Current Report Filing (8-k)
November 19 2020 - 5:04AM
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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date of
Report (date of earliest event reported): November 18, 2020
LIBERTY
BROADBAND CORPORATION
(Exact name
of registrant as specified in its charter)
Delaware
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001-36713
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47-1211994
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices
and zip code)
Registrant's telephone number, including
area code: (720) 875-5700
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Series A common stock
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LBRDA
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The Nasdaq Stock Market LLC
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Series C common stock
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LBRDK
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter). 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 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
On November 18, 2020,
Liberty Broadband Corporation (”Liberty Broadband”) announced the proposed offering and later announced pricing of
$750 million aggregate original principal amount of its 1.25% Exchangeable Senior Debentures due 2050 (the “Debentures”)
pursuant to an exemption under the Securities Act of 1933, as amended. Liberty Broadband has also granted to the initial purchasers
an option to purchase additional Debentures with an aggregate principal amount of up to $75 million. The offering is expected to
close on November 23, 2020, subject to 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.
This Current Report
on Form 8-K and the press releases regarding the launch and pricing of the offering attached hereto as Exhibits 99.1 and 99.2,
respectively, are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the
public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: November 19, 2020
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LIBERTY BROADBAND CORPORATION
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By:
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/s/ Wade Haufschild
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Name: Wade Haufschild
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Title: Vice President
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