Baker Botts L.L.P.
October 8, 2020
Page 3
Each presentation, discussion, or report held with or presented by the
financial advisor,
whether oral or written, is a separate report that requires a reasonably
detailed description
meeting the requirements of Item 1015 of Regulation M-A. This
requirement applies to
both preliminary and final reports. While it appears the above pages
include summaries
of presentations made by Evercore during the special committee s
evaluation of the
transaction, please file any written materials, if applicable, as
exhibits to the Schedule
13E-3 pursuant to Item 9 of Schedule 13E-3 and Item 1016(c) of
Regulation M-A that
have not already been filed as exhibits. Refer to Meyers Parking, Rel.
34-26069 (Sep. 12,
1980) and Charles Ephraim (Sep. 30, 1987).
Position of Liberty Broadband, Merger LLC and Merger Sub as to the Fairness ,
page 61
4. The factors listed in Instruction 2 to Item 1014 of Regulation M-A are
generally relevant
to each filing person s fairness determination and should be discussed
in reasonable
detail. See Question Nos. 20 and 21 of the Exchange Act Release No.
34-17719 (April
13, 1981). Please revise this section to either include the factor
described in clause (vi) of
Instruction 2 to Item 1014 or explain why such factor was not deemed
material or
relevant.
5. Refer to the preceding comment. Please revise the disclosure in the
section entitled GCI
Liberty s Purpose and Reasons for the Combination; Fairness of the
Combination to
either include the factors described in clauses (iii), (iv), (v) and
(vi) of Instruction 2 to
Item 1014 or explain why such factors were not deemed material or
relevant. Similarly,
please revise the disclosure in the section entitled Position of Mr.
Malone as to the
Fairness of the Combination to either include the factor described in
clause (vi) of
Instruction 2 to Item 1014 or explain why such factor was not deemed
material or
relevant.
Liberty Broadband Unaudited Prospective Financial Information, page 105
6. Disclosure on page 106 indicates that the Liberty Broadband financial
projections were
based on numerous variables and assumptions and that the Liberty
Broadband financial
projections also reflect numerous variables, expectations and
assumptions available at
the time they were prepared Disclosure on page 107 indicates that
the Skyhook
standalone projections were based on numerous variables and
assumptions. Similar
disclosure is found on page 108 regarding the Liberty Broadband
standalone cost
projections, pro forma corporate cost synergies and pro forma NOL
estimates. Please
revise to disclose such variables and assumptions with specificity.
7. Refer to the preceding comment. Similar disclosure appears in the last
paragraph on page
110 with respect to the GCI Liberty projections. Please revise to
disclose such variables
and assumptions with specificity.
* * * *
Samantha H. Crispin, Esq.
Baker Botts L.L.P.
October 8, 2020
Page 4
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to me at (202) 551-3444. You may also
contact me via
facsimile at (202) 772-9203. Please send all correspondence to us at the
following ZIP code:
20549-3628.
Sincerely,
/s/ Perry J. Hindin
Perry J. Hindin
Special Counsel
Office of Mergers &
Acquisitions