Liberty Broadband Completes $5 Billion Investment in Connection with Charter / Time Warner Cable Merger & Bright House Acquis...
19 May 2016 - 8:27AM
Business Wire
Liberty Broadband Corporation (Nasdaq: LBRDA, LBRDK) (“Liberty
Broadband”) today completed its $5 billion investment in the new
public parent company (“New Charter”) of the combined legacy
Charter Communications, Inc. (“Charter”), Time Warner Cable
Inc. (“TWC”) and Bright House Networks. Liberty Broadband funded
this investment, in part, with the proceeds from the sale of $4.4
billion of newly issued shares of Liberty Broadband’s Series C
common stock at a fixed price per share of $56.23 to Liberty
Interactive Corporation and other third party investors, all of
whom invested on the same terms.
Also pursuant to the previously announced transaction
agreements, each of Liberty Broadband and Liberty Interactive has
exchanged, on a tax-free basis, its shares of TWC common stock for
shares of New Charter Class A common stock on a one-for-one
basis, and Liberty Interactive has granted to Liberty Broadband a
proxy and a right of first refusal with respect to the shares of
New Charter Class A common stock received by Liberty Interactive in
the exchange.
Also as previously announced, Advance Newhouse Partnership
(“A/N”) and Liberty Broadband have entered into a proxy agreement,
pursuant to which A/N granted Liberty Broadband a five-year proxy
to vote shares of New Charter stock held by A/N, capped at 7% of
New Charter’s outstanding voting power.
Also a result of the foregoing, Liberty Broadband owns
54,072,263 shares of New Charter Class A common stock, is expected
to control approximately 25.01% of the aggregate voting power of
New Charter immediately following the completion of today’s
transactions, and has approximately 181.6 million shares of common
stock outstanding.
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 about the voting power in New Charter
expected to be held by Liberty Broadband and other matters that are
not historical facts. 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.
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 the most recent Forms 10-K and 10-Q,
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 press release.
About Liberty Broadband
Corporation
Liberty Broadband Corporation (Nasdaq: LBRDA, LBRDK) is
comprised of, among other things, its interest in New Charter and
its subsidiary, TruePosition.
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