Offering of $1,265 Million of 3.125% Exchangeable Senior
Debentures due 2053
Liberty Broadband Corporation (“Liberty Broadband”) (Nasdaq:
LBRDA, LBRDK, LBRDP) announced today that it has closed its
previously announced private offering of $1,265 million aggregate
original principal amount of its 3.125% exchangeable senior
debentures due 2053 (the “Debentures”) exchangeable for Charter
Communications, Inc. (“Charter”) Class A common stock, including
Debentures in an aggregate original principal amount of $165
million issued pursuant to the exercise of an option granted to the
initial purchasers, which was exercised in full on February 23,
2023.
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. Initially, 1.8901 shares of Charter Class
A common stock are attributable to each $1,000 original principal
amount of Debentures, representing an initial exchange price of
approximately $529.07 for each share of Charter Class A common
stock. A total of 2,390,977 shares of Charter Class A common stock
are attributable to the Debentures. Interest is payable quarterly
on March 31, June 30, September 30 and December 31 of each year,
commencing June 30, 2023. The Debentures may be redeemed by Liberty
Broadband, in whole or in part, on or after April 6, 2026. Holders
of Debentures also have the right to require Liberty Broadband to
purchase their Debentures on April 6, 2026. The redemption and
purchase price will generally equal 100% of the adjusted principal
amount of the Debentures plus accrued and unpaid interest to the
redemption date, plus any final period distribution.
Liberty Broadband used the net proceeds of the offering,
together with existing cash on hand, to repurchase all of the
outstanding 1.75% Exchangeable Senior Debentures due 2046 of
Grizzly Merger Sub 1, LLC, Liberty Broadband’s wholly owned
subsidiary, all of Liberty Broadband’s outstanding 2.75%
Exchangeable Senior Debentures due 2050 and a significant portion
of Liberty Broadband’s outstanding 1.25% Exchangeable Senior
Debentures due 2050 (each as described below).
The offering of the Debentures has not been 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 were 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.
Results of the Cash Tender Offers for the Outstanding Existing
Debentures
Liberty Broadband announced today the expiration and results of
its previously announced cash tender offers (the “Tender Offers”)
to purchase any and all of the outstanding Existing Debentures.
The Tender Offers expired at 5:00 p.m., New York City time, on
February 27, 2023 (the “Expiration Time”). As of the Expiration
Time, an aggregate principal amount of:
(i) $14,536,000 of the 1.75% Debentures were outstanding and an
aggregate principal amount of $14,536,000 or 100%, of the 1.75%
Debentures were validly tendered and not validly withdrawn;
(ii) $575,000,000 of the 2.75% Debentures were outstanding and
an aggregate principal amount of $575,000,000 or 100%, of the 2.75%
Debentures were validly tendered and not validly withdrawn; and
(iii) $825,000,000 of the 1.25% Debentures were outstanding and
an aggregate principal amount of $822,994,000 or approximately
99.76%, of the 1.25% Debentures were validly tendered and not
validly withdrawn, which amount excludes no principal amount of the
1.25% Debentures that remain subject to guaranteed delivery
procedures.
Liberty Broadband has accepted for payment all Existing
Debentures validly tendered and not validly withdrawn prior to the
Expiration Time pursuant to the settlement procedures described in
the Offer to Purchase, dated February 21, 2023.
Requests for documents relating to the Tender Offers may be
directed to D.F. King & Co., Inc., the Information Agent, at
(800) 487-4870 (Toll-Free) or (212) 269-5550, by email at
LBRDA@dfking.com, or via the following web address:
www.dfking.com/LBRDA. BofA Securities, Inc., Morgan Stanley &
Co. LLC and RBC Capital Markets, LLC acted as the Joint Dealer
Managers for the Tender Offers.
Questions regarding the Tender Offers may be directed to the
Joint Dealer Managers at the contact information shown below:
BofA Securities, Inc. Toll Free: (888) 292-0070 Collect: (980)
388-3646 Email: debt_advisory@bofa.com
Morgan Stanley & Co. LLC Toll Free: (855) 483-0952
RBC Capital Markets, LLC Toll Free: (212) 618-7843 Collect:
(877) 381-2099
This press release is for informational purposes only and does
not constitute a notice of redemption under the optional redemption
provisions of each of the indentures governing the Existing
Debentures, nor does it constitute an offer to sell, or a
solicitation of an offer to buy, any security, nor does it
constitute a solicitation for an offer to purchase any security,
including the Existing Debentures.
About Liberty Broadband
Liberty Broadband Corporation (Nasdaq: LBRDA, LBRDK, LBRDP)
operates and owns interests in a broad 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230227005989/en/
Liberty Broadband Corporation Shane Kleinstein,
720-875-5432
Liberty Broadband (NASDAQ:LBRDA)
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