Liberty Broadband Corporation (“Liberty Broadband”) (Nasdaq:
LBRDA, LBRDK, LBRDP) will hold a virtual special meeting of its
holders of Series A common stock (“LBRDA”), Series B common stock
(“LBRDB”), Series C common stock (“LBRDK”) and Series A cumulative
redeemable preferred stock (“LBRDP”) on Wednesday, February 26,
2025 at 11:30 a.m. M.T. At the special meeting, holders of shares
of LBRDA, LBRDB and LBRDP will be asked to consider and vote on a
proposal to approve the adoption of the Agreement and Plan of
Merger, dated November 12, 2024, by and among Liberty Broadband,
Charter Communications, Inc. (“Charter”) (Nasdaq: CHTR), Fusion
Merger Sub 1, LLC, a wholly owned subsidiary of Charter (“Merger
LLC”), and Fusion Merger Sub 2, Inc., a wholly owned subsidiary of
Merger LLC, pursuant to which, among other things, Liberty
Broadband will combine with Charter (the “Transaction”).
Information regarding the Transaction and matters on which
holders of shares of LBRDA, LBRDB and LBRDP are being asked to vote
is available in the definitive proxy materials filed by Liberty
Broadband with respect to the special meeting. Assuming completion
of the divestiture of the business of Liberty Broadband’s
subsidiary GCI, LLC and satisfaction of all other conditions to
closing, the Transaction is expected to be completed on June 30,
2027 unless otherwise agreed.
Additional Special Meeting
Details
The special meeting will be held via the Internet and will be a
completely virtual meeting of holders of LBRDA, LBRDB, LBRDK and
LBRDP. Holders of LBRDA, LBRDB and LBRDP as of the record date for
the special meeting will be able to attend the meeting, submit
questions and vote their shares electronically during the meeting
via the Internet by visiting
www.virtualshareholdermeeting.com/LBRD2025SM. The record date for
the special meeting is 5:00 p.m., New York City time, on January
13, 2025. Stockholders will need the 16-digit control number that
is printed in the box marked by the arrow on the stockholder’s
proxy card for the special meeting to enter the virtual special
meeting website. A technical support number will become available
at the virtual meeting link 10 minutes prior to the scheduled
meeting time.
In addition, access to the special meeting will be available on
the Liberty Broadband website. All interested persons should visit
https://www.libertybroadband.com/investors/news-events/ir-calendar
to access the webcast. An archive of the webcast will also be
available on this website after appropriate filings have been made
with the SEC.
Forward-Looking Statements
This communication includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including certain statements relating to the Transaction
and the proposed timing and other matters related to the
Transaction. All statements other than statements of historical
fact are “forward-looking statements” for purposes of federal and
state securities laws. These forward-looking statements generally
can be identified by phrases such as “possible,” “potential,”
“intends” or “expects” or other words or phrases of similar import
or future or conditional verbs such as “will,” “may,” “might,”
“should,” “would,” “could,” or similar variations. These
forward-looking statements involve many risks and uncertainties
that could cause actual results and the timing of events to differ
materially from those expressed or implied by such statements,
including, without limitation, the satisfaction of conditions to
the Transaction. These forward-looking statements speak only as of
the date of this communication, 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 definitive
proxy statement materials for the special meeting and its most
recent Forms 10-K and 10-Q, as such risk factors may be amended,
supplemented or superseded from time to time by other reports
Liberty Broadband subsequently files with the SEC, for additional
information about Liberty Broadband and about the risks and
uncertainties related to Liberty Broadband’s business which may
affect the statements made in this communication.
Additional Information
Nothing in this press release shall constitute a solicitation to
buy or an offer to sell shares of common stock of Liberty Broadband
or Charter. The proposed offer and issuance of shares of Charter
common stock in the Transaction will be made only pursuant to the
effective registration statement on Form S-4, which includes a
proxy statement of Liberty Broadband and a prospectus and proxy
statement of Charter. Liberty Broadband and Charter stockholders
and other investors are urged to read the registration statement,
together with all relevant SEC filings regarding the Transaction,
and any other relevant documents filed as exhibits therewith, as
well as any amendments or supplements to those documents, because
they contain important information about the Transaction. The joint
proxy statement/prospectus and other relevant materials for the
proposed transaction will be provided to all LBRDA, LBRDB, LBRDK,
LBRDP and Charter stockholders. Copies of these SEC filings are
available, free of charge, at the SEC's website
(http://www.sec.gov). Copies of the filings together with the
materials incorporated by reference therein are available, without
charge, by directing a request to Liberty Broadband Corporation,
12300 Liberty Boulevard, Englewood, Colorado 80112, Attention:
Investor Relations, Telephone: (844) 826-8735 or Charter
Communications, Inc., 400 Washington Blvd., Stamford, CT 06902,
Attention: Investor Relations, Telephone: (203) 905-7801.
Participants in Solicitation
Liberty Broadband anticipates that the following individuals
will be participants (the “Liberty Broadband Participants”) in the
solicitation of proxies from holders of shares of LBRDA, LBRDB and
LBRDP in connection with the proposed transaction: John C. Malone,
Chairman of the Liberty Broadband board of directors and Liberty
Broadband’s interim Chief Executive Officer, Gregg L. Engles, Julie
D. Frist, Richard R. Green, Sue Ann R. Hamilton, J. David Wargo and
John E. Welsh III, all of whom are members of the Liberty Broadband
board of directors, and Brian J. Wendling, Liberty Broadband’s
Chief Accounting Officer and Principal Financial Officer.
Information regarding the Liberty Broadband Participants, including
a description of their direct or indirect interests, by security
holdings or otherwise, and Liberty Broadband’s transactions with
related persons is set forth in the sections entitled “Proposal 1 –
The Election of Directors Proposal”, “Director Compensation”,
“Proposal 3 – The Incentive Plan Proposal”, “Proposal 4 – The
Say-On-Pay Proposal”, “Executive Officers”, “Executive
Compensation”, “Security Ownership of Certain Beneficial Owners and
Management—Security Ownership of Management” and “Certain
Relationships and Related Party Transactions” contained in Liberty
Broadband’s definitive proxy statement for its 2024 annual meeting
of stockholders, which was filed with the SEC on April 25, 2024
(which is available at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1611983/000110465924051479/tm242809d6_def14a.htm)
and other documents subsequently filed by Liberty Broadband with
the SEC. To the extent holdings of Liberty Broadband stock by the
directors and executive officers of Liberty Broadband have changed
from the amounts of Liberty Broadband stock held by such persons as
reflected therein, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 or amendments to
beneficial ownership reports on Schedules 13D filed with the SEC.
Free copies of these documents may be obtained as described
above.
Charter anticipates that the following individuals will be
participants (the “Charter Participants”) in the solicitation of
proxies from holders of Charter common stock in connection with the
proposed transaction: Eric L. Zinterhofer, Non-Executive Chairman
of the Charter board of directors, W. Lance Conn, Kim C. Goodman,
Gregory B. Maffei, John D. Markley, Jr., David C. Merritt, James E.
Meyer, Steven A. Miron, Balan Nair, Michael A. Newhouse, Mauricio
Ramos and Carolyn J. Slaski, all of whom are members of the Charter
board of directors, Christopher L. Winfrey, President, Chief
Executive Officer and Director, Jessica M. Fischer, Chief Financial
Officer, and Kevin D. Howard, Executive Vice President, Chief
Accounting Officer and Controller. Information about the Charter
Participants, including a description of their direct or indirect
interests, by security holdings or otherwise, and Charter’s
transactions with related persons is set forth in the sections
entitled “Proposal No. 1: Election of Directors”, “Compensation
Committee Interlocks and Insider Participation”, “Compensation
Discussion and Analysis”, “Certain Beneficial Owners of Charter
Class A Common Stock”, “Certain Relationships and Related
Transactions”, “Proposal No. 2: Increase the Number of Shares in
2019 Stock Incentive Plan”, “Pay Versus Performance” and “CEO Pay
Ratio” contained in Charter’s definitive proxy statement for its
2024 annual meeting of shareholders, which was filed with the SEC
on March 14, 2024 (which is available at
https://www.sec.gov/ix?doc=/Archives/edgar/data/1091667/000119312524067965/d534477ddef14a.htm)
and other documents subsequently filed by Charter with the SEC. To
the extent holdings of Charter stock by the directors and executive
officers of Charter have changed from the amounts of Charter stock
held by such persons as reflected therein, such changes have been
or will be reflected on Statements of Change in Ownership on Form 4
filed with the SEC.
About Liberty Broadband
Corporation
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
provides data, mobile, video, voice and managed services to
consumer, business, government and carrier customers throughout
Alaska, serving more than 200 communities. The company has invested
$4.7 billion in its Alaska network and facilities over the past 45
years. Through a combination of ambitious network initiatives, GCI
continues to expand and strengthen its statewide network
infrastructure to deliver the best possible connectivity to its
customers and close the digital divide in Alaska.
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version on businesswire.com: https://www.businesswire.com/news/home/20250122594510/en/
Liberty Broadband Corporation Shane Kleinstein,
720-875-5432
Charter Communications (NASDAQ:CHTR)
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