Liberty Broadband Corporation Announces Proposed Private Offering of Exchangeable Senior Debentures
November 18 2020 - 6:45AM
Business Wire
Liberty Broadband Corporation (“Liberty Broadband”) (NASDAQ:
LBRDA, LBRDK) announced today that it intends to offer $650 million
aggregate original principal amount of exchangeable senior
debentures due 2050 (the “Debentures”), exchangeable for Charter
Communications, Inc. (“Charter”) Class A common stock, in a private
offering (or up to $715 million aggregate original principal amount
of Debentures if the initial purchasers for the offering exercise
in full their option to purchase additional Debentures). The
Debentures will be exchangeable at the option of holders during
specified periods. Upon an exchange of Debentures, Liberty
Broadband, at its option, may deliver shares of Charter Class A
common stock or the value thereof in cash or any combination of
shares of Charter Class A common stock and cash.
Liberty Broadband intends to use the net proceeds of the
offering for general corporate purposes, which may include the
repayment of indebtedness and repurchases of shares of Liberty
Broadband common stock.
The offering of the Debentures will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any
state securities laws and, unless so registered, may not be offered
or sold in the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws. The
Debentures will be offered by means of an offering memorandum
solely to “Qualified Institutional Buyers” pursuant to, and as that
term is defined in, Rule 144A of the Securities Act.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the Debentures nor shall there be
any sale of Debentures in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state.
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 relating to the intended launch of a
private offering of Debentures and the use of proceeds therefrom.
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, general market conditions. 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 Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q, for risks and uncertainties related
to Liberty Broadband which may affect the statements made in this
press release.
About Liberty Broadband
Liberty Broadband Corporation’s (NASDAQ: LBRDA, LBRDK)
businesses consist of its interest in Charter and its subsidiary
Skyhook.
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