Liberty Broadband Corporation Prices Upsized Private Offering of $800 Million of 3.125% Exchangeable Senior Debentures due 2054
June 25 2024 - 7:30AM
Business Wire
Liberty Broadband Corporation (“Liberty Broadband”) (Nasdaq:
LBRDA, LBRDK, LBRDP) announced today that it has priced and agreed
to sell to initial purchasers in an upsized private offering $800
million aggregate original principal amount of its 3.125%
exchangeable senior debentures due 2054 (the “Debentures”)
exchangeable for Charter Communications, Inc. (“Charter”) Class A
common stock. Liberty Broadband has also granted the initial
purchasers an option to purchase additional Debentures in an
aggregate original principal amount of up to $120 million.
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, 2.5442 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 $393.05 for each share of Charter Class A common
stock. A total of 2,035,360 shares of Charter Class A common stock
are attributable to the Debentures (assuming the initial purchasers
do not exercise their option to purchase additional Debentures).
Interest will be payable quarterly on March 31, June 30, September
30 and December 31 of each year, commencing December 31, 2024. The
Debentures may be redeemed by Liberty Broadband, in whole or in
part, on or after December 15, 2028. Holders of Debentures also
have the right to require Liberty Broadband to purchase their
Debentures on December 15, 2028. 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.
The offering is expected to close on July 2, 2024, subject to
the satisfaction of customary closing conditions.
Liberty Broadband intends to use the net proceeds of the
offering to repay approximately $500 million of borrowings under
the margin loan agreement of Liberty Broadband’s indirect,
wholly-owned special purpose entity, repurchase a total of
approximately $300 million in aggregate principal amount of Liberty
Broadband’s 3.125% exchangeable senior debentures due 2053 pursuant
to individually privately negotiated transactions and for general
corporate purposes.
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 are being 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 offering of
Debentures and the use of proceeds therefrom. 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, 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 Report 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
Corporation
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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Liberty Broadband Corporation Shane Kleinstein,
720-875-5432
Liberty Broadband (NASDAQ:LBRDK)
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