Liberty Capital Corp/NV

S-11 tm2510075-1_s1.htm S-1

As filed with the Securities and Exchange Commission on March 31, 2025

Registration No. 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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(Exact name of registrant as specified in its Charter)

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12300 Liberty Blvd.

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act. ☒

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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED [ ], 2025

Preliminary Prospectus

Series A GCI Group Common Stock

Series B GCI Group Common Stock

Series C GCI Group Common Stock

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GCI Liberty, Inc., a Nevada corporation (the “Company,” “GCI Liberty,” “we,” “us” or “our”), is currently a wholly owned subsidiary of Liberty Broadband Corporation, a Delaware corporation (“Liberty Broadband”). GCI Liberty’s businesses, assets and liabilities will initially consist of 100% of the outstanding equity interests in GCI, LLC, a Delaware limited liability company (“GCI, LLC”), and its subsidiaries (the “GCI Business”). GCI, LLC, through its subsidiaries, provides a full range of data, wireless, video, voice, and managed services to residential customers, businesses, governmental entities, and educational and medical institutions primarily in Alaska under the GCI brand. Immediately following the separation, as described herein, GCI Liberty will be an independent publicly traded company, and Liberty Broadband will not retain any ownership interest in us.

This prospectus (“prospectus”) is being furnished to you as a holder of shares of common stock of Liberty Broadband in connection with the planned contribution of the GCI Business by Liberty Broadband to GCI Liberty and the divestiture of GCI Liberty pursuant to a distribution (the “distribution”) by Liberty Broadband to the holders of record of Liberty Broadband common stock (as defined below), as of the record date for the distribution, of all the shares of GCI Group common stock (as defined below) held by Liberty Broadband immediately prior to the distribution (collectively, the “separation”). As of immediately prior to the time of the distribution, Liberty Broadband will hold all outstanding shares of the common stock of GCI Liberty, and the only outstanding shares of common stock of GCI Liberty will be the GCI Group common stock. The separation is being effected as a condition to, and as part of a plan of reorganization, involving the Charter combination (as defined below).

At the time of the distribution, Liberty Broadband will distribute all the shares of GCI Group common stock held by Liberty Broadband to holders of record of Liberty Broadband common stock as of the record date for the distribution. If all conditions to the distribution are satisfied or, if permissible, waived, at 5:00 p.m., New York City time, on [ ], 2025 (as the same may be extended by the Liberty Broadband board of directors (the “Liberty Broadband board”)) (such date and time, the “distribution date”):

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for each whole share of Liberty Broadband Series A common stock, par value $0.01 per share (the “Liberty Broadband Series A common stock” or “LBRDA”), held by you as of 5:00 p.m., New York City time, on [ ], 2025, the record date for the distribution (the “record date”), subject to the declaration of the dividend for the distribution, you will receive 0.20 of a share of Series A GCI Group common stock, par value $0.01 per share (the “Series A GCI Group common stock” or “GLIBA”);

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for each whole share of Liberty Broadband Series B common stock, par value $0.01 per share (the “Liberty Broadband Series B common stock” or “LBRDB”), held by you as of the record date, subject to the declaration of the dividend for the distribution, you will receive 0.20 of a share of Series B GCI Group common stock, par value $0.01 per share (the “Series B GCI Group common stock” or “GLIBB”); and

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for each whole share of Liberty Broadband Series C common stock, par value $0.01 per share (the “Liberty Broadband Series C common stock” or “LBRDK”, and together with the Liberty Broadband Series A common stock and Liberty Broadband Series B common stock, the “Liberty Broadband common stock”) held by you as of the record date, subject to the declaration of the dividend for the distribution, you will receive 0.20 of a share

​ of Series C GCI Group common stock, par value $0.01 per share (the “Series C GCI Group common stock” or “GLIBK”, and together with the Series A GCI Group common stock and the Series B GCI Group common stock, the “GCI Group common stock”).

No shares of GCI Liberty common stock are being distributed to holders of the Liberty Broadband Series A cumulative redeemable preferred stock, par value $0.01 per share (“Liberty Broadband preferred stock” or “LBRDP”). The distribution will be made in book-entry form by a distribution agent. Cash (with no interest) will be paid in lieu of fractional shares of GCI Group common stock. For U.S. federal income tax purposes, the distribution will generally be treated as a taxable transaction to Liberty Broadband and holders of Liberty Broadband common stock. For more information regarding the U.S. federal income tax considerations of the distribution, see “U.S. Federal Income Tax Considerations.” Based on the approximate numbers of shares of LBRDA, LBRDB and LBRDK outstanding as of [ ], 2025, we expect to distribute approximately [ ] million shares of GLIBA, [ ] million shares of GLIBB, and [ ] million shares of GLIBK to holders of existing shares of LBRDA, LBRDB and LBRDK, respectively, on the record date for the distribution. For information regarding the security ownership of certain beneficial owners and management, including John C. Malone, who is expected to serve as the Chairman of the board of directors of GCI Liberty and to beneficially own shares of GCI Group common stock representing approximately [ ]% of the voting power of the GCI Group common stock immediately following the separation, see “Security Ownership of Certain Beneficial Owners and Management.”

On November 12, 2024, Liberty Broadband entered into an Agreement and Plan of Merger (the “Charter merger agreement”) with Charter Communications, Inc., a Delaware corporation (“Charter”), and certain of its subsidiaries, whereby, subject to the terms thereof, Charter has agreed to acquire Liberty Broadband in an all-stock transaction (the “Charter combination”). Liberty Broadband and Charter are working to complete the Charter combination on June 30, 2027, unless terminated in accordance with the Charter merger agreement or otherwise agreed, and subject to adjustment to an earlier date in connection with certain tax law changes that may be proposed following the date of the Charter merger agreement, in each case, as set forth in the Charter merger agreement. The Charter combination is conditioned on, among other things, the completion of the separation. However, the separation is not conditioned on the completion of the Charter combination and, accordingly, the separation may occur even if the Charter merger agreement is terminated or the Charter combination will otherwise not be consummated. For more information, see “Certain Relationships and Related Party Transactions — Charter Combination.”

As part of the separation, and prior to the completion of the distribution, Liberty Broadband and its subsidiaries will complete an internal reorganization (the “internal reorganization”) in order for Liberty Broadband to transfer the GCI Business to GCI Liberty in exchange for GCI Liberty stock, including shares of GCI Liberty non-voting preferred stock, par value $0.01 per share (the “GCI Liberty non-voting preferred stock”), and the assumption of certain liabilities related to the GCI Business. As a part of the internal reorganization, and prior to the distribution, Liberty Broadband will sell all of the outstanding shares of GCI Liberty non-voting preferred stock to a third party for cash (the “preferred stock sale”). The internal reorganization will result in GCI Liberty owning, directly or indirectly, GCI, LLC and the operations comprising, and the entities that conduct, the GCI Business. The businesses and assets that will remain at Liberty Broadband following the separation will consist of the remainder of its businesses and assets not included in the internal reorganization and the distribution, including Liberty Broadband’s interest in Charter. For more information, see “The Separation — Internal Reorganization.” Following the internal reorganization and prior to the distribution, GCI Liberty will effect a reclassification of GCI Liberty’s existing common stock into a sufficient number of shares of Series A GCI Group common stock, Series B GCI Group common stock and Series C GCI Group common stock to complete the distribution. For more information, see “The Separation — Reclassification.” To accomplish the separation, Liberty Broadband will effect the distribution.

Until the distribution occurs, Liberty Broadband will own all of the outstanding common stock of GCI Liberty. Consequently, subject to Liberty Broadband’s agreement to consummate the distribution pursuant to, and subject to the terms and conditions of, the Charter merger agreement and the separation and distribution agreement (as defined below) (and subject to the satisfaction or, if permissible, waiver of the conditions to the distribution, including the preferred stock sale), Liberty Broadband will have the sole and absolute discretion to determine and change the terms of the separation (or to terminate the separation); provided, that, if the Charter merger agreement has not been terminated, such change or termination will require the prior written consent of Charter. Cash (with no interest) will be paid in lieu of fractional shares of GCI Group common stock.

The distribution will be effective as of the distribution date. Immediately after the distribution, GCI Liberty will be an independent publicly traded company. There is no current trading market for GCI Group common stock, although we expect that a limited market, commonly known as a “when-issued” trading market, will develop on or shortly before the record date for the distribution, and we expect “regular-way” trading of GCI Group common stock to begin on the first trading day after the distribution is completed. If you sell your shares of Liberty Broadband common stock in the “regular-way” market after the record date and on or before the distribution date, you also will be selling your right to receive shares of GCI Group common stock in connection with the distribution. The Series A GCI Group common stock and Series C GCI Group common stock are expected to be listed on the Nasdaq Global Select Market under the symbols “GLIBA” and “GLIBK,” respectively. The Series B GCI Group common stock is expected to be quoted on the OTC Markets under the symbol “GLIBB.” Following the distribution, the number and series of shares of Liberty Broadband common stock you own will not change as a result of the distribution, and Liberty Broadband Series A common stock and Liberty Broadband Series C common stock will continue to trade on the Nasdaq Global Select Market under the symbol “LBRDA” and “LBRDK”, respectively, and Liberty Broadband Series B common stock will continue to be quoted on the OTC Markets under the symbol “LBRDB”, in each case, unless and until the Charter combination is consummated.

Holders of Liberty Broadband common stock are not required to vote on the separation, but you are urged to read this entire prospectus carefully. You are not being asked for a proxy and you are not required to send a proxy to Liberty Broadband. You do not need to pay any consideration, exchange or surrender your existing shares of Liberty Broadband common stock or take any other action to receive your shares of GCI Group common stock to the extent you are entitled to receive such shares. Please do not send in your Liberty Broadband stock certificates. Separately, a vote of holders of LBRDA, LBRDB and LBRDP was obtained to approve the adoption of the Charter merger agreement in connection with the Charter combination. Liberty Broadband had separately made available to holders of Liberty Broadband common stock and Liberty Broadband preferred stock a joint proxy statement/prospectus in connection with the vote and the issuance of shares of Charter capital stock in the Charter combination.

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In reviewing this prospectus, you should carefully consider the matters described in the section titled “Risk Factors” beginning on page 20 of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This prospectus is not an offer to sell, or a solicitation of an offer to buy, any securities.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

The date of this prospectus is [ ], 2025