Post-effective Amendment to Proposed Securities Act Rule 462(b) Registration Statement (pos462b)
December 18 2020 - 3:28PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on December 18, 2020
Registration No. 333-251273
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Post-Effective Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES
ACT OF 1933
LIBERTY
BROADBAND CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of
incorporation
or organization)
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4841
(Primary Standard Industrial Classification
Code Number)
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47-1211994
(I.R.S. Employer
Identification Number)
|
12300 Liberty
Boulevard
Englewood, Colorado
80112
(720) 875-5700
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Renee L. Wilm
Chief Legal Officer
Liberty Broadband
Corporation
12300 Liberty
Boulevard
Englewood, Colorado
80112
(720) 875-5700
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies of all communications, including communications sent
to agent for service, should be sent to:
Jeffrey J. Rosen
Michael A. Diz
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
|
Renee L. Wilm
Chief Legal Officer
GCI Liberty, Inc.
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5900
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Samantha H. Crispin
Nicole Perez
Beverly B. Reyes
Baker Botts L.L.P.
30 Rockefeller Plaza
New York, New York 10112
(212) 408-2500
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Approximate
date of commencement of the proposed sale of the securities to the public: As soon as practicable after the conditions
to the proposed combination described herein have been satisfied or (to the extent permitted) waived.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following
box. ¨
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
x Registration No. 333-251273
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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 ¨
Emerging growth company ¨
|
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. ¨
If applicable, place an X in the box to designate the appropriate
rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border
Issuer Tender Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer) ¨
EXPLANATORY NOTE
This Post-Effective Amendment No. 1
to Form S-4 amends the Registration Statement on Form S-4 of Liberty Broadband Corporation, a Delaware corporation (Registration
No. 333-251273) (the “Registration Statement”), which became effective, pursuant to Rule 462(b),
upon filing with the Securities Exchange Commission on December 10, 2020.
This Post-Effective Amendment No. 1
is being filed for the purpose of (i) replacing Exhibit 8.1: Form of Opinion of Debevoise & Plimpton LLP
regarding certain tax matters, previously filed with the Registration Statement, with a final, executed version of Exhibit 8.1,
(ii) replacing Exhibit 8.2: Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain
tax matters, previously filed with the Registration Statement, with a final, executed version of Exhibit 8.2 and (iii) updating
the Exhibit Index of the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect
the replacement of such exhibits.
INCORPORATION OF DOCUMENTS BY REFERENCE
This
Registration Statement incorporates by reference the contents of the Registration Statement on Form S-4 (Registration
No. 333-248854), including all amendments, supplements and exhibits thereto and all information incorporated or deemed to
be incorporated by reference therein. Additional opinions and consents required to be filed with this Registration Statement are
listed on the Exhibit Index attached to and filed with this Registration Statement.
EXHIBIT INDEX
# Previously
filed.
## Filed
herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Englewood, Colorado, on December 18, 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE
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TITLE
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DATE
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*
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John C. Malone
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Chairman of the Board and Director
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*
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Director, Chief Executive Officer and President (Principal Executive Officer)
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Gregory B. Maffei
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*
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Chief Accounting Officer and Principal Financial
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Brian J. Wendling
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Officer (Principal Financial and Principal Accounting Officer)
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*
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Director
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Julie D. Frist
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*
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Director
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Richard R. Green
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*
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Director
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J. David Wargo
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*
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Director
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John E. Welsh III
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* By:
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/s/ Renee L. Wilm
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December 18,
2020
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Renee L. Wilm
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Attorney-in-fact
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