Form: S-1/A

General form for registration of securities under the Securities Act of 1933

June 20, 2025

Documents

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-1

(Form Type)

 

GCI Liberty, Inc.

(Exact Name of Registrant as Specified in its Charter)*

 

Table 1—Newly Registered and Carry Forward Securities

 

    Security
Type		   Security Class
Title		   Fee
Calculation
or Carry
Forward
Rule		  

Amount
Registered(1)

   Proposed
Maximum
Offering
Price Per
Unit		  

Maximum
Aggregate Offering
Price(2)

  

Fee Rate(3)

   Amount of
Registration Fee		  

Carry

Forward

Form

Type

  

Carry

Forward

File

Number

  

Carry

Forward

Initial

effective

date

  

Filing Fee

Previously

Paid In

Connection

with

Unsold

Securities

to be

Carried

Forward
Newly Registered Securities
Fees to Be Paid   Equity   Series A GCI Group common stock, par value $0.01 per share   457(c)   3,652,938.00   N/A   $322,883,189.82   0.00015310   $49,433.42                
Fees to Be Paid   Equity   Series B GCI Group common stock, par value $0.01 per share   457(c)   400,805.00   N/A   $38,377,078.75   0.00015310   $5,875.53                
Fees to Be Paid   Equity   Series C GCI Group common stock, par value $0.01 per share   457(c)   25,130,220.00   N/A   $2,243,500,390.50   0.00015310   $343,479.91                
Fees Previously Paid   Equity   Series A GCI Group common stock, par value $0.01 per share   457(c)   3,650,483.00   N/A   $308,137,270.03   0.00015310   $47,175.82                
Fees Previously Paid   Equity   Series B GCI Group common stock, par value $0.01 per share   457(c)   401,261.00   N/A   $31,649,461.38   0.00015310   $4,845.53                
Fees Previously Paid   Equity   Series C GCI Group common stock, par value $0.01 per share   457(c)   24,657,202.00   N/A   $2,085,876,003.19   0.00015310   $319,347.62                
Carry Forward Securities
Carry Forward Securities   —   —   —   —       —           —   —   —   —
                                                 
Total Offering Amounts           $2,604,760,659.07       $398,788.86                
Total Fees Previously Paid                   $371,368.97                
Total Fee Offsets                   —                
Net Fee Due                   $27,419.89                

 

* Capitalized terms used but not defined herein shall have the meaning assigned to them in the Registrant’s Registration Statement on Form S-1 to which this exhibit relates.

 

 

 

 

(1) Represents the estimated maximum number of shares of the Registrant’s common stock, par value $0.01 per share (the “GCI Group common stock”), to be issued by the Registrant upon completion of the distribution described in the prospectus contained herein. The estimated maximum number of shares utilizes the anticipated distribution ratio of 0.20, which is the number of shares of GCI Group common stock, subject to the declaration of the dividend for the distribution described in the prospectus contained herein (the “distribution”), to be distributed for each share of LBRDA, LBRDB and LBRDK (each as defined below) in the distribution, with cash (without interest) being paid in lieu of any fractional shares of GCI Group common stock. The actual number of shares of GCI Group common stock to be distributed may be less than the maximum stated in the table. The number of shares of the Registrant’s proposed Series A GCI Group common stock, par value $0.01 per share (“GLIBA”), being registered has been determined based upon the 18,264,690 shares of Liberty Broadband Series A common stock, par value $0.01 per share (“LBRDA”), outstanding as of June 16, 2025 or issuable or expected to be exchanged or converted prior to the record date of the spin-off described in the accompanying prospectus, multiplied by 0.20, which is the number of shares of GLIBA that Liberty Broadband intends to distribute to holders of LBRDA for each share of LBRDA held by them as of the record date. The number of shares of the Registrant’s proposed Series B GCI Group common stock, par value $0.01 per share (“GLIBB”), being registered has been determined based upon the 2,004,028 shares of Liberty Broadband Series B common stock, par value $0.01 per share (“LBRDB”), outstanding as of June 16, 2025, multiplied by 0.20, which is the number of shares of GLIBB that Liberty Broadband intends to distribute to holders of LBRDB for each share of LBRDB held by them as of the record date. The number of shares of the Registrant’s proposed Series C GCI Group common stock, par value $0.01 per share (“GLIBK”), being registered has been determined based upon (x) the 123,119,667 shares of Liberty Broadband Series C common stock, par value $0.01 per share (“LBRDK”), outstanding as of June 16, 2025, multiplied by 0.20, which is the number of shares of GLIBK that Liberty Broadband intends to distribute to holders of LBRDK for each share of LBRDK held by them as of the record date, (y) up to 31,169 shares of GLIBK to be issued in the distribution as a result of the accelerated pro rata vesting of a certain portion of restricted stock units with respect to LRBDK held by GCI employees prior to the record date, as described in the prospectus contained herein, and (z) up to 475,118 shares of GLIBK, assuming all exercisable stock options to purchase shares of LBRDK are exercised prior to the record date.

 

(2) Calculated in accordance with Rule 457(a) and 457(c) under the Securities Act, using (i) with respect to GLIBA and GLIBK, the average of the high and low trading prices of LBRDA and LBRDK, respectively, on the Nasdaq Global Select Market on June 17, 2025 (which were $88.39 and $89.275, respectively) and (ii) with respect to GLIBB, the average of the bid and asked price of LBRDB quoted on the OTC Markets on June 17, 2025 (which was $95.75). The Registrant believes these estimated prices approximate the estimated trading or quotation prices, as applicable, for GLIBA, GLIBB and GLIBK immediately following the transaction being registered hereby.

 

(3) Calculated on the basis of $153.10 per $1,000,000 of the proposed maximum aggregate offering price.