Liberty Capital’s GCI redeems about $451M in notes

Q: How large is GCI’s new GLIBA-related term loan facility?

GCI added an incremental senior secured Term A loan facility with an initial aggregate principal amount of $270 million, maturing October 28, 2031. SOFR borrowings had an applicable margin of 2.50% on October 28, 2026, within a 2.50% to 3.25% range tied to GCI’s total leverage ratio.

Repayment of GCI’s 2028 notes extended certain revolving credit facility maturities to March 2030 and Term A Loan maturities to March 2031.

Filing Impact

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Form Type

8-K

Rhea-AI Filing Summary

Liberty Capital Corporation’s wholly owned subsidiary GCI, LLC amended its credit agreement to add an incremental senior secured Term A loan facility with an initial aggregate principal amount of $270 million, maturing October 28, 2031. SOFR borrowings carry an annual margin of 2.50% to 3.25%, depending on GCI’s total leverage ratio; the applicable margin was 2.50% on October 28, 2026. Quarterly principal payments equal 0.25% of original principal and may step up to 1.25% based on GCI’s secured leverage ratio.

On October 16, 2026, GCI increased availability under its revolving credit facility by $30 million, from $450 million to $480 million; its SOFR margin ranges from 1.50% to 2.25%, with 1.50% applicable on October 28, 2026. On October 28, proceeds of the new term loans, together with revolver borrowings and net of certain fees and expenses, funded redemption of all approximately $451 million aggregate outstanding principal of GCI’s 4.750% Senior Notes due 2028. Following the full redemption, revolving credit facilities previously subject to an earlier note-linked maturity now mature March 25, 2030, and Term A Loans mature March 25, 2031.

Filing Explained

The filing identifies the collateral backing obligations under GCI’s credit agreement: a security interest in substantially all assets of GCI and its subsidiary guarantors, as well as the equity interests of GCI Holdings, LLC.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Initial aggregate principal amount: $270 million Term loan maturity: October 28, 2031 SOFR margin: 2.50% to 3.25% +5 more

8 metrics

Initial aggregate principal amount $270 million Incremental Term A-3 Loans

Term loan maturity October 28, 2031 Incremental Term A-3 Loans

SOFR margin 2.50% to 3.25% Incremental Term A-3 Loans; varies with GCI’s total leverage ratio

Applicable SOFR margin 2.50% Incremental Term A-3 Loans as of October 28, 2026

Revolving credit facility availability $480 million Increased by $30 million from $450 million on October 16, 2026

Aggregate outstanding principal redeemed Approximately $451 million GCI’s 4.750% Senior Notes due 2028

Quarterly principal payment 0.25% of original principal; may step up to 1.25% Incremental Term A-3 Loans, depending on GCI’s secured leverage ratio

Extended revolving credit facility maturity March 25, 2030 Following full redemption of the 2028 Notes

Key Terms

SOFR loans, total leverage ratio, secured leverage ratio, customary breakage costs

4 terms

SOFR loans financial

"Incremental Term A-3 Loan borrowings that are SOFR loans"

total leverage ratio financial

"depending on GCI’s total leverage ratio"

secured leverage ratio financial

"depending on GCI’s secured leverage ratio"

A secured leverage ratio compares the amount of a company’s debt that is backed by collateral (secured debt) to its ability to pay that debt, usually measured against cash flow or the value of assets. Think of it as the share of mortgages on a house compared with the owner’s income or home value — a higher ratio signals more debt burden and greater risk of lender action, tighter borrowing terms, and potential pressure on equity returns, all of which matter to investors.

customary breakage costs financial

"without penalty other than customary breakage costs"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did GCI use the new loan and revolver borrowings for?

On October 28, 2026, proceeds of the Incremental Term A-3 Loans, together with borrowings under the Amended Revolving Facility and net of certain fees and expenses, funded redemption of all approximately $451 million aggregate outstanding principal of GCI’s 4.750% Senior Notes due 2028.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/28/2026 - 04:55 PM EDT Accepted by SEC EDGAR 10/28/2026 - 04:54 PM EDT

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): October 28, 2026

LIBERTY CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

001-42742

36-5128842

(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

Not Applicable

(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	Name of each exchange on which registered
Series A GCI Group Common Stock	GLIBA	The Nasdaq Stock Market LLC
Series C GCI Group Common Stock	GLIBK	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 x

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. x

Item 1.01. Entry into a Material Definitive Agreement.

On October 28, 2026, GCI, LLC (“GCI”), a wholly-owned subsidiary of Liberty Capital Corporation, a Nevada corporation (“Liberty Capital”), entered into Amendment No. 3 to Ninth Amended and Restated Credit Agreement (the “Amendment No. 3”) by and among GCI, the subsidiary guarantors party thereto, the incremental lenders party thereto, and Credit Agricole Corporate and Investment Bank, as administrative agent, which amended GCI’s Ninth Amended and Restated Credit Agreement, dated as of March 25, 2025 (as amended, amended and restated, or otherwise modified from time to time, including by the Amendment No. 3, the “Credit Agreement”), by and among GCI, the subsidiary guarantors party thereto, the lenders party thereto, Credit Agricole Corporate and Investment Bank, as administrative agent, and the other parties thereto, to add an incremental senior secured term A loan facility in an initial aggregate principal amount of $270 million (the “Incremental Term A-3 Loans”) that matures on October 28, 2031.

Incremental Term A-3 Loan borrowings that are SOFR loans bear interest at a per annum rate equal to the applicable SOFR plus a margin that varies between 2.50% and 3.25% depending on GCI’s total leverage ratio. As of the date hereof, the applicable SOFR margin for Incremental Term A-3 Loan borrowings is 2.50%. Principal payments are due quarterly on the Incremental Term A-3 Loans equal to 0.25% of the original principal amount, which may step up to 1.25% of the original principal amount of the Incremental Term A-3 Loans depending on GCI’s secured leverage ratio. The Incremental Term A-3 Loans may be prepaid at any time and from time to time without penalty other than customary breakage costs.

Previously, on October 16, 2026, GCI amended the Credit Agreement to increase the availability under the $450 million revolving credit facility (the “Prior Revolving Facility”) by $30 million to $480 million (the “Amended Revolving Facility”). All other terms of the Amended Revolving Facility remained the same as those of the Prior Revolving Facility. Borrowings under the Amended Revolving Facility that are SOFR loans bear interest at a per annum rate equal to the applicable SOFR plus a margin that varies between 1.50% and 2.25% depending on GCI’s total leverage ratio. As of the date hereof, the applicable SOFR margin for Amended Revolving Facility borrowings is 1.50%.

The proceeds of the Incremental Term A-3 Loans, together with borrowings under the Amended Revolving Facility and net of certain fees and expenses, were used on October 28, 2026 to fund the redemption of all of the approximately $451 million aggregate outstanding principal amount of GCI’s 4.750% Senior Notes due 2028 (the “2028 Notes”). As a result of the full redemption of the 2028 Notes, the maturity dates for GCI’s revolving credit facilities (including the Amended Revolving Facility) and Term A Loans (as defined in the Credit Agreement) that were subject to an earlier maturity date of 91 days prior to the maturity date of any outstanding 2028 Notes have been extended to the later maturity dates of (i) March 25, 2030 for revolving credit facilities and (ii) March 25, 2031 for Term A Loans.

The terms of the Credit Agreement include customary representations and warranties, customary affirmative and negative covenants and customary events of default. At any time after the occurrence of an event of default under the Credit Agreement, the lenders may, among other options, declare any amounts outstanding under the Credit Agreement immediately due and payable and terminate any commitment to make further loans under the Credit Agreement.

The obligations under the Credit Agreement are secured by a security interest on substantially all of the assets of GCI and the subsidiary guarantors, as defined in the Credit Agreement, and on the equity interests of GCI Holdings, LLC.

The foregoing description of the Amendment No. 3 does not purport to be complete and is qualified in its entirety by the full text of the Amendment No. 3, a copy of which is filed herewith as Exhibit 10.1 and the terms of which are incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03 in its entirety.

Item 9.01. Financial Statements and Exhibits.

(d)      Exhibits

Exhibit No.		Description
10.1		Amendment No. 3 to Ninth Amended and Restated Credit Agreement, dated October 28, 2026, by and among GCI, LLC, the subsidiary guarantors party thereto, the lenders party thereto, Credit Agricole Corporate and Investment Bank, as administrative agent, and the other parties thereto
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.

Date: October 28, 2026

	LIBERTY CAPITAL CORPORATION

	By:	/s/ Brittany A. Uthoff
		Name: Brittany A. Uthoff
		Title: Vice President and Assistant Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 1.3 MB