Liberty Broadband Corporation Closes Private Offering of $575 Million of 2.75% Exchangeable Senior Debentures due 2050
28 August 2020 - 6:15AM
Business Wire
Liberty Broadband Corporation (“Liberty Broadband”) (Nasdaq:
LBRDA, LBRDK) announced today that it has closed its previously
announced private offering of $575 million aggregate original
principal amount of its 2.75% exchangeable senior debentures due
2050 (the “Debentures”) exchangeable for Charter Communications,
Inc. (“Charter”) Class A common stock, including Debentures in an
aggregate original principal amount of $75 million issued pursuant
to the exercise of an option granted to the initial purchasers,
which was exercised in full on August 25, 2020.
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 a combination of shares of Charter Class A
common stock and cash. Initially, 1.1661 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 $857.56 for each share of Charter Class A common
stock. A total of approximately 670,507 shares of Charter Class A
common stock are attributable to the Debentures. Interest is
payable quarterly on March 31, June 30, September 30 and December
31 of each year, commencing December 31, 2020. The Debentures may
be redeemed by Liberty Broadband, in whole or in part, on or after
October 5, 2023. Holders of Debentures also have the right to
require Liberty Broadband to purchase their Debentures on October
5, 2023. 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.
Liberty Broadband intends to use the net proceeds of the
offering for general corporate purposes, which may include the
repurchase of shares of Liberty Broadband common stock.
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 were 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.
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 relating to the use of proceeds from
the offering of the Debentures. 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 and Quarterly Reports on Form 10-Q, for
risks and uncertainties related to Liberty Broadband which may
affect the statements made in this press release.
About Liberty Broadband
Liberty Broadband Corporation’s (Nasdaq: LBRDA, LBRDK)
businesses consist of its interest in Charter and its subsidiary
Skyhook.
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