M&A - Liberty Broadband Corp

Form Type: 425

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000110465925015203

Filing Summary: On February 19, 2025, Liberty Broadband Corporation reported on the ongoing merger process with Charter Communications, following the Agreement and Plan of Merger entered into on November 12, 2024. This merger will result in Liberty Broadband becoming a wholly owned subsidiary of Charter. The merger is subject to standard conditions outlined in the Merger Agreement. Liberty Broadband and Charter have received demand letters from purported stockholders and are facing lawsuits alleging violations of federal securities laws. Despite these challenges, both companies maintain that the claims are without merit. Supplemental disclosures related to the merger agreement have been provided to mitigate potential delays caused by the legal matters. Additionally, updates regarding the financial evaluations and implications of the merger, including NAV calculations and projections, were discussed. The filing also references prior regulatory submissions and joint proxy statements that have already been disclosed to stockholders.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Merger

Type: Update

Accession Number: 000110465925015199

Filing Summary: On February 19, 2025, Liberty Broadband Corporation disclosed developments regarding the Merger Agreement entered on November 12, 2024, which involves the merger of Liberty Broadband with Charter Communications. This merger will see Liberty Broadband surviving as a wholly-owned subsidiary of Charter's subsidiary, Fusion Merger Sub 1, LLC. Following the primary merger, Liberty Broadband will merge into Fusion Merger Sub 2, Inc., which is also a subsidiary of Charter. As part of the preparation for this merger, a registration statement was filed with the SEC on December 13, 2024, and a joint proxy statement/prospectus was mailed to stakeholders on January 22, 2025. The report also elaborated on legal challenges faced from stockholders of both Liberty Broadband and Charter concerning the disclosures made in the joint proxy statement, which they allege were inadequate. Both companies refute these claims and assert that no further disclosures are legally required, but they plan to provide supplemental information to mitigate potential delays or complications related to the merger. The document also includes various financial analyses and projections related to the merger, including the valuation of stocks and adjustments to net asset values, as well as pro forma analyses of share prices and potential impacts on free cash flow post-merger.

Document Link: View Document

Form Type: 425

Filing Date: 2025-01-22

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925005280

Filing Summary: Liberty Broadband Corporation announced the scheduling of a virtual special meeting for its Series A, B, C common stock and Series A cumulative redeemable preferred stock holders to vote on a proposal regarding the merger agreement with Charter Communications, Inc., dated November 12, 2024. The meeting is set for February 26, 2025. Stockholders will vote on adopting the merger plan that would combine Liberty Broadband with Charter. The completion of the transaction is projected for June 30, 2027, pending necessary conditions including the divestiture of Liberty Broadband’s GCI, LLC business. Detailed information on the transaction, including voting procedures, was shared, along with access to virtual meeting details and resources for stockholders to obtain further information through SEC filings. In addition, it was noted that Liberty Broadband has significant investments in communications operations, particularly through its subsidiary GCI which services communities in Alaska.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-01-22

Corporate Action: Merger

Type: New

Accession Number: 000110465925005279

Filing Summary: On January 22, 2025, Liberty Broadband Corporation announced a virtual special meeting for holders of Series A, B, C common stock and Series A Cumulative Redeemable preferred stock scheduled for February 26, 2025. The meeting's purpose is to consider and vote on a proposal to approve the adoption of the Agreement and Plan of Merger, dated November 12, 2024, involving Liberty Broadband, Charter Communications, Inc., and their subsidiaries. This merger will facilitate the combination of Liberty Broadband with Charter Communications. The filing is made in compliance with public disclosure requirements under Regulation FD.

Document Link: View Document

Form Type: DEFM14A

Filing Date: 2025-01-22

Corporate Action: Merger

Type: New

Accession Number: 000114036125001609

Filing Summary: Liberty Broadband Corporation and Charter Communications, Inc. are proposing a merger in which Charter will acquire Liberty Broadband. The merger involves two stages: first, the merger of Fusion Merger Sub 2, Inc. into Liberty Broadband, with Liberty Broadband surviving and becoming a wholly owned subsidiary of Charter; next, Liberty Broadband will merge into Fusion Merger Sub 1, LLC, which will also remain a subsidiary of Charter. Each share of Liberty Broadband common stock will be converted into 0.236 shares of Charter Class A common stock. Furthermore, holders of Liberty Broadband Series A cumulative redeemable preferred stock will receive one share of newly issued Charter Series A cumulative redeemable preferred stock. Cash will be paid for fractional shares. The agreement is subject to stockholder approval from both companies, with special meetings scheduled for February 26, 2025. The transaction could significantly alter ownership structures, with former Liberty Broadband stockholders expected to own approximately 23% of the Charter Class A common stock post-merger. A voting agreement has been signed by key shareholders including John C. Malone and Gregory B. Maffei to support the merger. The document emphasizes the importance of stockholder votes and outlines the risks associated with the merger process.

Document Link: View Document

Form Type: PRER14A

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000114036125001417

Filing Summary: Liberty Broadband Corporation has proposed a merger with Charter Communications, Inc. as outlined in a joint proxy statement/prospectus. The agreement, made on November 12, 2024, will result in Charter acquiring Liberty Broadband through a two-step merger process. Initially, Fusion Merger Sub 2, Inc., a subsidiary of Charter, will merge with Liberty Broadband, making Liberty Broadband an indirect wholly-owned subsidiary of Charter. Following this, Liberty Broadband will merge into Fusion Merger Sub 1, LLC, which will survive as a subsidiary of Charter. The merger consideration involves converting Liberty Broadband common stock into Charter Class A common stock based on an exchange ratio of 0.236, with specific provisions for preferred stock holders. The merger requires approval from stockholders at special meetings scheduled for February 26, 2025, where various proposals regarding the merger will be voted on. The document urges holders to vote, stressing the importance of participation and outlining the expected ownership distribution post-merger. No fee is required for this preliminary proxy statement. Risks and detailed descriptions of the merger agreement are also provided in the accompanying documents.

Document Link: View Document

Form Type: PRER14A

Filing Date: 2025-01-10

Corporate Action: Merger

Type: New

Accession Number: 000114036125000778

Filing Summary: On January 10, 2025, Liberty Broadband Corporation filed a preliminary proxy statement outlining the proposed merger with Charter Communications, Inc. The merger agreement, which was initially entered into on November 12, 2024, involves Charter acquiring Liberty Broadband. The merger will see Liberty Broadband’s common and preferred stock converted into shares of Charter's Class A common stock and newly issued preferred stock, respectively, based on specified exchange ratios. Approval from stockholders of both companies is required, and special meetings will be held to vote on the merger agreement and related proposals. Notably, specific voting agreements have been secured from key stakeholders. The document emphasizes the importance of stockholder participation and outlines the potential tax implications of the merger.

Document Link: View Document