0001104659-20-126972.txt : 20201118
0001104659-20-126972.hdr.sgml : 20201118
20201118190131
ACCESSION NUMBER: 0001104659-20-126972
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20201116
FILED AS OF DATE: 20201118
DATE AS OF CHANGE: 20201118
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GCI LIBERTY, INC.
CENTRAL INDEX KEY: 0000808461
STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34063
FILM NUMBER: 201326541
BUSINESS ADDRESS:
STREET 1: 12300 LIBERTY BOULEVARD
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
BUSINESS PHONE: (720) 875-5900
MAIL ADDRESS:
STREET 1: 12300 LIBERTY BOULEVARD
CITY: ENGLEWOOD
STATE: CO
ZIP: 80112
FORMER NAME:
FORMER CONFORMED NAME: GENERAL COMMUNICATION INC
DATE OF NAME CHANGE: 19920703
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: LendingTree, Inc.
CENTRAL INDEX KEY: 0001434621
STANDARD INDUSTRIAL CLASSIFICATION: LOAN BROKERS [6163]
IRS NUMBER: 262414818
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 11115 RUSHMORE DRIVE
CITY: CHARLOTTE
STATE: NC
ZIP: 28277
BUSINESS PHONE: 704-943-8942
MAIL ADDRESS:
STREET 1: 11115 RUSHMORE DRIVE
CITY: CHARLOTTE
STATE: NC
ZIP: 28277
FORMER COMPANY:
FORMER CONFORMED NAME: Tree.com, Inc.
DATE OF NAME CHANGE: 20080507
4
1
a4.xml
4
X0306
4
2020-11-16
1
0001434621
LendingTree, Inc.
TREE
0000808461
GCI LIBERTY, INC.
12300 LIBERTY BOULEVARD
ENGLEWOOD
CO
80112
1
0
1
0
Common Stock
2020-11-16
4
S
0
488005
292.46
D
2955984
I
By Wholly-Owned Subsidiary
Common Stock
2020-11-16
4
S
0
2955984
292.46
D
0
I
By Wholly-Owned Subsidiary
Forward Sale Contract (Obligation to Sell)
2020-11-16
4
J
1
642850
D
Common Stock
642850
0
I
By Wholly-Owned Subsidiary
These shares of common stock of the Issuer (the "Common Stock") were sold in a private transaction between a subsidiary of the reporting person and the Counterparty (as defined in footnote 3 below), at the same price as the price paid by the underwriters in the Block Sale (defined in footnote 2 below), in order to allow for the Counterparty to close out its hedge positions and complete the unwind of the 2019 Forward (as defined in footnote 3 below).
These shares of Common Stock were sold pursuant to an underwriting agreement among a subsidiary of the reporting person, the Issuer and certain underwriters pursuant to which the underwriters agreed to sell the shares of Common Stock held by the subsidiary (other than those sold to the Counterparty in a private transaction as described in footnote 1 above) in a registered offering and paid a price of $292.46 per share of Common Stock (the "Block Sale").
As previously disclosed in the Form 4 filed by the reporting person on May 1, 2019, on April 29, 2019, a subsidiary of the reporting person entered into a forward sale transaction (the "2019 Forward") with a financial institution (the "Counterparty") with respect to 642,850 shares (the "2019 Forward Number of Shares") of Common Stock. The subsidiary pledged the 2019 Forward Number of Shares to secure its obligations under the transaction, and retained dividend and voting rights in such pledged shares. The transaction confirmation provided for cash settlement or, at the election of the subsidiary with the consent of the Counterparty, physical settlement. The transaction was scheduled to settle in twenty components over twenty consecutive trading days beginning on May 9, 2022.
In the case of cash settlement, on the cash settlement date for the 2019 Forward: (i) if the settlement price (which was to be based on the average of the volume weighted average prices of Common Stock over a period of 20 consecutive valuation dates over 20 trading days commencing on May 9, 2022) exceeded the forward cap price of $254.00 per share (the "2019 Cap Price"), then the subsidiary of the reporting person would have to pay Counterparty an amount equal to the 2019 Forward Number of Shares multiplied by such excess and (ii) if the cash settlement price was greater than or equal to the forward floor price of zero ($0.00) but was less than or equal to the 2019 Cap Price, no amount would be payable by either party.
On November 16, 2020, a subsidiary of the reporting person entered into a letter agreement with the Counterparty pursuant to which the 2019 Forward was terminated early and unwound in full. In connection with the termination of the 2019 Forward, the subsidiary agreed to pay the Counterparty a total of $64,037,370 and the Counterparty agreed to return to the subsidiary the 2019 Forward Number of Shares pledged to Counterparty to secure the subsidiary's obligations under the transaction.
GCI Liberty, Inc. By: /s/ Craig Troyer Title: Senior Vice President and Assistant Secretary
2020-11-18