Liberty Broadband Corporation Announces Cash Tender Offers for Any and All of the Outstanding 1.75% Exchangeable Senior Debentures due 2046, 2.75% Exchangeable Senior Debentures due 2050, and 1.25% Exchangeable Senior Debentures due 2050
21 Febbraio 2023 - 12:59PM
Business Wire
Liberty Broadband Corporation (“Liberty Broadband”) (NASDAQ:
LBRDA, LBRDK, LBRDP) announced today that it has commenced cash
tender offers to purchase any and all of each of the $14,536,000
outstanding aggregate principal amount of Grizzly Merger Sub 1,
LLC’s, a wholly owned subsidiary of Liberty Broadband, 1.75%
Exchangeable Senior Debentures due 2046 (the “1.75% Debentures”),
the $575,000,000 outstanding aggregate principal amount of Liberty
Broadband’s 2.75% Exchangeable Senior Debentures due 2050 (the
“2.75% Debentures”) and the $825,000,000 outstanding aggregate
principal amount of Liberty Broadband’s 1.25% Exchangeable Senior
Debentures due 2050 (the “1.25% Debentures” and, together with the
1.75% Debentures and the 2.75% Debentures, the “Debentures”) using
the proceeds from the proposed sale of Liberty Broadband’s new
exchangeable senior debentures due 2053, existing cash on hand
and/or, to the extent necessary, borrowings under the margin loan
agreement of Liberty Broadband’s indirect, wholly-owned special
purpose entity (the “Margin Loan Agreement”).
The tender offers are being made pursuant to an offer to
purchase and related notice of guaranteed delivery, each dated as
of February 21, 2023. The tender offers will expire at 5:00 p.m.,
New York City time, on February 27, 2023 (as such time and date may
be extended, the “expiration time”). Tendered Debentures may be
withdrawn at any time before the expiration time.
Under the terms of the tender offers, holders of the Debentures
that are validly tendered and accepted at or prior to the
expiration time, or holders who deliver to the depositary and
information agent a properly completed and duly executed notice of
guaranteed delivery and timely deliver all required documents, each
in accordance with the instructions described in the offer to
purchase, will receive total cash consideration of (i) in the case
of the 1.75% Debentures, $1,137.50 per $1,000 principal amount of
1.75% Debentures, (ii) in the case of the 2.75% Debentures, $1,000
per $1,000 principal amount of 2.75% Debentures and (iii) in the
case of the 1.25% Debentures, $1,000 per $1,000 principal amount of
1.25% Debentures, plus, in each case, an amount equal to any
accrued and unpaid interest up to, but not including, the
settlement date, which is expected to be February 28, 2023.
The tender offers are contingent upon the consummation, on terms
satisfactory to Liberty Broadband, of the proposed offer and sale
of Liberty Broadband’s new exchangeable senior debentures due 2053
and the satisfaction of certain customary conditions. The tender
offers are not conditioned on any minimum amount of Debentures
being tendered. Liberty Broadband may amend, extend or terminate
the tender offers in its sole discretion.
The tender offers are being made pursuant to the terms and
conditions contained in the offer to purchase and related notice of
guaranteed delivery, each dated February 21, 2023, copies of which
may be requested from the information agent for the tender offers,
D.F. King & Co., Inc., at (800) 487-4870 (Toll-Free) or (212)
269-5550, by email at LBRDA@dfking.com, or via the following web
address: www.dfking.com/LBRDA. BofA Securities, Inc., Morgan
Stanley & Co. LLC and RBC Capital Markets, LLC are acting as
the Joint Dealer Managers for the tender offers. Questions
regarding the tender offers may be directed to the Joint Dealer
Managers at the telephone numbers shown below:
BofA Securities, Inc. Toll Free: (888) 292-0070 Collect: (980)
388-3646 Email: debt_advisory@bofa.com
Morgan Stanley & Co. LLC Toll Free: (855) 483-0952
RBC Capital Markets, LLC Toll Free: (212) 618-7843 Collect:
(877) 381-2099
This press release is for informational purposes only and does
not constitute a notice of redemption under the optional redemption
provisions of each of the indentures governing the Debentures, nor
does it constitute an offer to sell, or a solicitation of an offer
to buy, any security, nor does it constitute a solicitation for an
offer to purchase any security, including the Debentures.
Forward-Looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including without limitation, statements about the tender
offers and their expected completion. 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, the ability to
satisfy the conditions to the tender offers and the offer for the
new exchangeable senior debentures due 2053. 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 its
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 the most recent Annual Report on Form 10-K, for
additional information about Liberty Broadband and about the risks
and uncertainties related to the business of 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,
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