Liberty Capital Corp/NV

GCI Holdings’ properties do not lend themselves to description by location of principal units. The majority of GCI Holdings’ properties are located in Alaska.

GCI Holdings leases a large portion of its executive, corporate and administrative facilities and business offices. GCI Holdings’ operating, executive, corporate and administrative properties are in good condition. GCI Holdings considers its properties suitable and adequate for its present needs.

GCI Holdings’ properties consist primarily of undersea and terrestrial fiber optic cable networks, switching equipment, satellite transponders and earth stations, microwave radio, cable and wire facilities, cable head-end equipment, wireless towers and equipment, coaxial distribution networks, connecting lines (aerial, underground and buried cable), routers, servers, transportation equipment, computer equipment, general office equipment, land, land improvements, landing stations and other buildings. Substantial amounts of GCI Holdings’ properties are located on or in leased real property or facilities. Substantially all of GCI Holdings’ properties secure the Senior Credit Facility. See note 5 to the accompanying consolidated financial statements found in Part II, Item 8. “Financial Statement and Supplementary Data” of this Annual Report on Form 10-K for additional information on the Senior Credit Facility.

• Satisfaction by us of our indemnification obligations or the failure of Liberty Broadband or Charter (as defined below) to satisfy their indemnification obligations could have a material adverse effect on our financial conditions, results of operations and cash flows.
• We refer to the business operations of the GCI Business as “GCI” in the following risk factors relating to the GCI Business.
• GCI faces competition, including from non-geostationary satellites and other providers receiving federal grants to construct additional terrestrial networks, that may reduce its market share and harm its financial performance.
• Issues related to the use of AI in GCI’s business could give rise to legal or regulatory action, damage GCI’s reputation or otherwise materially harm GCI’s business.
• If GCI experiences customer losses or a change in demand for our products and services, our Company’s financial performance will be negatively impacted.
• Adverse economic conditions in the U.S. and inflationary pressures on input costs and labor could impact GCI’s results of operations.
• GCI may be unable to obtain or maintain the roaming services it needs from other carriers to remain competitive.
• GCI’s business is subject to extensive governmental legislation and regulation. Changes to or interpretations of existing statutes, rules, regulations, or the adoption of new ones, could adversely affect GCI’s business, financial position, results of operations, or liquidity.
• USF receivables and contributions are subject to change due to regulatory actions taken by the FCC, including the FCC’s interpretations of the USF program rules, or legislative actions that change the rules and regulations governing the USF program.
• Failure to comply with USF program requirements may have an adverse effect on GCI’s business and our Company’s financial position.
• Loss of GCI’s ETC status would disqualify it for high-cost and low-income USF support.
• A disruption in the payment of USF support or federal grants on which GCI relies, through Executive Branch action or otherwise, could delay or halt those payments.
• A successful legal challenge to relevant USF statutes could disrupt GCI’s USF support.
• GCI may not meet its performance plan milestones under the Alaska High Cost Order.
• GCI may lose USF high-cost support after 2026 if certain competitive conditions are met.
• GCI may experience delayed or lost USF high-cost support if the FCC does not approve its mobile performance plan in 2026 or its fixed broadband performance plan in or after 2028.
• The decline in GCI’s Other revenue, which includes long-distance and local access services, may accelerate.
• Failure to stay abreast of new technology could affect GCI’s ability to compete in the industry.
• GCI’s operations are geographically concentrated in Alaska and are impacted by the economic conditions in Alaska, and GCI may not be able to increase its share of the existing market for its services.
• Natural or man-made disasters or terrorist attacks could have an adverse effect on GCI’s business.
• Cyberattacks or other network disruptions could have an adverse effect on our Company and GCI’s business.
• The processing, storage, sharing, use, disclosure and protection of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.
• Increases in data usage on GCI’s wired and wireless networks may cause network capacity limitations, resulting in service disruptions, reduced capacity, or slower transmission speeds for GCI’s customers.
• Prolonged service interruptions or system failures could affect GCI’s business.
• If failures occur in GCI’s owned or leased undersea fiber optic cable systems or capacity or GCI’s TERRA facilities and its extensions, or in terrestrial facilities owned by a third party upon which GCI relies for significant capacity, GCI’s ability to immediately restore the entirety of GCI’s service may be limited and our Company could incur significant costs.
• If a failure occurs in GCI’s satellite communications systems, GCI’s ability to immediately restore its service may be limited.
• GCI depends on a limited number of third-party vendors to supply communications equipment. If GCI does not obtain the necessary communications equipment, GCI will not be able to meet the needs of its customers.
• Uncertainty related to climate change and environmental laws, rules and regulations, and customer expectations could adversely affect GCI’s business.
• GCI does not have insurance to cover certain risks to which it is subject, which could lead to the occurrence of uninsured liabilities.
• GCI uses third-party vendors for its customer billing systems. Any errors, cyber-attacks or other operational disruption could have adverse operational, financial, and reputational effects on our Company’s business.
• Any significant impairment of GCI’s indefinite-lived intangible assets would lead to a reduction in its net operating performance and a decrease in its assets, and have a material adverse effect on GCI’s results of operations and financial condition.
• If we are unable to retain key employees, our ability to manage our business could be adversely affected.
• We will require a significant amount of cash to service our debt and to meet other obligations. Our ability to service our debt and other obligations will require access to funds, which may be restricted, and we may not be able to obtain additional financing, or refinance or renew our existing indebtedness, on acceptable terms or at all.
• We have significant indebtedness, which could adversely affect our business and financial condition.
• The agreements that govern our current and future indebtedness may contain various affirmative and restrictive covenants that will limit our discretion in the operation of our business.
• Variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
• Factors Relating to Ownership of Our Common Stock and the Securities Market
• Our stock price may fluctuate significantly.
• Our multi-series structure may depress the trading price of the shares of GCI Group common stock.
• If the GCI Liberty board determines to issue the shares of Ventures Group common stock, GCI Group common stock will become a tracking stock and a tracking stock structure may cause market confusion.
• If the GCI Liberty board decides to implement a tracking stock capital structure, such structure could create conflicts of interest, and the GCI Liberty board may make decisions that could adversely affect only some holders of GCI Liberty’s common stock.
• Holders of shares of stock relating to a particular group may not have any remedies if any action by GCI Liberty’s directors or officers has an adverse effect on only that stock, or on a particular series of that stock.
• GCI Liberty may dispose of its assets, even if they are attributed to a tracking stock group, without stockholder approval (except to the extent such approval is required under Nevada law or GCI Liberty’s restated articles).
• The GCI Liberty board may, in its sole discretion, elect to convert the common stock relating to one group into common stock relating to the other group, thereby changing the nature of your investment and possibly diluting your economic interest in GCI Liberty, which could result in a loss in value to you.
• Our multi-series voting structure and potential tracking stock structure may limit your ability to influence corporate matters and future issuances of GCI Group common stock or Ventures Group common stock may further dilute the voting power of shares of GCI Group common stock.
• Holders of the common stock of tracking stock groups will vote together and will have limited separate voting rights.
• For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including disclosures about our executive compensation, that apply to other public companies.
• If we are unable to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, or our internal control over financial reporting is not effective, the reliability of our financial statements may be questioned and our stock price may suffer.
• It may be difficult for a third party to acquire us, even if doing so may be beneficial to our stockholders.
• Case law in Nevada may be less likely to provide guidance for specific fact scenarios than in Delaware.
• Our directors and officers are protected from liability for a broad range of actions.
• Our restated articles provide that the Eighth Judicial District Court of the State of Nevada shall be the exclusive forum for certain litigation that may be initiated by our stockholders, and that the federal courts shall be the exclusive forum for claims under the Securities Act of 1933, as amended (the “Securities Act”); these provisions could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
• The holders of any series of GCI Group common stock, or the holders of GCI Group common stock as a whole, may not have any remedies if an action by our directors or officers prioritizes other interests or has a disparate effect on GCI Group common stock or any series thereof.
• Although Series B GCI Group common stock is quoted on the OTC Markets, there is no meaningful trading market for the stock.
• GCI Liberty common stock transactions by our insiders could depress the market price of those stocks.