Liberty Broadband Corporation Prices Upsized Private Offering of $750 Million of 1.25% Exchangeable Senior Debentures due 2050
November 18 2020 - 11:26PM
Business Wire
Liberty Broadband Corporation (“Liberty Broadband”) (Nasdaq:
LBRDA, LBRDK) announced today that it has priced and agreed to sell
to initial purchasers in an upsized private offering $750 million
aggregate original principal amount of its 1.25% exchangeable
senior debentures due 2050 (the “Debentures”) exchangeable for
Charter Communications, Inc. (“Charter”) Class A common stock.
Liberty Broadband has also granted the initial purchasers an option
to purchase additional Debentures in an aggregate original
principal amount of up to $75 million.
Upon an exchange of Debentures, Liberty Broadband, at its
option, may deliver shares of Charter Class A common stock or the
value thereof in cash or any combination of shares of Charter Class
A common stock and cash. Initially, 1.1111 shares of Charter Class
A common stock are attributable to each $1,000 original principal
amount of Debentures, representing an initial exchange price of
approximately $900.00 for each share of Charter Class A common
stock. A total of approximately 833,325 shares of Charter Class A
common stock are attributable to the Debentures (assuming the
initial purchasers do not exercise their option to purchase
additional Debentures). Interest will be payable quarterly on March
31, June 30, September 30 and December 31 of each year, commencing
March 31, 2021. The Debentures may be redeemed by Liberty
Broadband, in whole or in part, on or after October 5, 2023.
Holders of Debentures also have the right to require Liberty
Broadband to purchase their Debentures on October 5, 2023. The
redemption and purchase price will generally equal 100% of the
adjusted principal amount of the Debentures plus accrued and unpaid
interest to the redemption date, plus any final period
distribution.
The offering is expected to close on November 23, 2020, subject
to the satisfaction of customary closing conditions.
Liberty Broadband intends to use the net proceeds of the
offering for general corporate purposes, which may include the
repayment of indebtedness and repurchases of shares of Liberty
Broadband common stock.
The offering of the Debentures has not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or any
state securities laws and, unless so registered, may not be offered
or sold in the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws. The
Debentures are being offered by means of an offering memorandum
solely to “Qualified Institutional Buyers” pursuant to, and as that
term is defined in, Rule 144A of the Securities Act.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the Debentures nor shall there be
any sale of Debentures in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state.
Forward-Looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements relating to the offering of
Debentures and the use of proceeds therefrom. These forward-looking
statements involve many risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by such statements, including, without limitation, general market
conditions. These forward-looking statements speak only as of the
date of this press release, and Liberty Broadband expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statement contained herein to
reflect any change in Liberty Broadband’s expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based. Please refer to the publicly
filed documents of Liberty Broadband, including its most recent
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for
risks and uncertainties related to Liberty Broadband which may
affect the statements made in this press release.
About Liberty Broadband
Liberty Broadband Corporation’s (NASDAQ: LBRDA, LBRDK)
businesses consist of its interest in Charter and its subsidiary
Skyhook.
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