GLIBK · GCI Liberty, Inc.

GCI Liberty, through its subsidiary GCI Holdings, has entered into a definitive agreement to acquire Quintillion, an Alaska-based fiber infrastructure provider, for an enterprise value of $310 million. The transaction is structured as a purchase of 100% equity interests and includes a complex consideration package beyond the initial cash payment. GCI has agreed to reimburse up to $50 million for capital expenditures related to the Nome-to-Homer Express project and offered potential earn-out payments based on revenue performance in 2027, 2028, and 2030. The 2030 earn-out may be paid in GCI Liberty Series C stock at GCI's discretion, providing flexibility in capital allocation.

Concurrent with the signing, GCI, LLC extended a $160 million unsecured term loan to the seller, Q Gateway Ultimate Holdings, LLC. This loan bears interest at SOFR plus 8.50% and will either convert into purchase price credit upon closing or mature in April 2031 if the transaction fails. This financing arrangement provides immediate liquidity to the seller while securing GCI's position as the acquirer.

The transaction is subject to significant closing conditions, including HSR antitrust clearance, FCC approvals, and specific operational milestones regarding Quintillion's fiber network. Notably, the network must be operational with no unremedied outages, and the terrestrial fiber network connecting the North Slope to Utqiagvik must be ready for service. The agreement includes an 18-month termination clause, with a $10 million termination fee payable by GCI under specific circumstances, such as regulatory blockage or failure to close by the end date. This acquisition strategically enhances GCI's fiber footprint in Alaska, combining Quintillion's subsea and terrestrial assets with GCI's existing statewide network to improve reliability and redundancy for Alaskan communities.