Liberty Broadband Announces Entry Into New Stockholders Agreement with Charter
March 31 2015 - 8:39AM
Business Wire
Liberty Broadband Corporation (Nasdaq: LBRDA, LBRDK) (“Liberty”)
announced today that it has entered into a new stockholders
agreement with Charter Communications, Inc. (“Charter”), a
subsidiary of Charter (“New Charter”) and Advance/Newhouse
Partnership (“A/N”). In connection with the previously announced
transactions between Charter and Comcast Corp. (the “Comcast
Transactions”), it is expected that Charter will undergo a
corporate reorganization, resulting in New Charter becoming the new
publicly traded parent company of Charter.
Liberty’s entry into the new stockholders agreement comes as the
result of Charter’s announcement of a proposed transaction with
A/N, whereby New Charter will acquire Bright House Networks
(“Bright House”) from A/N for $10.4 billion. The consideration to
be paid to A/N will include shares of exchangeable common and
convertible preferred units in the partnership through which the
Bright House business will be conducted, as well as $2 billion in
cash. Such units will be exchangeable for common shares of New
Charter. The closing of the Bright House transaction (the
“closing”) is subject to several conditions, including Charter’s
receipt of stockholder approval, the expiration of Time Warner
Cable’s right of first offer for Bright House, the closing of the
Comcast Transactions and regulatory approval. The new stockholders
agreement will become effective upon the closing, at which time
Liberty’s current stockholders agreement with Charter will
terminate.
“Charter’s acquisition of Bright House is a powerful example of
the consolidating transactions we envisioned when we first made our
investment in Charter,” said Greg Maffei, President and CEO of
Liberty. “With its increased scale and the effective leadership of
Tom Rutledge and his management team, we remain excited about the
growth prospects of Charter. We look forward to the expertise that
Advance/Newhouse brings to the partnership
which will drive added value to the shareholders.”
Upon the closing, Liberty (which is currently Charter’s largest
stockholder) has also agreed to purchase $700 million of newly
issued shares of New Charter Class A common stock at a price of
$173.00 per share. The new stockholders agreement also provides
that, upon the closing, Liberty will have the right to purchase an
additional number of New Charter shares such that Liberty will own
at least a 19.01% equity interest. Following the closing, and
pursuant to a proxy agreement to be entered into between A/N and
Liberty, A/N will grant Liberty a five-year proxy to vote shares of
New Charter held by A/N, capped at 6%, which will enable Liberty to
have total voting power in New Charter of 25.01%.
New Charter’s board of directors will consist of 13 directors
upon the closing, with three directors to be designated by Liberty
and three directors to be designated by A/N. Going forward, the
numbers of director seats to which each of Liberty and A/N will be
entitled will be determined based on their respective equity or
voting ownership interests, as provided for in the new stockholders
agreement. Liberty’s equity ownership will be capped at the greater
of 26% or the cap on its voting interest, and A/N’s equity
ownership will be capped at the greater of its equity ownership
immediately following the closing, 25% and the cap on its voting
interest. Liberty’s voting interest will be capped at the greater
of 25.01% (or 0.01% above the highest person or group) and 23.5%
increased one-for-one to a maximum of 35% for each permanent
reduction in A/N’s equity interest in New Charter below 15%. A/N’s
voting interest will be capped at 23.5% increased one-for-one to a
maximum of 35% for each permanent reduction in Liberty’s equity
interest in New Charter below 15%. The new stockholders agreement
will also provide for restrictions on transfers and additional
governance matters. Liberty and A/N will have certain preemptive
rights which will allow each to maintain their pro rata ownership
interest in New Charter up to its acquisition cap. Liberty and A/N
will also be required to participate in New Charter’s stock buyback
programs should their ownership interests exceed certain
thresholds. Additional details regarding the new stockholders
agreement will be provided in a Form 8-K and an amendment to
Schedule 13D to be filed with the SEC by Liberty.
Forward-Looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements about the completion of Charter’s
corporate reorganization, the Comcast and Bright House
transactions, the effectiveness of the new stockholders agreement,
the anticipated ownership percentages of Liberty and A/N following
the closing and other matters that are not historical facts. 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 receipt of required approvals, including
stockholder and regulatory. These forward-looking statements speak
only as of the date of this press release, and Liberty 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’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, including the most recent Form 10-K, for additional
information about Liberty and about the risks and uncertainties
related to Liberty’s business which may affect the statements made
in this press release.
About Liberty Broadband
Corporation
Liberty Broadband Corporation (Nasdaq: LBRDA, LBRDK) is
comprised of, among other things, its interest in Charter
Communications, its subsidiary TruePosition and a minority equity
investment in Time Warner Cable.
Liberty Broadband CorporationCourtnee Ulrich,
720-875-5420
Liberty Broadband (NASDAQ:LBRDA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Liberty Broadband (NASDAQ:LBRDA)
Historical Stock Chart
From Jul 2023 to Jul 2024