Registration Pursuant to Securities Act Rule 462(b) of up to an Additional 20% of Securities for an Offering That Was Registe...
December 10 2020 - 6:04PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on December 10, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LIBERTY
BROADBAND CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware
(State
or other jurisdiction of
incorporation
or organization)
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4841
(Primary
Standard Industrial Classification
Code Number)
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47-1211994
(I.R.S.
Employer
Identification Number)
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12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5700
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Renee L. Wilm
Chief Legal Officer
Liberty Broadband Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5700
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent
to agent for service, should be sent to:
Jeffrey J. Rosen
Michael A. Diz
Debevoise & Plimpton
LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
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Renee L. Wilm
Chief Legal Officer
GCI Liberty, Inc.
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5900
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Samantha H. Crispin
Nicole Perez
Beverly B. Reyes
Baker Botts L.L.P.
30 Rockefeller Plaza
New York, New York 10112
(212) 408-2500
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Approximate date
of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement
becomes effective and all other conditions to the proposed combination described herein have been satisfied or (to the extent
permitted) waived.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following
box. ¨
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. x
Registration No. 333-248854
If this Form is a post-effective amendment filed pursuant
to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company ¨
Emerging growth company ¨
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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 7(a)(2)(B) of the Securities Act. ¨
If applicable, place an X in the box to designate the appropriate
rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender
Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party
Tender Offer) ¨
CALCULATION OF REGISTRATION FEE
Title
of each class of
securities to be
registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price per
share
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Proposed
maximum
aggregate offering
price(2)
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Amount
of
registration fee
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Series C
common stock, par value $0.01 per share
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2,505,018
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N/A
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$403,653,647
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$44,039
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(1)
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This Registration Statement relates to the Registration Statement
on Form S-4 filed by Liberty Broadband Corporation (the “Company”)
(Registration No. 333-248854), on September 17, 2020, amended by Amendment
No.1 thereto on October 15, 2020 and Amendment No. 2 thereto on October 29,
2020 and declared effective by the Securities and Exchange Commission on October 30,
2020 (as amended, the “Prior Registration Statement”). The Prior Registration
Statement registered 3,325,567 shares of Liberty Broadband Series B common stock,
par value $0.01 per share, 59,823,474 shares of Liberty Broadband Series C common
stock, par value $0.01 per share (“LBRDK”), and 7,199,778 shares of
Liberty Broadband Series A Cumulative Redeemable Preferred Stock, par value $0.01
per share. This Registration Statement covers 2,505,018 additional LBRDK to be issued
upon the completion of the combination described in the Prior Registration Statement.
This amount is equal to the product of (i) the exchange ratio of 0.580 of a share
of LBRDK for each share of GCI Liberty, Inc. (“GCI Liberty”)
Series A common stock, par value $0.01 per share (“GLIBA”), and
(ii) 4,318,999 GLIBA shares issuable upon the conversion of 4,318,999 outstanding
shares of GCI Liberty Series B common stock, par value $0.01 per share (“GLIBB”)
prior to the completion of the combination.
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(2)
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Pursuant to Rules 457(f)(1) and 457(c) promulgated
under the Securities Act and solely for the purpose of calculating the registration fee,
the proposed maximum aggregate offering price is equal to the product of (a) $93.46,
the average of the high and low prices of shares of GLIBA, as reported on the Nasdaq
Global Select Market on December 9, 2020, and (b) 4,318,999, the additional
number of shares of GLIBA exchangeable or convertible for the securities being registered.
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This Registration Statement will become effective automatically
upon filing with the Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed
with the Securities and Exchange Commission pursuant to General Instruction K of Form S-4 and Rule 462(b) of the
Securities Act of 1933, as amended, for the sole purpose of registering an additional 2,505,018 shares of Series C common
stock, par value $0.01 per share (“LBRDK”), of Liberty Broadband Corporation (“Liberty Broadband”)
as part of the merger consideration to be issued by Liberty Broadband to stockholders of GCI Liberty, Inc. (“GCI
Liberty”) in the proposed combination of the two companies pursuant to the Agreement and Plan of Merger, dated August 6,
2020, by and among Liberty Broadband, GCI Liberty,
Grizzly Merger Sub 1, LLC, a wholly owned subsidiary of Liberty Broadband, and Grizzly Merger Sub 2, Inc., a wholly
owned subsidiary of Grizzly Merger Sub 1, LLC. Liberty Broadband has previously registered 3,325,567 shares of its
Series B common stock, par value $0.01 per share, 59,823,474 shares of LBRDK and 7,199,778 shares if its Series A Cumulative
Redeemable Preferred Stock, par value $0.01 per share, by means of a currently effective Registration Statement on Form S-4
(Registration No. 333-248854).
INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement incorporates
by reference the contents of the Registration Statement on Form S-4 (Registration No. 333-248854), including all amendments,
supplements and exhibits thereto and all information incorporated or deemed to be incorporated by reference therein. Additional
opinions and consents required to be filed with this Registration Statement are listed on the Exhibit Index attached to and
filed with this Registration Statement.
EXHIBIT INDEX
Exhibit No.
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Description
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5.1
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Opinion of Potter
Anderson & Corroon LLP regarding validity of the securities being registered hereunder.##
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8.1
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Form of
Opinion of Debevoise & Plimpton LLP regarding certain tax matters.##**
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8.2
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Form of
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax matters.##**
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23.1
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Consent of
KPMG LLP with respect to Liberty Broadband Corporation.##
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23.2
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Consent of KPMG LLP with respect to Charter
Communications, Inc.##
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23.3
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Consent of
KPMG LLP with respect to GCI Liberty, Inc.##
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23.4
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Consent of Potter
Anderson & Corroon LLP (included in Exhibit 5.1).##
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23.5
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Consent of Debevoise &
Plimpton LLP (included in Exhibit 8.1).##**
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23.6
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Consent of Skadden,
Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.2).##**
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24.1
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Powers of Attorney (incorporated by reference
to Exhibit 24.1 to Liberty Broadband Corporation’s Registration Statement on Form S-4 (Registration No. 333-248854),
filed with the Securities and Exchange Commission on September 17, 2020).#
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99.1
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Consent of Perella Weinberg Partners.##
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99.2
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Consent of
Evercore Group L.L.C.##
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#
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Previously filed.
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##
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Filed herewith.
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**
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An executed opinion will be delivered in connection with the completion
of the combination and will be filed as an exhibit to a post-effective amendment to this
Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Englewood, Colorado, on December 10, 2020.
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LIBERTY BROADBAND CORPORATION
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By:
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/s/ RENEE L. WILM
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Name:
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Renee L. Wilm
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Title:
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Chief Legal Officer
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Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates
indicated:
SIGNATURE
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TITLE
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Date
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*
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Chairman of the Board and Director
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John C. Malone
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*
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Director, Chief Executive Officer
and President (Principal Executive Officer)
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Gregory B. Maffei
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*
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Chief Accounting Officer and Principal
Financial Officer (Principal Financial and Principal Accounting Officer)
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Brian J. Wendling
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*
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Director
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Julie D. Frist
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*
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Director
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Richard R. Green
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*
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Director
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J. David Wargo
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*
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Director
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John E. Welsh III
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* By:
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/s/ RENEE L. WILM
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December 10, 2020
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Renee L. Wilm
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Attorney-in-fact
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