As filed with the Securities and Exchange
Commission on December 22, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under the Securities Act of 1933
LIBERTY BROADBAND CORPORATION
(Exact Name of Registrant as Specified
in its Charter)
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12300 Liberty Boulevard
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Delaware
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Englewood, Colorado 80112
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47-121194
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(State or Other Jurisdiction of Incorporation
or Organization)
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(Address of Principal Executive Offices)
(Zip
Code)
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(I.R.S. Employer Identification No.)
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GCI Liberty, Inc. Transitional
Stock Adjustment Plan
GCI 401(k) Plan
GCI Liberty, Inc. 2018 Omnibus
Incentive Plan
Liberty Broadband Corporation 2019 Omnibus
Incentive Plan, as amended
(Full title of plans)
Renee L. Wilm, Esq.
Liberty Broadband Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5700
(Name, Address and Telephone Number, Including Area
Code, of Agent for Service)
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Copy to:
Samantha H. Crispin, Esq.
Beverly B. Reyes, Esq.
Baker Botts L.L.P.
30 Rockefeller Plaza
New York, New York 10112
(212) 408-2500
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Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an 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 ¨
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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. ¨
CALCULATION OF REGISTRATION FEE
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Title
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
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Amount
of
Registration
Fee (2)
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Series B
Common Stock, $0.01 Par Value
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$1,181,138,291.00
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$128,865.00
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GCI
Liberty, Inc. Transitional Stock Adjustment Plan
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709,689 (3)
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$160.40
(4)
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GCI
Liberty, Inc. 2018 Omnibus Incentive Plan
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12,445 (3)
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$160.40
(4)
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Series C
Common Stock, $0.01 Par Value
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722,134 (5)
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$160.26
(6)
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GCI
401(k) Plan
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1,200,000 (3)
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$160.26 (6)
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GCI
Liberty, Inc. Transitional Stock Adjustment Plan
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228,189 (3)
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$160.26
(6)
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GCI
Liberty, Inc. 2018 Omnibus Incentive Plan
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818,693 (3)
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$160.26 (6)
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Liberty
Broadband Corporation 2019 Omnibus Incentive Plan, as amended
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3,678,357 (3)
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$160.26 (6)
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(1)
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Pursuant to Rule 416
under the Securities Act of 1933, as amended (the “Securities Act”), this
Registration Statement also covers, in addition to the number of shares stated above,
an indeterminate amount of shares which may be issued pursuant to the GCI Liberty, Inc.
Transitional Stock Adjustment Plan, GCI 401(k) Plan, GCI Liberty, Inc. 2018
Omnibus Incentive Plan and Liberty Broadband Corporation 2019 Omnibus Incentive Plan,
as amended, after the operation of any anti-dilution and other provisions under such
plans. In addition, pursuant to Rule 416(c) under the Securities Act, this
registration statement also covers an indeterminate number of plan interests to be offered
or sold pursuant to the GCI 401(k) Plan.
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(2)
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Estimated solely
for purposes of calculating the registration fee in accordance with Rule 457(h) under
the Securities Act. A fee in the amount of $1,145,915 was previously paid in connection
with the filing of the Registrant’s Registration Statement on Form S-4 on
September 17, 2020 (File No. 333-248854) of which $76,134, with respect to unsold securities
with a maximum aggregate offering price of $586,554,316, was unused and carried forward
(the “Unused Fee”). The Registrant applied $383 of the Unused Fee
to set off the fee due in connection with the filing of the Registrant’s Registration
Statement on Form S-3 on December 22, 2020 (File No. 333-251569). As
a result, $75,751 remains unutilized and, therefore, available for future registration
fees pursuant to Rule 457(p) under the Securities Act. The Registrant
has applied the $75,751 in remaining available funds to the registration fee otherwise
due for this Registration Statement and transmitted an additional $53,112.00 in connection
with this filing. See the “Explanatory Note” herein.
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(3)
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Represents shares
that may be issued under the GCI 401(k) Plan, shares issuable under outstanding
equity awards granted under the GCI Liberty, Inc. Transitional Stock Adjustment
Plan and GCI Liberty, Inc. 2018 Omnibus Incentive Plan that were assumed by the
Registrant in connection with the Registrant’s acquisition of GCI Liberty, Inc.
(the “Combination”) contemplated by the Agreement and Plan of Merger, dated
as of August 6, 2020, by and among the Registrant, GCI Liberty, Inc., Grizzly
Merger Sub 1, LLC and Grizzly Merger Sub 2, Inc. (the “Merger Agreement”),
as well as additional shares that the Registrant may issue under the Liberty Broadband
Corporation 2019 Omnibus Incentive Plan, as amended, to certain eligible employees from
time to time that remained available for issuance under the GCI Liberty 2018 Omnibus
Incentive Plan at the effective time of the Combination.
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(4)
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Based upon the average
of the bid and ask prices reported for the Registrant’s Series B common stock,
par value $0.01 per share, on the OTC Markets on December 18, 2020.
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(5)
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Represents 722,134
shares that may be resold by the selling stockholder named in the prospectus included
in and filed with this Form S-8.
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(6)
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Based upon the average
of the high and low prices reported for the Registrant’s Series C common stock,
par value $0.01 per share (“Series C Common Stock”), on the Nasdaq Global
Select Market on December 16, 2020. The proposed maximum offering price per share
of Series C Common Stock to be sold by the selling stockholder will be determined
from time to time by the selling stockholder in connection with, and at the time of,
the sale by such selling stockholder of the shares of Series C Common Stock registered
on this Form S-8.
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EXPLANATORY NOTE
Pursuant to the Agreement and Plan of
Merger, dated as of August 6, 2020, by and among Liberty Broadband Corporation (the “Registrant”), GCI
Liberty, Inc., Grizzly Merger Sub 1, LLC and Grizzly Merger Sub 2, Inc. (the “Merger Agreement”), at
6:01 p.m., Eastern Time, on December 18, 2020 (the “Effective Time”), each outstanding award issued pursuant
to the GCI Liberty, Inc. Transitional Stock Adjustment Plan and the GCI Liberty, Inc. 2018 Omnibus Incentive Plan
(together, the “GCI Liberty Plans”) was converted into an award with respect to shares of the Registrant’s
Series B common stock, par value $0.01 per share (the “Series B common stock”), or the
Registrant’s Series C common stock, par value $0.01 per share (the “Series C common stock” and
such converted awards, the “Converted Awards”), in accordance with the terms of the Merger Agreement. In
connection therewith, the Registrant assumed the GCI Liberty Plans. This Registration Statement is being filed for the
purpose of registering (i) up to 722,134 shares of Series B common stock and up to 1,046,882 shares of
Series C common stock issuable upon the exercise or settlement of the Converted Awards and (ii) an additional
number of shares of Series C common stock that may be issued under the Liberty Broadband Corporation 2019 Omnibus
Incentive Plan, as amended, and the GCI 401(k) Plan from time to time. In addition, this Registration Statement
registers the resale of up to 722,134 shares of Series C common stock issuable to the selling stockholder named herein
in connection with stock options awarded under the GCI Liberty, Inc. Transitional Stock Adjustment Plan that were
assumed by and converted into stock options of the Registrant on December 18, 2020 in connection with the
Registrant’s acquisition of GCI Liberty, Inc.
This Registration Statement contains two
parts. The first part contains a “reoffer” prospectus prepared in accordance with Part I of Form S-3 (in
accordance with Instruction C of the General Instructions to Form S-8). The prospectus permits reoffers and resales on a
continuous or delayed basis by the selling stockholder named in the prospectus of the shares referred to above that constitute
“control securities” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
The second part contains information required to be set forth in the Registration Statement pursuant to Part II of Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing
the information specified in Part I of this Form will be sent or given to employees as specified by Rule 428(b)(1) under
the Securities Act. In accordance with Rule 428 under the Securities Act and the requirements of Part I of Form S-8,
such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of
this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These
documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this
Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The
Registrant will maintain a file of such documents in accordance with the provisions of Rule 428 under the Securities Act.
Upon request, the Registrant will furnish to the Commission or its staff a copy or copies of all the documents included in such
file.
PROSPECTUS
722,134 SHARES
Liberty Broadband Corporation
Series C
Common Stock
This prospectus relates to 722,134 shares
(the “Shares”) of Series C Common Stock, par value $0.01 per share (the “Series C Common Stock”),
of Liberty Broadband Corporation (“Liberty Broadband” or the “Company”), which may be offered from time
to time by Gregory B. Maffei (“Mr. Maffei” or the “Selling Stockholder”) for Mr. Maffei’s
own account. We will not receive any proceeds from any sale of Shares offered pursuant to this prospectus.
The Selling Stockholder may offer and sell
the Shares at various times and in various types of transactions, including sales in the open market, sales in negotiated transactions
and sales by a combination of these methods. The Shares may be sold at the market price of the Series C Common Stock at the
time of a sale, at prices relating to the market price over a period of time, or at prices negotiated with the buyers of shares.
The Shares may be sold through underwriters or dealers which the Selling Stockholder may select. If underwriters or dealers are
used to sell the Shares, we will name them and describe their compensation in a prospectus supplement. For a description of the
various methods by which the Selling Stockholder may offer and sell the Shares described in this prospectus, see the section entitled
“Plan of Distribution.”
Our Series C Common Stock is listed
on the Nasdaq Global Select Market under the symbol “LBRDK.” On December 18, 2020, the closing price of our Series C
Common Stock was $157.88.
Investing in our Series C Common
Stock involves risks. See “Risk Factors” beginning on page 4 of this prospectus.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated December 22, 2020.
TABLE OF CONTENTS
You should rely only on the information
we have provided or incorporated by reference in this prospectus and any prospectus supplement or related free writing prospectus.
We have not authorized anyone to provide any information other than that contained or incorporated by reference in this prospectus,
any prospectus supplement or any related free writing prospectus that we authorize. We take no responsibility for, and can provide
no assurance as to the reliability of, any other information that others may give or make to you. You should assume that
the information appearing in this prospectus is accurate only as of the date on its cover page and that any information previously
filed with the Securities and Exchange Commission (the “SEC”) that is incorporated by reference is accurate only as
of the date such document is incorporated by reference. Our business, financial condition, results of operations and prospects
may have changed since those dates. The selling stockholder is not making an offer to sell these securities in any circumstances
in which the offer or solicitation is unlawful.
You should read both this prospectus and
any prospectus supplement or free writing prospectus together with the additional information described under the headings “Where
You Can Find More Information” and “Information Incorporated by Reference.”
FORWARD-LOOKING
STATEMENTS
Certain statements in this prospectus,
any supplements to this prospectus and other documents that are and will be incorporated into this prospectus constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding new service
and product offerings; future expenses; the performance of our equity affiliate, Charter Communications, Inc. (“Charter”),
and its expectations related to COVID-19 (as defined below); recoverability of goodwill of GCI Liberty, Inc. (now known as
Grizzly Merger Sub 1, LLC as successor by merger, “GCI Liberty”) and other long-lived assets; the Rural Healthcare
Program; the impact of the Alaskan recession; regulatory developments; our projected sources and uses of cash; indebtedness; and
the anticipated non-material impact of certain contingent liabilities related to legal proceedings and other matters arising in
the ordinary course of business. Forward-looking statements inherently involve many risks and uncertainties that could cause actual
results to differ materially from those projected in these statements. Where, in any forward-looking statement, we express
an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to
have a reasonable basis, but such statements necessarily involve risks and uncertainties and there can be no assurance that the
expectation or belief will result or be achieved or accomplished. The following include some but not all of the factors that could
cause actual results or events to differ materially from those anticipated:
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The impact of
the novel coronavirus (“COVID-19”) pandemic and local, state and federal
governmental responses to the pandemic on the economy, including the Alaskan economy,
unemployment levels, our customers, our vendors, and our businesses generally;
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Charter’s
ability to sustain and grow revenue and cash flow from operations by offering Internet,
video, voice, mobile, advertising and other services to residential and commercial customers,
to adequately meet the customer experience demands in its service areas and to maintain
and grow its customer base, particularly in the face of increasingly aggressive competition,
the need for innovation and the related capital expenditures;
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the impact of
competition from other market participants, including but not limited to incumbent telephone
companies, direct broadcast satellite operators, wireless broadband and telephone providers,
digital subscriber line providers, fiber to the home providers, and providers of video
content over broadband Internet connections;
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Charter’s
ability to obtain programming at reasonable prices or to raise prices to offset, in whole
or in part, the effects of higher programming costs (including retransmission consents);
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Charter’s
ability to develop and deploy new products and technologies, including mobile products
and any other consumer services and service platforms;
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any events that
disrupt the networks, information systems or properties of Charter or our wholly owned
subsidiaries, Skyhook Holding, Inc. (“Skyhook”) and GCI Holdings,
LLC (“GCI”), and impair their operating activities or negatively impact
their respective reputation;
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the effects
of governmental regulation on the business of Charter and Skyhook, including costs,
disruptions and possible limitations on Charter’s operating flexibility related
to, and its ability to comply with, regulatory conditions applicable to Charter as a
result of previous mergers;
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general business
conditions, economic uncertainty or downturn, including the impacts of the COVID-19 pandemic
to unemployment levels and the level of activity in the housing sector;
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failure to protect
the security of personal information about the customers of our operating subsidiary
and equity affiliate, subjecting us to costly government enforcement actions or private
litigation and reputational damage;
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changes in,
or failure or inability to comply with, government regulations, including, without limitation,
regulations of the Federal Communications Commission, and adverse outcomes from regulatory
proceedings;
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the ability
to retain and hire key personnel;
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the ability
of suppliers and vendors to deliver products, equipment, software and services;
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the outcome
of any pending or threatened litigation;
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changes in the
nature of key strategic relationships with partners, vendors and joint ventures;
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the availability
and access, in general, of funds to meet debt obligations prior to or when they become
due and to fund operations and necessary capital expenditures, either through (i) cash
on hand, (ii) free cash flow, or (iii) access to the capital or credit markets;
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the ability
of Charter and our company to comply with all covenants in their and our respective debt
instruments, any violation of which, if not cured in a timely manner, could trigger a
default of other obligations under cross-default provisions;
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customer demand
for our products and services and our ability to adapt to changes in demand;
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competitor responses
to our businesses’ products and services
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uncertainties
inherent in the development and integration of new business lines and business strategies;
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future financial
performance, including availability, terms and deployment of capital;
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consumer spending
levels, including the availability and amount of individual consumer debt;
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rapid technological
changes;
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failure to protect
the security of personal information about our and our businesses’ customers; and
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our ability
to successfully monetize certain of our assets.
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For additional risk factors, please see the factors described
in “Risk Factors” as well as those described in Part I, Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A in our Quarterly Report
on Form 10-Q for the quarters ended March 31,
2020 and September 30,
2020, and those described in certain filings of GCI Liberty, including in Part I, Item 1A of GCI Liberty’s
Annual
Report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A in GCI Liberty’s Quarterly
Reports on Form 10-Q for the quarters ended March 31,
2020, June 30,
2020 and September 30,
2020, which are incorporated by reference. Forward-looking statements and such risks, uncertainties and other factors speak
only as of the date of this prospectus, and we expressly disclaim any obligation or undertaking to disseminate any updates or
revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or
any other change in events, conditions or circumstances on which any such statement is based, except as required by applicable
federal securities laws.
THE COMPANY
Liberty Broadband is a Delaware corporation.
During May 2014, the board of directors of Liberty Media Corporation and its subsidiaries authorized management to pursue
a plan to spin-off to its stockholders common stock of a wholly owned subsidiary, Liberty Broadband. The spin-off was completed
on November 4, 2014. Through a number of transactions before and after its spin-off, including the Combination (as defined
below), Liberty Broadband’s ownership in Charter is 29.8% of the outstanding equity of Charter based on outstanding shares of common stock
of Charter as of September 30, 2020. Liberty Broadband completed the Combination with GCI Liberty at 6:01 p.m., Eastern Time, on December 18, 2020 (the “Effective
Time”), whereby it acquired all of the outstanding shares of GCI Liberty in a stock-for-stock merger. Liberty Broadband’s
wholly owned subsidiary, GCI, offers wireless and wireline telecommunication services, data services, video services, and managed
services to customers primarily throughout Alaska.
The principal offices of Liberty Broadband
are located at 12300 Liberty Boulevard, Englewood, Colorado 80112, and its telephone number is (720) 875-5700.
Liberty Broadband also maintains an Internet
site at www.libertybroadband.com. Liberty Broadband’s website and the information contained therein or connected
thereto shall not be deemed to be incorporated herein, and you should not rely on any such information in making an investment
decision.
RISK FACTORS
An investment in the Series C Common
Stock involves risk. Before investing in Series C Common Stock, you should carefully consider the risk factors described
in Part I, Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A in our Quarterly Reports
on Form 10-Q for the quarters ended March 31,
2020 and September 30,
2020, and those described in Part I, Item 1A of GCI Liberty’s Annual
Report on Form 10-K for the year ended December 31, 2019 and Part II, Item 1A in GCI Liberty’s Quarterly
Reports on Form 10-Q for the quarters ended March 31,
2020, June 30,
2020 and September 30,
2020, which are incorporated by reference into this prospectus, and subsequent periodic filings we may make containing updated
disclosures of such factors, together with all the other information included in this prospectus and in the documents we have
incorporated by reference. The occurrence of any of the events described as possible risks in the documents incorporated by reference
could have a material adverse effect on the value of our common stock, including the Series C Common Stock. These
risks are not the only ones facing our company. Additional risks not currently known to us or that we currently deem immaterial
also may impair our business. See “Where to Find More Information.”
USE OF PROCEEDS
The proceeds from the sale of the Shares
offered pursuant to this prospectus are solely for the account of the Selling Stockholder. We will not receive any of the proceeds
from any sale of Shares by the Selling Stockholder. See “Selling Stockholder” and “Plan of Distribution.”
SELLING STOCKHOLDER
Unless the context otherwise requires,
as used in this prospectus, “Selling Stockholder” includes Mr. Maffei and donees, pledgees, permitted transferees
or other successors-in-interest selling shares received after the date of this prospectus in connection with a gift, pledge or
other non-sale related transfer.
This prospectus relates to the reoffer
and resale of shares that may be issued to the Selling Stockholder immediately following the exercise of certain stock options
awarded under the GCI Liberty Transitional Stock Adjustment Plan and the GCI Liberty 2018 Omnibus Incentive Plan and that were
assumed by and converted into stock options of the Registrant on December 18, 2020 in connection with the Registrant’s
acquisition of GCI Liberty, Inc. (the “Combination”).
We are registering the Shares to permit
the Selling Stockholder to resell these Shares when deemed appropriate. The Selling Stockholder may resell all, a portion, or
none of the Shares, at any time and from time to time. The Selling Stockholder may also sell, transfer or otherwise dispose of
some or all of the Shares in transactions exempt from the registration requirements of the Securities Act of 1933, as amended.
We do not know when or in what amounts the Selling Stockholder may offer the Shares for sale under this prospectus. The Selling
Stockholder beneficially owns less than 5% of our outstanding Series C Common Stock.
The following table sets forth with
respect to the Selling Stockholder; (i) the number and percentage of shares of our Series C Common Stock that the
Selling Stockholder beneficially owned as of November 30, 2020 prior to the offering of the Shares (after taking into account shares of Series C Common Stock received at the Effective Time in exchange for his shares of GCI Liberty Series
A common stock, par value $0.01 per share); (ii) the
number of shares of our Series C Common Stock that may be offered for resale for the account of the Selling Stockholder
under this prospectus; and (iii) the number and percentage of shares of our Series C Common Stock to be
beneficially owned by the Selling Stockholder after the offering of the Shares (assuming all of the offered Shares are sold
by the Selling Stockholder).
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Number of Shares
Beneficially
Owned Prior to Offering
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Number of
Shares Being
Registered
for
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Number of Shares
Beneficially
Owned After the Offering
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Name of Selling Stockholder
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Number
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Percent
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Resale
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Number (1)
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Percent
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Gregory B. Maffei
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4,459,856
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2.6
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%
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722,134
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3,737,722
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2.2
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%
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(1)
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Assumes that the Selling Stockholder disposes of all of the Shares covered by this prospectus and does not acquire beneficial
ownership of any additional shares. The registration of these shares does not necessarily mean that the Selling Stockholder
will sell all or any portion of the shares covered by this prospectus.
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PLAN OF DISTRIBUTION
The purpose of this prospectus is to allow
the Selling Stockholder to offer for sale and sell all or a portion of the Shares. The Selling Stockholder may sell the Shares
registered pursuant to this prospectus directly to purchasers or through broker-dealers or agents, who may receive compensation
in the form of discounts, concessions or commissions from the Selling Stockholder or the purchasers. These commissions as to any
particular broker-dealer or agent may be in excess of those customary in the types of transactions involved. Neither we nor the
Selling Stockholder can presently estimate the amount of this compensation.
The Shares offered under this prospectus
may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to
the prevailing market prices, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected
in transactions, which may involve block transactions, on any national securities exchange on which the Series C Common Stock
may be then-listed.
The aggregate proceeds to the Selling Stockholder
from the sale of the shares will be the purchase price of the Shares less discounts and commissions, if any. The Selling Stockholder
reserves the right to accept and, together with his agents from time to time, to reject, in whole or in part, any proposed purchase
of the Shares to be made directly or through agents. We will not receive any of the proceeds from a sale of the Shares by the
Selling Stockholder.
The Selling Stockholder and any broker-dealers
or agents that participate in the sale of the Shares may be deemed to be “underwriters” under the Securities Act.
Any discounts, commissions, concessions or profit they earn on any resale of the Shares may be underwriting discounts and commissions
under the Securities Act. If a Selling Stockholder is an “underwriter” under the Securities Act, the Selling Stockholder
will be subject to the prospectus delivery requirements of the Securities Act.
The Selling Stockholder may enter into
hedging transactions with broker-dealers in connection with distributions of the Shares or otherwise. In such transactions, broker-dealers
may engage in short sales of shares in the course of hedging the positions they assume with the Selling Stockholder. The Selling
Stockholder also may sell shares short and redeliver the shares to close out such short positions. The Selling Stockholder may
enter into option or other transactions with broker-dealers which require the delivery to the broker-dealer of Shares. The broker-dealer
may then resell or otherwise transfer such Shares pursuant to this prospectus.
The Selling Stockholder also may lend or
pledge shares of our Series C Common Stock to a broker-dealer. The broker-dealer may sell the shares so lent, or upon a default
the broker-dealer may sell the pledged shares.
We will bear all costs, expenses and fees
in connection with the registration of the Shares offered hereby. However, the Selling Stockholder will bear any brokerage or
underwriting commissions and similar selling expenses, if any, attributable to the sale of the Shares offered pursuant to this
prospectus.
Any securities covered by this prospectus
which qualify for sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144 of the Securities Act rather
than pursuant to this prospectus.
There can be no assurance that the Selling
Stockholder will sell any or all of the Shares.
LEGAL MATTERS
Certain legal matters with respect to
the validity of the securities that may be sold pursuant to this prospectus have been passed upon for us by Baker Botts L.L.P.,
New York, New York.
EXPERTS
The consolidated financial statements
of Liberty Broadband and subsidiaries, appearing in Liberty Broadband's Annual Report on Form 10-K and incorporated by reference
in GCI Liberty's Annual Report on Form 10-K, as of December 31, 2019 and 2018, and for each of the years in the three-year
period ended December 31, 2019, and management's assessment of the effectiveness of internal control over financial reporting
as of December 31, 2019 have been incorporated by reference herein in reliance upon the reports of KPMG LLP, independent
registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting
and auditing. The audit report covering the December 31, 2019 consolidated financial statements, refers to a change in the
method of accounting for leases at the Company's equity method investee, Charter.
The consolidated financial statements
of Charter and subsidiaries, incorporated by reference in Liberty Broadband's Annual Report on Form 10-K, as of December 31,
2019 and 2018, and for each of the years in the three-year period ended December 31, 2019, have been incorporated by reference
herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and auditing. The audit report covering the December 31,
2019 financial statements refers to a change in the method of accounting for leases.
The consolidated financial statements
of GCI Liberty and subsidiaries, appearing in GCI Liberty's Annual Report on Form 10-K, as of December 31, 2019 and
2018, and for each of the years in the three-year period ended December 31, 2019, and management's assessment of the effectiveness
of internal control over financial reporting as of December 31, 2019 have been incorporated by reference herein in reliance
upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. The audit report covering the December 31, 2019 consolidated
financial statements, refers to a change in the method of accounting for leases. The audit report on the effectiveness of internal
control over financial reporting as of December 31, 2019, expresses KPMG LLP's opinion that GCI Liberty, Inc. and
subsidiaries did not maintain effective internal control over financial reporting as of December 31, 2019 because of the
effect of a material weakness on the achievement of the objectives of the control criteria and contains an explanatory paragraph
that states a material weakness has been identified at GCI Holdings, a wholly-owned subsidiary, and included in management's assessment
related to:
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Insufficient
staffing and training of certain control operators;
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Inadequate
assessment of financial reporting risks, which in turn contributed to reliance on business
process controls that were not designed and operating effectively to adequately mitigate
existing risks;
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Breakdowns
in communication of expectations and prioritization of control execution to certain control
operators;
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Lack of accountability
for effective control operation; and
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Insufficient
monitoring activities to ensure that the components of internal control are present and
functioning.
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As a consequence, the information technology
general controls around access to financially relevant systems were not consistently operating effectively to ensure that access
to data and applications was adequately restricted to appropriate personnel. Additionally, certain business process controls were
not appropriately designed to be responsive to existing risks, nor were they consistently operating effectively.
WHERE YOU CAN FIND
MORE INFORMATION
This prospectus is a part of a registration
statement on Form S-8 that we have filed with the SEC under the Securities Act. As permitted by SEC rules, this prospectus
does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules
we file with the SEC. You may refer to the registration statement, exhibits and schedules for more information about us and the
securities.
We are required to comply with the reporting
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, in accordance with
those requirements, we file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC
maintains a website that contains information we file electronically with the SEC, which you can access over the Internet at http://www.sec.gov.
In addition, our SEC filings and other information about us may also be obtained from our website at www.libertybroadband.com,
although information on our website is not incorporated by reference into and does not constitute a part of this prospectus.
INFORMATION INCORPORATED
BY REFERENCE
The SEC allows us to “incorporate
by reference” information into this prospectus, which means that we can disclose important information to you by referring
you to other documents. The information incorporated by reference is an important part of this prospectus and is deemed to be
part of this prospectus, except for any information superseded by this prospectus or any other document incorporated by reference
into this prospectus. The following documents, previously filed with the SEC by the Registrant pursuant to the Exchange Act (other
than any report or portion thereof furnished or deemed furnished under any Current Report on Form 8-K) are incorporated by
reference herein:
Liberty Broadband SEC Filings:
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Annual Report
on Form 10-K for the year ended December 31, 2019, as filed with the SEC on
February 3,
2020;
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Quarterly Reports
on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 1,
2020, the quarter ended June 30, 2020 filed with the SEC on July 31,
2020, and the quarter ended September 30, 2020, filed with the SEC on November 4,
2020;
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Current Reports
on Form 8-K filed with the SEC on March 3,
2020, May 22,
2020, August 6,
2020, August 7,
2020, August 18,
2020, September 29,
2020, November 24,
2020, December 14,
2020, December 16,
2020 and December 22, 2020 (other than the portions of those documents not
deemed to be filed pursuant to the rules promulgated under the Exchange Act); and
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GCI Liberty SEC Filings:
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Annual Report
on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 27,
2020;
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Quarterly Reports
on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 7,
2020, the quarter ended June 30, 2020, filed with the SEC on August 10,
2020, and the quarter ended September 30, 2020, filed with the SEC on November 5,
2020; and
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Current Reports
on Form 8-K filed with the SEC on May 22,
2020, August 6,
2020, August 7,
2020, August 18,
2020, September 29,
2020, October 20,
2020, November 6,
2020, November 17,
2020, November 19,
2020, November 24,
2020, December 2,
2020, December 14,
2020, December 16,
2020 and December 22, 2020 (other than the portions of those documents
not deemed to be filed pursuant to the rules promulgated under the Exchange Act).
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All documents subsequently filed by the
Registrant with the SEC pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than any report or
portion thereof furnished or deemed furnished under any Current Report on Form 8-K) prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from
their respective dates of filing (such documents, and the document enumerated above, being hereinafter referred to as “Incorporated
Documents”); provided, however, that the documents enumerated above or subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration
Statement is in effect prior to the filing with the SEC of the Registrant’s Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this Registration Statement or be a part hereof from
and after the filing of such Annual Report on Form 10-K.
Any statement contained in this Registration
Statement, in an amendment hereto or in an Incorporated Document shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration
Statement or in any subsequently Incorporated Document modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Documents incorporated by reference into
this prospectus are available from us, without charge, excluding all exhibits unless specifically incorporated by reference in
the documents. You may obtain documents incorporated by reference into this prospectus by writing to us at the following address
or by calling us at the telephone number listed below:
Liberty Broadband Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
Attention: Investor Relations
(720) 875-5700
https://ir.libertybroadband.com/contact-us
We have not authorized anyone to provide
you with any information other than that contained or incorporated by reference into this prospectus, any accompanying prospectus
or in any free writing prospectus prepared by or on behalf of us or to which we have referred you and take no responsibility for,
and can provide no assurance as to the reliability of, any other information that others may give you. We are not making an offer
of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus
or any prospectus supplement is accurate as of any date other than the date on the front page of those documents.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed
with the Securities and Exchange Commission (the “Commission”) by the Registrant pursuant to the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) (other than any report or portion thereof furnished or deemed furnished
under any Current Report on Form 8-K) are incorporated herein by reference.
(i) Annual Report on Form 10-K
for the year ended December 31, 2019, filed by the Registrant on February 3, 2020.
(ii) The GCI 401(k) Plan’s
Annual Report on Form 11-K for the year ended December 31, 2019, filed by GCI Liberty, Inc. on June 24, 2020;
(iii) Quarterly Reports on Form 10-Q
for the quarter ended March 31, 2020, filed by the Registrant on May 1, 2020, for the quarter ended June 30, 2020, filed by the Registrant on July 31, 2020, and for the quarter ended September 30, 2020, filed by the Registrant on November 4, 2020.
(iv) Current Reports on Form 8-K,
filed by the Registrant on March 3,
2020, May 22,
2020, August 6,
2020, August 7,
2020, September 29,
2020, November 24,
2020, December 14, 2020, December 16, 2020 and December 22, 2020 (other than documents or portions of those
documents deemed to be furnished but not filed).
(v) The description of the
Registrant’s Series C common stock, par value $0.01 per share, contained in Exhibit 4.7
to the Registrant’s Annual Report on Form 10-K filed under the Exchange Act on February 3, 2020, and any
amendment or report filed for the purpose of updating such description.
In addition, we also incorporate by reference
into this prospectus the following documents, previously filed with the Commission by GCI Liberty pursuant to the Exchange Act
(other than any report or portion thereof furnished or deemed furnished under any Current Report on Form 8-K):
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Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 27, 2020;
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Quarterly Reports on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 7, 2020, the quarter ended June 30, 2020, filed with the SEC on August 10, 2020, and the quarter ended September 30, 2020, filed with the SEC on November 5, 2020; and
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Current Reports on Form 8-K filed with the SEC on May 22, 2020, August 6, 2020, August 7, 2020, August 18, 2020, September 29, 2020, October 20, 2020, November 6, 2020, November 17, 2020, November 19, 2020, November 24, 2020, December 2, 2020, December 14, 2020, December 16, 2020 and December 22, 2020 (other than the portions of those documents not deemed to be filed pursuant to the rules promulgated
under the Exchange Act).
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All documents subsequently filed by the
Registrant with the Commission pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than any report
or portion thereof furnished or deemed furnished under any Current Report on Form 8-K) prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and made a part hereof from
their respective dates of filing (such documents, and the document enumerated above, being hereinafter referred to as “Incorporated
Documents”); provided, however, that the documents enumerated above or subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the offering made by this Registration Statement
is in effect prior to the filing with the Commission of the Registrant’s Annual Report on Form 10-K covering such year
shall not be Incorporated Documents or be incorporated by reference in this Registration Statement or be a part hereof from and
after the filing of such Annual Report on Form 10-K.
Any statement contained in this Registration
Statement, in an amendment hereto or in an Incorporated Document shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration
Statement or in any subsequently Incorporated Document modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
The following description of the Registrant’s
Series B common stock is a summary and does not purport to be complete. It is subject to and qualified in its entirety by
reference to the Registrant’s Restated Certificate of Incorporation (the “charter”), which is Exhibit 3.1
to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed February 3, 2020,
and is incorporated by reference herein. We encourage you to read the charter and the applicable provisions of the Delaware General
Corporation Law for additional information.
Authorized Capital Stock
The Registrant’s authorized capital
stock consists of one billion sixty-eight million seven hundred fifty thousand (1,068,750,000) shares, of which one billion eighteen
million seven hundred and fifty thousand (1,018,750,000) shares are designated common stock, par value $0.01 per share, and fifty
million (50,000,000) shares are designated preferred stock, par value $0.01 per share. The common stock is divided into three series.
The Registrant has five hundred million (500,000,000) shares of Series A common stock, par value $0.01 per share (“Series A
common stock”), eighteen million seven hundred and fifty thousand (18,750,000) shares of Series B common stock, and
five hundred million (500,000,000) shares of Series C common stock authorized. With respect to the preferred stock, seven
million three hundred thousand (7,300,000) shares are designated as Preferred Stock, and forty-two million seven hundred thousand
(42,700,000) shares are undesignated as to series.
Liberty Broadband's
Common Stock
The holders of
Series A common stock, Series B common stock and Series C common stock have equal rights, powers and privileges,
except as otherwise described below.
Voting Rights
The holders of
Series A common stock are entitled to one vote for each share held, and the holders of Series B common stock are entitled
to ten votes for each share held, on all matters voted on by the Registrant’s stockholders, including elections of directors.
The holders of Series C common stock are not entitled to any voting powers, except as required by Delaware law. When the vote
or consent of holders of Series C common stock is required by Delaware law, the holders of Series C common stock will
be entitled to 1/100th of a vote for each share held.
Except as otherwise
required by Delaware law, the charter or the terms of any series of preferred stock, the holders of shares of Series A common
stock, Series B common stock, and each series of preferred stock that is designated as a voting security (which includes the
Preferred Stock) will vote as one class with respect to the election of directors and with respect to all other matters to be voted
on by the stockholders, and no separate class or series vote or consent of the holders of shares of any class or series of capital
stock will be required for the approval of any such matter.
The charter does
not provide for cumulative voting in the election of directors.
Dividends; Liquidation
Subject to any
preferential rights of any outstanding series of the Registrant’s preferred stock created by the Registrant’s Board
of Directors (the “Board”) from time to time, the holders of the Registrant’s common stock will be entitled to
such dividends as may be declared from time to time by the Board from funds available therefor. Except as otherwise described under
“—Distributions,” whenever a dividend is paid to the holders of one series of common stock, the Registrant will
also pay to the holders of the other series of its common stock an equal per share dividend.
Conversion
Each share of Series B
common stock is convertible, at the option of the holder, into one share of Series A common stock. The Series A common
stock, Series C common stock and Preferred Stock are not convertible into shares of any other series of the Registrant’s
capital stock.
In addition, at
any time that the Registrant has outstanding less than 20% of the total number of shares of Series B common stock issued in
the spin-off of the Registrant by Liberty Media Corporation to its stockholders in November 2014, each outstanding share of
Series B common stock may be automatically converted into one share of Series A common stock at the option of the Board.
Distributions
Subject to the
exception provided below, distributions made in shares of Series A common stock, Series B common stock, Series C
common stock or any other security with respect to the Series A common stock, Series B common stock or Series C
common stock may be declared and paid only as follows:
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a share distribution (1) consisting of shares of Series C common stock (or securities convertible therefor) to holders
of Series A common stock, Series B common stock and Series C common stock, on an equal per share basis; or (2) consisting
of (x) shares of Series A common stock (or securities convertible therefore other than, for the avoidance of doubt, shares
of Series B common stock) to holders of Series A common stock, on an equal per share basis, (y) shares of Series B
common stock (or securities convertible therefor) to holders of Series B common stock, on an equal per share basis, and (z) shares
of Series C common stock (or securities convertible therefor) to holders of Series C common stock, on an equal per share
basis; or
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a share distribution consisting of any class or series of securities of the Registrant or any other person, other than Series A
common stock, Series B common stock or Series C common stock (or securities convertible therefor) on the basis of a distribution
of (1) identical securities, on an equal per share basis, to holders of Series A common stock, Series B common stock
and Series C common stock; or (2) separate classes or series of securities, on an equal per share basis, to holders of
each such shares of the Registrant’s common stock; or (3) a separate class or series of securities to the holders of
one or more series of the Registrant’s common stock and, on an equal per share basis, a different class or series of securities
to the holders of all other series of the Registrant’s common stock, provided that, in the case of (2) or (3) above,
the securities so distributed do not differ in any respect other than their relative voting rights and related differences in designation,
conversion and share distribution provisions, with the holders of shares of Series B common stock receiving securities of
the class or series having the highest relative voting rights and the holders of shares of each other series of common stock receiving
securities of the class or series having lesser relative voting rights, and provided further that, if different classes or series
of securities are being distributed to holders of Series A common stock and Series C common stock, then such securities
shall be distributed either as determined by the Board or such that the relative voting rights of the securities of the class or
series of securities to be received by the holders of Series A common stock and Series C common stock corresponds, to
the extent practicable, to the relative voting rights of each such series of the Registrant’s common stock.
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Reclassification
The Registrant
may not reclassify, subdivide or combine any series of its common stock without reclassifying, subdividing or combining the other
series of its common stock, on an equal per share basis.
Liquidation
and Dissolution
In the event of
the liquidation, dissolution or winding up of Liberty Broadband, after payment or provision for payment of the debts and liabilities
of the Registrant and subject to the prior payment in full of any preferential amounts to which the preferred stock holders of
the Registrant may be entitled, the holders of Series A common stock, Series B common stock and Series C common
stock will share equally, on a share for share basis, in the Registrant’s assets remaining for distribution to the holders
of its common stock.
Blank Check
Preferred Stock
The charter authorizes
the Board to establish one or more series of preferred stock and to determine, with respect to any series of preferred stock, the
terms and rights of the series, including:
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the designation of the series;
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the number of authorized shares of the series, which number the Board may subsequently increase or decrease but not below the
number of such shares of such series of preferred stock then outstanding;
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the dividend rate or amounts, if any, payable on the shares and, in the case of cumulative dividends, the date or dates from
which dividends on all shares of the series will be cumulative and the relative preferences or rights of priority or participation
with respect to such dividends;
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the rights of the series in the event of the Registrant’s voluntary or involuntary liquidation, dissolution or winding
up and the relative preferences or rights of priority of payment;
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the rights, if any, of holders of the series to convert into or exchange for other classes or series of stock or indebtedness
and the terms and conditions of any such conversion or exchange, including provision for adjustments within the discretion of the
Board;
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the voting rights, if any, of the holders of the series;
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the terms and conditions, if any, for the Registrant to purchase or redeem the shares of the series; and
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any other relative rights, preferences and limitations of the series.
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The Registrant
believes that the ability of the Board to issue one or more series of its preferred stock will provide it with flexibility in structuring
possible future financings and acquisitions, and in meeting other corporate needs that might arise. The authorized shares of preferred
stock, as well as shares of common stock, will be available for issuance without further action by stockholders, unless such action
is required by applicable law or the rules of any stock exchange or automatic quotation system on which the Registrant’s
securities may be listed or traded.
Although the Registrant
has no intention at the present time of doing so, following the combination it could issue a series of preferred stock that could,
depending on the terms of such series, impede the completion of a merger, tender offer or other takeover attempt. The Board will
make any determination to issue such shares based upon its judgment as to the best interests of the Registrant’s stockholders.
The Board, in so acting, could issue preferred stock having terms that could discourage an acquisition attempt through which an
acquirer may be able to change the composition of the Board, including a tender offer or other transaction that some, or a majority,
of stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over
the then-current market price of the stock.
Other
Provisions of Liberty Broadband's Certificate of Incorporation
Board
of Directors
The Registrant’s
charter provides that, subject to any rights of the holders of any series of preferred stock to elect additional directors, the
number of directors will not be less than three and the exact number will be fixed from time to time by a resolution of the Board.
The members of the Board, other than those who may be elected by holders of any then-outstanding preferred stock, will be divided
into three classes. Each class will consist, as nearly as possible, of a number of directors equal to one-third of the then authorized
number of Liberty Broadband Board members. The terms of the Class I, II and III directors who are in office as of the
date of this Registration Statement on Form S-8 will expire at the annual meeting of stockholders to be held in 2021, 2022
and 2023, respectively. At each annual meeting of stockholders, the successors of that class of directors whose term expires at
that meeting will be elected to hold office for a term expiring at the annual meeting of stockholders to be held in the third year
following the year of their election. The directors of each class will hold office until the expiration of the term of such class
and their respective successors are elected and qualified or until such director's earlier death, resignation or removal.
The Registrant’s
charter provides that, subject to the rights of the holders of any series of preferred stock, directors may be removed from office
only for cause upon the affirmative vote of the holders of at least a majority of the total voting power of outstanding capital
stock entitled to vote on such matter voting together as a single class.
The Registrant’s
charter provides that, subject to the rights of the holders of any series of preferred stock, vacancies on the Board resulting
from death, resignation, removal, disqualification or other cause, and newly created directorships resulting from any increase
in the number of directors on the Board, will be filled only by the affirmative vote of a majority of the remaining directors then
in office (even though less than a quorum) or by the sole remaining director. Any director so elected shall hold office for the
remainder of the full term of the class of directors in which the vacancy occurred or to which the new directorship is assigned,
and until that director's successor will have been elected and qualified or until such director's earlier death, resignation or
removal. No decrease in the number of directors constituting the Board will shorten the term of any incumbent director, except
as may be provided in any certificate of designation with respect to a series of preferred stock with respect to any additional
director elected by the holders of that series of preferred stock.
These provisions
would preclude a third party from removing incumbent directors and simultaneously gaining control of the Board by filling the vacancies
created by removal with its own nominees. Under the classified board provisions described above, it would take at least two elections
of directors for any individual or group to gain control of the Board. Accordingly, these provisions could discourage a third party
from initiating a proxy contest, making a tender offer or otherwise attempting to gain control of the Registrant.
Corporate
Opportunity
The Registrant’s
charter acknowledges that Registrant may have overlapping directors and officers with other entities that compete with its businesses
and that Registrant may engage in material business transactions with such entities. The Registrant has renounced its rights to
certain business opportunities and the Registrant’s charter provides that no director or officer of the Registrant will breach
their fiduciary duty and therefore be liable to Registrant or its stockholders by reason of the fact that any such individual directs
a corporate opportunity to another person or entity (including Qurate Retail, Inc., Liberty Media Corporation or Liberty TripAdvisor
Holdings, Inc.) instead of the Registrant, or does not refer or communicate information regarding such corporate opportunity
to the Registrant, unless (x) such opportunity was expressly offered to such person solely in his or her capacity as a director
or officer of the Registrant or as a director or officer of any of the Registrant’s subsidiaries, and (y) such opportunity
relates to a line of business in which the Registrant or any of its subsidiaries is then directly engaged.
Limitation
on Liability and Indemnification
To the fullest
extent permitted by Delaware law, the Registrant’s directors are not liable to the Registrant or any of its stockholders
for monetary damages for breaches of fiduciary duties as a director. In addition, the Registrant indemnifies, to the fullest extent
permitted by applicable law, any person involved in any suit or action by reason of the fact that such person is a director or
officer of the company or, at the Registrant’s request, a director, officer, employee or agent of another corporation or
entity, against all liability, loss and expenses incurred by such person. The Registrant will pay expenses of a director or officer
in defending any proceeding in advance of its final disposition, provided that such payment is made upon receipt of an undertaking
by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is
not entitled to indemnification.
No
Stockholder Action by Written Consent; Special Meetings
The Registrant’s
charter provides that, except as provided in the terms of any series of preferred stock, any action required to be taken or which
may be taken at any annual or special meeting of the stockholders may not be taken without a meeting and may not be effected by
any consent in writing by such holders. Except as otherwise required by law and subject to the rights of the holders of any series
of preferred stock, special meetings of stockholders for any purpose or purposes may be called only by the Secretary (i) upon
the written request of the holders of not less than 66 2/3% of the total voting power of the then outstanding shares of the
Series A common stock, Series B common stock, Preferred Stock and, if applicable, any other preferred stock, entitled
to vote thereon or (ii) at the request of at least 75% of the members of the Board then in office.
The Registrant’s
charter provides that, subject to the rights of the holders of any series of preferred stock, the affirmative vote of the holders
of at least 66 2/3% of the aggregate voting power of the outstanding capital stock entitled to vote on such matter, voting
together as a single class, is required to adopt, amend or repeal any provision of the Registrant’s charter or to add or
insert any provision in the Registrant’s charter, provided that the foregoing enhanced voting requirement will not apply
to any adoption, amendment, repeal, addition or insertion (1) as to which Delaware law does not require the consent of stockholders
or (2) which has been approved by at least 75% of the members of the Board then in office. The Registrant’s charter
further provides that the affirmative vote of the holders of at least 66 2/3% of the aggregate voting power of the outstanding
capital stock entitled to vote on such matter, voting together as a single class, is required to adopt, amend or repeal any provision
of the bylaws, provided that the Board may adopt, amend or repeal the bylaws by the affirmative vote of not less than 75% of the
members of the Board then in office.
With certain limited
exceptions, the holders of Preferred Stock will be entitled to consent rights over certain amendments to the certificate of designations
with respect to the Preferred Stock that would have an adverse effect on the powers, preferences or rights of the Preferred Stock.
Supermajority
Voting Provisions
In addition to
the supermajority voting provisions discussed under “—Amendments” above, The Registrant’s charter provides
that, subject to the rights of the holders of any series of preferred stock, the affirmative vote of the holders of at least 66 2/3%
of the aggregate voting power of the outstanding capital stock entitled to vote on such matter, voting together as a single class,
is required for:
• the merger or consolidation
of the Registrant with or into any other corporation, provided, that the foregoing voting provision will not apply to any such
merger or consolidation (1) as to which the laws of the State of Delaware, as then in effect, do not require the consent of
the Registrant’s stockholders, or (2) that at least 75% of the members of the Board then in office have approved;
• the sale, lease or
exchange of all, or substantially all, of the Registrant’s assets, provided, that the foregoing voting provisions will not
apply to any such sale, lease or exchange that at least 75% of the members of the Board then in office have approved; or
• the Registrant’s
dissolution, provided, that the foregoing voting provision will not apply to such dissolution if at least 75% of the members of
the Board then in office have approved such dissolution.
Section 203
of the General Corporation Law of the State of Delaware
Section 203
of the DGCL restricts certain transactions between a Delaware corporation and an “interested stockholder.” An “interested
stockholder” for this purpose generally is a stockholder who is directly or indirectly a beneficial owner of 15% or more
of the outstanding voting power of a Delaware corporation. This provision prohibits certain business combinations between an interested
stockholder including certain related persons and a corporation for a period of three years after the date on which the stockholder
became an interested stockholder, unless: (1) prior to the time that a stockholder became an interested stockholder, either
the business combination or the transaction which resulted in the stockholder becoming an interested stockholder is approved by
the corporation's board of directors, (2) the interested stockholder acquired at least 85% of the voting power of the corporation
in the transaction in which the stockholder became an interested stockholder, or (3) the business combination is approved
by a majority of the board and the affirmative vote of the holders of 66 2/3% of the outstanding voting power of the shares
not owned by the interested stockholder at or subsequent to the time that the stockholder became an interested stockholder. The
Registrant is subject to Section 203.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General
Corporation Law (“DGCL”) provides, generally, that a corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (except actions
by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent
of the corporation against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful. A corporation may similarly indemnify such person for expenses
actually and reasonably incurred by such person in connection with the defense or settlement of any action or suit by or in the
right of the corporation, provided that such person acted in good faith and in a manner he or she reasonably believed to
be in or not opposed to the best interests of the corporation, and, in the case of claims, issues and matters as to which such
person shall have been adjudged liable to the corporation, provided that a court shall have determined, upon application,
that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper.
Section 102(b)(7) of the DGCL
provides, generally, that the certificate of incorporation may contain a provision eliminating or limiting the personal liability
of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided
that such provision may not eliminate or limit the liability of a director (i) for any breach of the director’s duty
of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under section 174 of Title 8 of the DGCL, or (iv) for any transaction
from which the director derived an improper personal benefit. No such provision may eliminate or limit the liability of a director
for any act or omission occurring prior to the date when such provision became effective.
Article V, Section E of the Restated
Certificate of Incorporation (the “Charter”) of the Registrant provides as follows:
1. Limitation On Liability. To the
fullest extent permitted by the DGCL as the same exists or may hereafter be amended, a director of the Registrant will not be liable
to the Registrant or any of its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification
of this paragraph 1 will be prospective only and will not adversely affect any limitation, right or protection of a director of
the Registrant existing at the time of such repeal or modification.
2. Indemnification.
(a) Right to Indemnification.
The Registrant will indemnify, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended,
any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she, or a person
for whom he or she is the legal representative, is or was a director or officer of the Registrant or is or was serving at the request
of the Registrant as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise
or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses
(including attorneys’ fees) incurred by such person. Such right of indemnification will inure whether or not the claim asserted
is based on matters which antedate the adoption of Article V, Section E of the Charter. The Registrant will be required
to indemnify or make advances to a person in connection with a proceeding (or part thereof) initiated by such person only if the
proceeding (or part thereof) was authorized by the board of directors of the Registrant.
(b) Prepayment of Expenses.
The Registrant will pay the expenses (including attorneys’ fees) incurred by a director or officer in defending any proceeding
in advance of its final disposition; provided, however, that the payment of expenses incurred by a director or officer in advance
of the final disposition of the proceeding will be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under
this paragraph or otherwise.
(c) Claims. If a claim for indemnification
or payment of expenses under this paragraph is not paid in full within 60 days after a written claim therefor has been received
by the Registrant, the claimant may file suit to recover the unpaid amount of such claim and, if successful, will be entitled to
be paid the expense (including attorney’s fees) of prosecuting such claim to the fullest extent permitted by Delaware law.
In any such action the Registrant will have the burden of proving that the claimant was not entitled to the requested indemnification
or payment of expenses under applicable law.
(d) Non-Exclusivity of Rights.
The rights conferred on any person by this paragraph will not be exclusive of any other rights which such person may have or hereafter
acquire under any statute, provision of the Charter, the bylaws of the Registrant, agreement, vote of stockholders or resolution
of disinterested directors or otherwise.
(e) Other Indemnification. The
Registrant’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity will be reduced by any amount
such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit
entity.
3. Amendment or Repeal. Any amendment,
modification or repeal of the foregoing provisions of Article V, Section E of the Charter will not adversely affect any
right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, modification
or repeal.
The Registrant’s Amended and Restated
Bylaws provide indemnification that is similar to the indemnification in the Charter.
The Registrant has also entered into indemnification
agreements with its directors and officers. The indemnification agreements are intended to provide indemnification to the fullest
extent permitted by law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
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Description
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4.1
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Specimen Certificate for shares of Series C common stock, par value $0.01 per share of the Registrant (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 25, 2014 (File No. 333-197619) (the “S-1”)).
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4.2
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Specimen Certificate for shares of Series B common stock, par value $0.01 per share of the Registrant (incorporated by reference to Exhibit 4.2 to the S-1).
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5.1
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Opinion of Baker Botts L.L.P. as to the legality of the securities being registered.
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5.2
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IRS
Determination Letter for the GCI 401(k) Plan (incorporated by reference to Exhibit 5.1 to the Registrant’s
Registration Statement on Form S-8 filed with the Commission on March 1, 2018 (File No. 333-223325) (the
“GCI 401(k) Plan S-8”)).
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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 KPMG LLP (with respect to GCI 401(k) Plan 11-K).
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23.5
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Consent of Baker Botts L.L.P. (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature pages attached hereto).
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99.1
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GCI Liberty, Inc. Transitional Stock Adjustment Plan (incorporated by reference to Exhibit 99.1 to GCI Liberty, Inc.’s Registration Statement on Form S-8 filed on March 15, 2018 (File No. 333-223667)).
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99.2
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Form of GCI 401(k) Plan (incorporated by reference to Exhibit 99.1 to the GCI 401(k) Plan S-8).
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99.3
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Adoption Agreement for GCI 401(k) Plan (incorporated by reference to Exhibit 99.2 to the GCI 401(k) Plan S-8).
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99.4
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Amendment to Adoption Agreement for GCI 401(k) Plan (incorporated by reference to Exhibit 99.3 to the GCI 401(k) Plan S-8).
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99.5
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GCI Liberty, Inc. 2018 Omnibus Incentive Plan (incorporated by reference to Annex A to GCI Liberty’s Proxy Statement on Schedule 14A filed on May 22, 2018 (File No. 001-38385)).
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Item 9. Undertakings.
(a) The Registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in this registration statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such
information in this registration statement;
Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
(2) That, for the purposes of determining
any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means
of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Englewood, State of Colorado, on December 22, 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, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, State of Colorado,
on December 22, 2020.
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GCI 401(k) PLAN
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By:
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/s/ Susan Varra
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Name:
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Susan Varra
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Title:
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Plan Committee Member
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Renee L. Wilm, Craig Troyer, Brittany A. Uthoff and Katherine C.
Jewell as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or
her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority
to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents,
or either of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the
dates indicated.
Name
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Title
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Date
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/s/ John C. Malone
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John C. Malone
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Chairman of the Board and Director
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December 22, 2020
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/s/ Gregory B. Maffei
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Director, Chief Executive Officer and
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December 22, 2020
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Gregory B. Maffei
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President (Principal Executive Officer)
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/s/ Brian J. Wendling
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Brian J. Wendling
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Chief Accounting Officer and Principal Financial Officer (Principal Financial and Principal Accounting Officer)
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December 22, 2020
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/s/ Gregg L. Engles
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Gregg L. Engles
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Director
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December 22, 2020
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/s/ Julie D. Frist
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Julie D. Frist
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Director
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December 22, 2020
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/s/ Richard R. Green
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Richard R. Green
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Director
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December 22, 2020
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/s/ Sue Ann Hamilton
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Sue Ann Hamilton
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Director
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December 22, 2020
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/s/ J. David Wargo
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J. David Wargo
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Director
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December 22, 2020
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/s/ John E. Welsh III
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John E. Welsh III
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Director
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December 22, 2020
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