Liberty Broadband Corporation Announces Proposed Private Offering of Exchangeable Senior Debentures
21 Febbraio 2023 - 12:58PM
Business Wire
Liberty Broadband Corporation (“Liberty Broadband”) (NASDAQ:
LBRDA, LBRDK, LBRDP) announced today that it intends to offer
$1,100 million aggregate original principal amount of exchangeable
senior debentures due 2053 (the “Debentures”), exchangeable for
Charter Communications, Inc. (“Charter”) Class A common stock, in a
private offering (or up to $1,265 million aggregate original
principal amount of Debentures if the initial purchasers for the
offering exercise in full their option to purchase additional
Debentures). The Debentures will be exchangeable at the option of
holders during specified periods. Upon an exchange of Debentures,
Liberty Broadband, at its option, may deliver shares of Charter
Class A common stock or the value thereof in cash or any
combination of shares of Charter Class A common stock and cash.
Liberty Broadband intends to use the net proceeds of the
offering, together with existing cash on hand and/or borrowings
under the margin loan agreement of Liberty Broadband’s indirect,
wholly-owned special purpose entity, to repurchase any and all of
the outstanding 1.75% Exchangeable Senior Debentures due 2046 of
Grizzly Merger Sub 1, LLC, Liberty Broadband’s wholly owned
subsidiary, Liberty Broadband’s outstanding 2.75% Exchangeable
Senior Debentures due 2050 and its 1.25% Exchangeable Senior
Debentures due 2050, and for general corporate purposes.
The offering of the Debentures will not be registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any
state securities laws and, unless so registered, may not be offered
or sold in the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws. The
Debentures will be offered by means of an offering memorandum
solely to “Qualified Institutional Buyers” pursuant to, and as that
term is defined in, Rule 144A of the Securities Act.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the Debentures nor shall there be
any sale of Debentures in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state.
Forward-Looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements relating to the intended launch of a
private offering of Debentures and the use of proceeds therefrom.
These forward-looking statements involve many risks and
uncertainties that could cause actual results to differ materially
from those expressed or implied by such statements, including,
without limitation, general market conditions. These
forward-looking statements speak only as of the date of this press
release, and Liberty Broadband expressly disclaims any obligation
or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in
Liberty Broadband’s expectations with regard thereto or any change
in events, conditions or circumstances on which any such statement
is based. Please refer to the publicly filed documents of Liberty
Broadband, including its most recent Annual Report on Form 10-K,
for risks and uncertainties related to Liberty Broadband which may
affect the statements made in this press release.
About Liberty Broadband
Liberty Broadband Corporation (NASDAQ: LBRDA, LBRDK, LBRDP)
operates and owns interests in a broad range of communications
businesses. Liberty Broadband’s principal assets consist of its
interest in Charter Communications and its subsidiary GCI. GCI is
Alaska’s largest communications provider, providing data, wireless,
video, voice and managed services to consumer and business
customers throughout Alaska and nationwide. GCI has delivered
services over the past 40 years to some of the most remote
communities and in some of the most challenging conditions in North
America.
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Liberty Broadband Corporation Shane Kleinstein,
720-875-5432
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