O’Melveny Advises Liberty Broadband on Private Offering of US$1.1 Billion of 3.125% Exchangeable Senior DebenturesFebruary 23, 2023
FOR IMMEDIATE RELEASE
SAN FRANCISCO—February 23, 2023—O’Melveny advised Liberty Broadband Corporation on its private offering of US$1.1 billion of 3.125% aggregate original principal amount of exchangeable senior debentures due 2053, exchangeable for Charter Communications, Inc. Class A common stock, cash, or any combination of stock and cash. Liberty Broadband also granted the initial purchasers an option to acquire additional debentures in an aggregate original principal amount of up to US$165 million.
The transaction was announced on February 21 and is expected to close on February 28, subject to customary closing conditions.
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.
The O’Melveny team advising Liberty Broadband was led by partner and Corporate Department co-chair C. Brophy Christensen, partner and Capital Markets Practice chair Jeeho Lee, partner Ryan Coombs, counsel Jane Wu, and associates Andi Hasaj, Bryce May, James Midkiff, and Emily Mills.
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Liberty Broadband issued the following announcement:
Liberty Broadband Corporation Prices Private Offering of $1,100 Million of 3.125% Exchangeable Senior Debentures due 2053
February 22, 2023 07:00 AM Eastern Standard Time
ENGLEWOOD, Colo.--(BUSINESS WIRE)--Liberty Broadband Corporation (“Liberty Broadband”) (NASDAQ: LBRDA, LBRDK, LBRDP) announced today that it has priced and agreed to sell to initial purchasers in a private offering $1,100 million aggregate original principal amount of its 3.125% exchangeable senior debentures due 2053 (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 $165 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, 1.8901 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 $529.07 for each share of Charter Class A common stock. A total of 2,079,110 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 June 30, 2023. The Debentures may be redeemed by Liberty Broadband, in whole or in part, on or after April 6, 2026. Holders of Debentures also have the right to require Liberty Broadband to purchase their Debentures on April 6, 2026. 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 February 28, 2023, subject to the satisfaction of customary closing conditions.
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 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.
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, 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.
Liberty Broadband Corporation
Shane Kleinstein, 720-875-5432