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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): September 23, 2024
LIBERTY
BROADBAND CORPORATION
(Exact name
of registrant as specified in its charter)
Delaware | |
001-36713 | |
47-1211994 |
(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) 875-5700
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 common stock |
LBRDA |
The Nasdaq Stock Market LLC |
Series C common stock |
LBRDK |
The Nasdaq Stock Market LLC |
Series A Cumulative Redeemable preferred stock |
LBRDP |
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 ¨
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. ¨
Item 7.01. Regulation FD Disclosure.
On September 23, 2024, Liberty Broadband Corporation
(the “Liberty Broadband”) issued a press release acknowledging the communication to Charter Communications, Inc.
(“Charter”) of a non-binding response (the “Response”) to the non-binding proposal received from
Charter (the “Charter Proposal”), with such Charter Proposal and Response collectively outlining the terms of a proposed
combination of Liberty Broadband and Charter. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated by reference herein.
This Current Report on Form 8-K and the press
release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K
in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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:
September 23, 2024
|
LIBERTY BROADBAND CORPORATION |
|
|
|
|
By: |
/s/ Craig Troyer |
|
|
Name: Craig Troyer |
|
|
Title: Senior Vice President and Assistant Secretary |
Exhibit 99.1
September 23, 2024
Liberty Broadband Submits Counterproposal
to Charter for Proposed Business Combination
ENGLEWOOD, Colo. — (BUSINESS
WIRE) — Liberty Broadband Corporation (“Liberty Broadband”) (Nasdaq: LBRDA, LBRDK, LBRDP) announced today that it
communicated a counterproposal to the Special Committee of the Board of Directors of Charter Communications, Inc.
(“Charter”) (the Special Committee referred to as “Charter Special Committee”) in response to an initial
merger proposal sent by the Charter Special Committee. In its counterproposal, Liberty Broadband outlined the terms of a proposed
combination of Liberty Broadband with Charter in an all-stock transaction intended to be tax-free whereby holders of each series of
Liberty Broadband common stock would receive 0.2900 of a share of Charter Class A common stock (Nasdaq: CHTR) in exchange for
each share of Liberty Broadband common stock. The proposed transaction includes a closing date of June 30, 2027 or such earlier date as the parties shall mutually agree.
“Liberty’s proposed
transaction would rationalize the dual corporate structure between Charter and Liberty Broadband, providing enhanced trading
liquidity and removing Liberty Broadband’s existing governance rights. The certainty of a future transaction would provide
clarity to our shareholders and continue our strong partnership with Charter in the interim. In GCI, Charter would be acquiring an
attractive business that is the leading connectivity platform in Alaska with significant opportunity for future value creation. We look forward to reaching a mutually agreed upon transaction for the benefit of all stakeholders,” said
Greg Maffei, Liberty Broadband President & CEO.
According to the terms of the
counterproposal, Charter would assume or refinance Liberty Broadband’s debt at or prior to closing as well as Liberty Broadband’s outstanding preferred stock. During the pendency of the transaction, Liberty Broadband, including GCI,
would operate in the ordinary course of business, subject to the terms of the definitive transaction agreements. The proposed
transaction would be subject to, among other things, the negotiation and execution of mutually acceptable definitive transaction
documents, applicable board approvals, the requisite approval of Liberty Broadband stockholders, and the approval of a majority of
the stockholders of Liberty Broadband unaffiliated with John Malone and his affiliates. The transaction would also be subject to
customary closing conditions, including the receipt of requisite regulatory approvals and applicable tax opinions.
Additional information can be found
in Liberty Broadband’s letter to Charter filed as an exhibit to the amendment to Liberty Broadband’s Schedule 13D filed on
September 23, 2024. No further updates on the proposed transaction will be provided unless and until definitive documents are executed
or discussions between the parties terminate.
Forward-Looking Statements
This press release includes certain
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain statements relating
to the completion of the proposed transaction and other matters related to such proposed transaction. All statements other than statements
of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking
statements generally can be identified by phrases such as “possible,” “potential,” “intends” or “expects”
or other words or phrases of similar import or future or conditional verbs such as “will,” “may,” “might,”
“should,” “would,” “could,” or similar variations. These forward-looking statements involve many
risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including,
without limitation, the satisfaction of all other conditions to the proposed transaction. These forward-looking statements speak only
as of the date of this press release, and Liberty Broadband expressly disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statement contained herein to reflect any change in Liberty Broadband’s expectations with regard
thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed
documents of Liberty Broadband, including its most recent Forms 10-K and 10-Q, as such risk factors may be amended, supplemented or superseded
from time to time by other reports Liberty Broadband subsequently files with the SEC, for additional information about Liberty Broadband
and about the risks and uncertainties related to Liberty Broadband’s business which may affect the statements made in this press
release.
Additional Information
Nothing in this press release shall
constitute a solicitation to buy or an offer to sell shares of common stock or preferred stock of Liberty Broadband or Charter. The proposed
offer and issuance of shares of common stock of Charter in the proposed combination will be made only pursuant to an effective registration
statement. Liberty Broadband stockholders and other investors are urged to read the registration statement when it is available, together
with all relevant SEC filings regarding the proposed transaction, and any other relevant documents filed as exhibits therewith, as well
as any amendments or supplements to those documents, because they will contain important information about the proposed transaction.
Copies of these SEC filings will be available free of charge at the SEC’s website (http://www.sec.gov). Copies of the filings together
with the materials incorporated by reference therein will also be available, without charge, by directing a request to Liberty Broadband
Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112, Attention: Investor Relations, Telephone: (844) 826-8735.
Participants in a Solicitation
Liberty Broadband and Charter and their
respective directors and executive officers and other persons may be deemed to be participants in a solicitation in respect of any proposals
relating to the proposed transaction. Information regarding the directors and executive officers of Liberty Broadband and any participants
in a solicitation and a description of their respective direct and indirect interests, by security holdings or otherwise, will be available
in relevant SEC filings regarding the proposed transaction to be filed with the SEC. Investors should read relevant SEC filings regarding
the proposed transaction carefully before making any voting or investment decisions. Free copies of these materials from Liberty Broadband
may be obtained as indicated above.
About Liberty Broadband Corporation
Liberty Broadband Corporation (Nasdaq:
LBRDA, LBRDK, LBRDP) operates and owns interests in a range of communications businesses. Liberty Broadband’s principal assets
consist of its interest in Charter Communications and its subsidiary GCI. GCI is Alaska’s largest communications provider, providing
data, wireless, video, voice and managed services to consumer and business customers throughout Alaska and nationwide. GCI has delivered
services over the past 40 years to some of the most remote communities and in some of the most challenging conditions in North America.
Liberty Broadband Corporation
Shane Kleinstein,
720-875-5432
Source: Liberty
Broadband Corporation
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