[8-K] GCI Liberty, Inc. Reports Material Event
Rhea-AI Filing Summary
GCI Liberty, Inc., through its subsidiary GCI Holdings, agreed to acquire all equity of Alaska fiber operator Quintillion from Q Gateway Ultimate Holdings. GCI will pay $310 million in cash at closing, subject to working capital and other adjustments, plus reimbursement of up to $50 million of specified pre-closing capital spending and contingent earn-out payments tied to Quintillion gross revenue thresholds for 2027, 2028 and 2030.
GCI may settle the 2030 earn-out partly in Series C GCI Group Common Stock, with the share value based on the 10-day volume-weighted average price after filing its 2030 Form 10‑K. Closing requires antitrust clearance, Federal Communications Commission consents, completion and operability of key Alaska fiber routes, and no legal prohibition. If closing fails by the 18‑month End Date or is blocked by law or order under specified conditions, GCI would owe the seller a $10 million termination fee.
Concurrently, GCI, LLC entered into a $160 million term loan Credit Agreement with the seller as borrower. The loan bears interest at SOFR plus 8.50%, with a portion potentially paid in cash and the balance paid in kind, and will be automatically credited against the purchase price if the transaction closes or otherwise mature in 2031. The parties also agreed to a registration rights framework for any stock issued as earn-out consideration and highlighted strategic benefits from integrating GCI’s and Quintillion’s Alaska fiber networks.
Positive
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Insights
Large Alaska fiber acquisition with mixed cash, debt and earn-out.
GCI Liberty is pursuing full ownership of Quintillion, agreeing to pay $310 million in cash at closing plus up to $50 million of reimbursed capital expenditures and contingent earn-out payments. This structure ties part of total consideration to Quintillion’s future revenue performance in 2027, 2028 and 2030.
The concurrent $160 million term loan from a GCI subsidiary to the seller, at SOFR plus 8.50% with partial paid‑in‑kind interest, effectively pre-funds a portion of the deal and is credited against the purchase price if closing occurs. If the transaction fails, the loan becomes a standalone obligation maturing in 2031, so credit risk then depends on the borrower’s ability to repay.
GCI may use Series C GCI Group Common Stock for the 2030 earn‑out, based on a volume‑weighted average price after the 2030 Form 10‑K filing, which could introduce some equity issuance. Closing hinges on regulatory clearances and completion of specified Alaska fiber projects, so timing and final economics will be shaped by these conditions and by whether revenue-based earn-out thresholds are ultimately met.
8-K Event Classification
Key Figures
Key Terms
Earnout Payments financial
representation and warranty insurance policy financial
Hart-Scott-Rodino Antitrust Improvements Act of 1976 regulatory
registration rights agreement financial
Term Loan Credit Agreement financial
paid-in-kind interest financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On April 21, 2026, GCI Holdings, LLC, a Delaware limited liability company (“GCI”) and a wholly owned subsidiary of GCI Liberty, Inc., a Nevada corporation (“GCI Liberty”), agreed, subject to certain conditions, to acquire all of the issued and outstanding equity interests in Q Gateway Intermediate Holdings, LLC, a Delaware limited liability company (“Quintillion”). The acquisition of Quintillion (the “Transaction”) is being effected by GCI and GCI Liberty entering into a Securities Purchase Agreement (the “Purchase Agreement”) with Q Gateway Ultimate Holdings, LLC, a Delaware limited liability company (“Seller”).
The terms of the Purchase Agreement and certain other agreements to be entered into in connection with the Transaction are summarized below.
Purchase Agreement
Consideration. Pursuant to the Purchase Agreement, and subject to the terms thereof, GCI will acquire all of the equity interests in Quintillion in exchange for the following consideration payable to Seller: (a) $310 million in cash payable on the closing of the Transaction (the “Closing,” and the date upon which the Closing occurs, the “Closing Date”), subject to adjustment for working capital, cash, indebtedness, transaction expenses and certain capital expenditures; (b) within 30 days following the Closing Date, reimbursement of up to $50 million for certain capital expenditures incurred by Quintillion prior to Closing in connection with the construction of the Nome-to-Homer Express project; and (c) potential earn-out payments based on the amount by which certain gross revenues of Quintillion exceed agreed thresholds in respect of the 2027, 2028 and 2030 calendar years, payable (if at all) in 2028, 2029 and 2031, respectively (collectively, the “Earnout Payments”).
Pursuant to the Purchase Agreement, GCI, in its sole discretion, may determine to satisfy its obligation to make the Earnout Payment in respect of the 2030 calendar year, in whole or in part, through the issuance of Series C GCI Group Common Stock, par value $0.01 per share, of GCI Liberty (“Earnout Consideration Stock”), subject to the terms set forth in the Purchase Agreement. The value of any Earnout Consideration Stock to be issued in satisfaction of the final Earnout Payment would be determined based upon the volume weighted average sales price per share of Earnout Consideration Stock during the ten trading days after the filing with the Securities and Exchange Commission (“SEC”) of GCI Liberty’s Annual Report on Form 10-K for the year ending December 31, 2030.
Closing Conditions. In addition to customary conditions, the Closing is subject to the following conditions: (a) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (b) the receipt of certain consents and approvals from the Federal Communications Commission; (c) Quintillion’s fiber network being operational with no fiber outages that are not capable of being remedied (so as to not be service-impacting) within 48 hours of such outage first occurring; (d) the completion of the construction of the terrestrial fiber network between Quintillion’s network on the North Slope of Alaska and Utqiagvik, Alaska, the achievement of such terrestrial fiber network being ready for service so as to enable the transmission of third-party data connectivity services on such network on a commercial basis; and (e) there being no law or order prohibiting the consummation of the Transaction.
Termination. In addition to certain other termination provisions, the Purchase Agreement provides that the Purchase Agreement may be terminated by either GCI or Seller if the Closing has not occurred within 18 months after the effective date of the Purchase Agreement (such date, the “End Date”). Subject to certain exceptions, if the Purchase Agreement is terminated as a result of either (a) the failure to effect the Closing by the End Date or (b) a law or order prohibiting the consummation of the Transaction, and at such time Seller is not in breach of its regulatory efforts obligations and the conditions specific to GCI’s obligations to close have all been, or are capable of being satisfied, then GCI would be required pay to Seller a fee equal to $10 million.
Representations and Warranties. The Purchase Agreement contains customary representations and warranties made by each of the parties. GCI has obtained on a conditional basis a representation and warranty insurance policy, under which the issuer of such policy will insure GCI and its affiliates against certain claims, damages or other losses arising from breaches by Seller of its representations and warranties in the Purchase Agreement, subject to certain limitations and exclusions and other customary terms and conditions therein.
Covenants. Pursuant to the terms of the Purchase Agreement, during the period between entry into the Purchase Agreement and the Closing Date, Seller has agreed, among other things, except with the consent of GCI (not to be unreasonably withheld or delayed), to operate Quintillion’s business in the ordinary course, to use its reasonable best efforts to follow its capital expenditure schedule and to refrain from taking other specified actions. Each of GCI and Seller have agreed to use their reasonable best efforts to take, agree to take, or cause to be taken, any and all actions and to do, or cause to be done, any and all things necessary, proper or advisable under any applicable law or otherwise, so as to, as promptly as practicable, consummate the transactions contemplated by this Agreement.
Registration Rights. In connection with the Closing, GCI Liberty and Seller will enter into a registration rights agreement, pursuant to which GCI Liberty will agree to file with the SEC, as soon as practicable (and in any event within ten business days) following the issuance date of any Earnout Consideration Stock, a registration statement on Form S-3 covering the resale on a delayed or continuous basis of any Earnout Consideration Shares.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated by reference herein.
The Purchase Agreement is not intended to provide any other factual or financial information about GCI Liberty, GCI, Quintillion, Seller or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of that Purchase Agreement and as of specific dates; were solely for the benefit of the parties to the Purchase Agreement; may be subject to limitations agreed upon by the parties, including being qualified by, among other things, confidential disclosures, and may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts. Investors should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of GCI Liberty, GCI, Quintillion, Seller or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in GCI Liberty’s public disclosures. Investors should read the Purchase Agreement together with the other information that GCI Liberty publicly files in reports and statements with the SEC.
Term Loan Credit Agreement with Seller
Concurrent with the entry into the Purchase Agreement, GCI, LLC, a Delaware limited liability company and wholly owned subsidiary of GCI Liberty, as lender, Seller, as borrower (the “Q Borrower”), and Acquiom Agency Services LLC, as administrative agent, entered into a Term Loan Credit Agreement (the “Credit Agreement”) providing, subject to the satisfaction of certain condition precedents, for a term loan in an initial principal amount of $160 million (the “Upfront Loan”), which amount may increase pursuant to the paid-in-kind interest provisions of the Credit Agreement.
The Upfront Loan bears interest at the secured overnight financing rate (“SOFR”) as administered by the Federal Reserve Bank of New York plus a margin of 8.50% (with, subject to certain conditions, up to SOFR plus 2.00% payable in cash and the remainder paid-in-kind). Any amounts repaid on the Upfront Loan may not be reborrowed.
The Upfront Loan will (a) automatically be deemed paid in full upon the closing of the Transaction, with such outstanding amounts credited toward the purchase price in the Transaction or (b) if the Transaction does not close, mature on April 21, 2031. The Upfront Loan must be repaid at maturity in cash by the Q Borrower. Payment of the Upfront Loan may also be accelerated following certain customary events of default.
The payment and performance by the Q Borrower of the obligations under the Credit Agreement are not guaranteed or secured by it or any of its subsidiaries.
The Credit Agreement contains certain customary covenants, including covenants that restrict the Q Borrower and its subsidiaries (subject to certain exceptions) from, among other things: incurring additional indebtedness; creating liens on its assets; making certain capital expenditures; making certain investments; and disposing of certain assets.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by the full text of the Credit Agreement, a copy of which is filed herewith as Exhibit 10.1 and the terms of which are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 is hereby incorporated by reference into this Item 3.02 in its entirety. Any Earnout Consideration Stock that may be issued under the Purchase Agreement may be offered and sold pursuant to one or more exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), including in reliance on Section 4(a)(2) thereof.
Item 7.01 Regulation FD Disclosure.
On April 22, 2026, the parties issued a press release announcing the Transaction and the entry into the Purchase Agreement. A copy of the press release containing the announcement is furnished as Exhibit 99.1 and is incorporated by reference herein.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1* | Securities Purchase Agreement, dated April 21, 2026, by and among Q Gateway Ultimate Holdings, LLC, GCI Holdings, LLC and GCI Liberty, Inc. | |
| 10.1* | Term Loan Credit Agreement, dated April 21, 2026, by and among GCI, LLC, as lender, Q Gateway Ultimate Holdings, LLC, as borrower, and Acquiom Agency Services LLC, as administrative agent | |
| 99.1 | Joint Press Release, dated April 22, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. GCI Liberty hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC; provided, however, that GCI Liberty may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.
SIGNATURE
Pursuant to the requirements of the Securities Exchange 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: April 23, 2026
| GCI LIBERTY, INC. | |||
| | | ||
| By: | /s/ Craig Troyer | ||
| | Name: | Craig Troyer | |
| | Title: | Senior Vice President | |
Exhibit 99.1
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FOR IMMEDIATE RELEASE
April 22, 2026
GCI to Acquire Quintillion, Strengthening Alaska’s Fiber Infrastructure
Integrated networks will improve reliability, resiliency, and performance
ANCHORAGE, Alaska – GCI Holdings, LLC (“GCI”), a wholly owned subsidiary of GCI Liberty, Inc. (Nasdaq: GLIBA, GLIBK) and Grain Management, LLC announced today that they have entered into a definitive agreement under which GCI will acquire 100% of the equity in Q Gateway Intermediate Holdings, LLC (“Quintillion”), a fiber infrastructure provider in Alaska. The transaction will combine Quintillion’s 1,800+ miles of existing subsea and terrestrial fiber and ~1,500 miles of planned fiber expansion with GCI’s statewide network and operations, advancing GCI’s mission to deliver reliable connectivity for Alaskans.
“This combination is more than the sum of its parts,” said Billy Wailand, Senior Vice President of Corporate Development at GCI. “By bringing together complementary fiber routes, deep operational expertise, and long-term investment under one operating model, we’re building a network that is stronger, more resilient, and better suited to Alaska’s realities than either company could deliver on its own.”
“Quintillion set out to build resilient, Arctic-ready fiber infrastructure in some of the most challenging operating environments in the world, and I’m incredibly proud of the network and business our team has built,” said Mac McHale, President of Quintillion. “GCI brings Alaska expertise, long-term commitment, and the operational scale needed to carry this network forward. We’re confident these assets will be in good hands.”
Improving Reliability Through Ringed Networks
Network reliability is especially important in Alaska, where telecommunications are central to daily life, healthcare, education, and public safety, yet operators contend with some of the harshest conditions in North America. The integration of GCI’s and Quintillion’s complementary networks will materially improve reliability for customers by increasing routing diversity and reducing the risk and duration of outages. The combined network footprint will support a self-healing, ringed network architecture that allows traffic to automatically reroute when disruptions occur, providing more dependable connectivity for the residents of some of the most remote communities in the nation.
Kotzebue (pictured), one of the communities served by Quintillion’s fiber infrastructure, sits 26 miles above the Arctic Circle in Northwest Alaska.
Unified Network Operations with Alaska-Based Expertise
Following the close of the transaction, GCI will operate the combined network using its best-in-class monitoring, maintenance, and restoration capabilities. GCI’s Alaska-based operations teams bring decades of experience managing fiber, microwave, and satellite networks in some of the most remote and unforgiving environments in North America.
Centralizing network management under one operator will improve day-to-day performance and provide clear accountability during outages and restoration efforts. The combined network will benefit from unified network planning, preventative maintenance, coordinated repair readiness, and long-term capital investment decisions optimized across the full footprint.
Expanding Access Through Strategic Grants and Private Investment
GCI and Quintillion share a common approach to expanding broadband access across Alaska: pairing significant private investment with federal and state grant programs to extend high-capacity infrastructure into regions that would otherwise be difficult or uneconomic to serve.
Following the transaction closing, GCI will complete Quintillion’s existing grant projects in progress, leveraging its deep experience delivering large-scale projects and continuing its history of responsible stewardship of public funding. It will operate the combined infrastructure as part of a unified network, ensuring continuity for participating communities.
Supporting National Defense, Public Safety, and Strategic Communications
Reliable communications infrastructure in Alaska is critically important to U.S. national security and Arctic operations. Alaska’s strategic geographic position, harsh environment, and expanding mission requirements make resilient, quickly recoverable networks essential for defense, emergency response, aviation, maritime activity, and governmental operations.
By strengthening redundancy, improving restoration capabilities, and enhancing operational coordination, the combined GCI–Quintillion network will improve communications reliability in regions that support mission-critical and national defense-related activities across the Arctic.
Key Transaction Terms
| · | GCI will acquire 100% of Quintillion at a $310 million Enterprise Value, subject to customary working-capital and other adjustments. |
| · | GCI will reimburse up to $50 million of qualifying capital expenditures related to the Nome-to-Homer Express project. |
| · | Additional consideration may be payable in 2028, 2029, and 2031 through a post-closing earnout dependent on achievement of certain financial metrics. |
| · | Shortly after signing, GCI, LLC will provide a $160 million unsecured loan to Quintillion. |
Closing is anticipated following receipt of regulatory approval and satisfaction of customary closing conditions. Existing customer relationships, contractual obligations, and service arrangements are expected to continue without change following the close of the transaction.
Bank Street Group LLC is acting as exclusive financial advisor and Morgan Lewis is serving as legal advisor to Quintillion. TD Securities is acting as financial advisor and Baker Botts and O’Melveny & Myers are serving as legal advisors to GCI Liberty.
About GCI
Headquartered in Alaska, GCI provides data, mobile, voice and managed services to consumer, business, government, and carrier customers throughout Alaska, serving more than 200 communities. The company has invested $4.7 billion in its Alaska network and facilities over the past 47 years. Through a combination of ambitious network initiatives, GCI continues to expand and strengthen its statewide network infrastructure to deliver the best possible connectivity to its customers and close the digital divide in Alaska. Learn more about GCI at www.gci.com. GCI is a wholly owned subsidiary of GCI Liberty, Inc. (Nasdaq: GLIBA, GLIBK).
About GCI Liberty, Inc.
GCI Liberty, Inc. (Nasdaq: GLIBA, GLIBK) consists of its wholly owned subsidiary GCI. GCI is Alaska’s largest communications provider, providing data, voice and managed services to consumer and business customers throughout Alaska, serving more than 200 communities. GCI has invested $4.7 billion in its Alaska network and facilities over the past 47 years. Through a combination of ambitious network initiatives, GCI continues to expand and strengthen its statewide network infrastructure to deliver the best possible connectivity to its customers and close the digital divide in Alaska.
About Quintillion
Quintillion is a leading communications infrastructure provider in Alaska, providing subsea and terrestrial fiber connectivity primarily on a wholesale basis. Upon completion of planned expansion, the company’s total network will span over 3,316 route miles, comprised of 2,341 miles of subsea and 824 miles of terrestrial fiber. The existing network has 80.4% remaining capacity to address digital equity needs across Alaska. Quintillion operates a complementary subsea and terrestrial fiber network designed to deliver high-capacity, resilient connectivity across the state. Quintillion’s network supports carriers, healthcare providers, educational institutions, public safety organizations, and other mission-critical customers through long-term, contracted relationships.
Forward-Looking Statements
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain statements relating to the proposed acquisition of Quintillion and its completion and statements relating to expectations regarding the GCI and Quintillion businesses and prospects. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases such as “possible” or “expects” or other words or phrases of similar import or future or conditional verbs such as “will,” “may,” “would,” “could,” or similar variations. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the timing to consummate the proposed transaction, the ultimate outcome and results of integrating Quintillion’s operations, the ultimate outcome of GCI Liberty’s operating efficiencies after the consummation of the transaction, and the ability of GCI Liberty to realize the expected synergies and other benefits. These forward-looking statements speak only as of the date of this communication, and GCI Liberty and GCI expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in their expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of GCI Liberty, including its most recent Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports GCI Liberty subsequently files with the SEC, for additional information about GCI Liberty and about the risks and uncertainties related to GCI Liberty’s business which may affect the statements made in this communication.
Media Contacts
GCI
Megan Webb, 907-570-4239
Email: mwebb@gci.com
GCI Liberty, Inc.
Hooper Stevens, 720-875-5406
Email: hstevens@libertymedia.com
Quintillion
Grace Jang, 907-301-3534
Email: grace.jang@gracejangsolutions.com