お知らせ • Aug 21
Charter Communications, Inc. (NasdaqGS:CHTR) completed the acquisition of Liberty Broadband Corporation (NasdaqGS:LBRD.K) from a group of shareholders.
Charter Communications, Inc. (NasdaqGS:CHTR) submits a non-binding proposal to acquire Liberty Broadband Corporation (NasdaqGS:LBRD.K) from a group of shareholders for approximately $13.3 billion on September 23, 2024. As of November 12, 2024, Charter Communications, Inc. (NasdaqGS:CHTR) entered into a definitive agreement to acquire Liberty Broadband Corporation (NasdaqGS:LBRD.K) from a group of shareholders. Under the terms of the agreement, each holder of Liberty Broadband Series A common stock, Series B common stock, and Series C common stock will receive 0.236 of a share of Charter common stock per share of Liberty Broadband common stock held, with cash to be issued in lieu of fractional shares. Each holder of Liberty Broadband Series A cumulative redeemable preferred stock will receive one share of newly issued Charter cumulative redeemable preferred stock per share of Liberty Broadband preferred stock held, which Charter preferred stock will substantially mirror the current terms of the Liberty Broadband preferred stock. Both buy-side and sell-side termination fee equates to $460 million. The transaction was unanimously approved by both Charter's and Liberty Broadband's board of directors. The transaction is subject to the approval of both Charter's and Liberty Broadband's shareholders. The proposed transaction would be subject to, among other things, the negotiation and execution of mutually acceptable definitive transaction documents. The transaction would also be subject to customary closing conditions, including the receipt of certain approvals under HSR Act, other requisite regulatory approvals, registration statement effectiveness, listing of shares on NASDAQ, consummation of the GCI Divestiture and applicable tax opinions. The proposed transaction includes a closing date of June 30, 2027 or such earlier date as the parties shall mutually agree. As of November 13, 2024, Rowley Law PLLC is investigating potential securities law violations by Liberty Broadband Corporation and its board of directors concerning the proposed acquisition of the company by Charter Communications. The transaction is expected to close by the end of the second quarter of 2027. As on February 26, 2025, the transaction has been approved by Charter and Liberty's shareholders and is expected to be completed on June 30, 2027. As per the filing announced on May 16, 2025, acquisition of Liberty Broadband by Charter is subject to the completion of the spin-off of Liberty Broadband's GCI business by way of a distribution to its common stockholders, which is expected to occur in summer 2025,other customary closing conditions. The closing is also expected to occur contemporaneously with Charter’s combination with Cox.
C. Brophy Christensen, Noah K. Kornblith, Robert Wann Jr., Jeeho Lee, Matthew W. Close, James M. Harrigan, Jeff Walbridge, Robert Plesnarski, Jaroslaw Hawrylewicz, Adit Khorana, Nimat Lawal and Jane Wu of O'Melveny & Myers LLP acted as legal advisor to Liberty Broadband. J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider to Liberty Broadband. Liberty Broadband has agreed to pay J.P. Morgan an estimated fee of approximately $18 million, $3 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion. Steven A. Cohen, Steven R. Green, Ilene Knable Gotts, Michael J. Schobel, Benjamin S. Arfa and Jodi J. Schwartz of Wachtell, Lipton, Rosen & Katz LLP acted as legal advisor to Charter. Citigroup Global Markets Inc. acted as financial advisor and fairness opinion provider to Charter. Citi will receive a fee of $20 million, of which $13 million is contingent upon the consummation of the combination and $7 million was payable in connection with the delivery of the opinion. Centerview Partners LLC acted as financial advisor and fairness opinion provider to Charter. Centerview will receive an aggregate fee of $27.5 million, $3.0 million of which was payable upon the rendering of Centerview’s opinion. Innisfree M&A Incorporated acted as information agent to Charter Communications. Innisfree M&A Incorporated will be paid a fee of approximately $50,000. D.F. King & Co., Inc. acted as information agent to Liberty Broadband. D.F. King & Co., Inc. will be paid a fee of approximately $15,000. Computershare Shareowner Services acted as transfer agent to Charter Communications. Potter Anderson & Corroon LLP acted as legal advisor to Liberty Broadband.
Charter Communications, Inc. (NasdaqGS:CHTR) completed the acquisition of Liberty Broadband Corporation (NasdaqGS:LBRD.K) from a group of shareholders on August 19, 2026. Under the terms of the agreement, each holder of Liberty Broadband Series A common stock, Series B common stock, and Series C common stock received 0.236 of a share of Charter common stock per share of Liberty Broadband common stock held, with cash paid in lieu of fractional shares. Each holder of Liberty Broadband Series A cumulative redeemable preferred stock received one share of newly issued Charter cumulative redeemable preferred stock per share of Liberty Broadband preferred stock held, which Charter preferred stock will substantially mirror the current terms of the Liberty Broadband preferred stock. As a result of the transaction, Charter retired approximately 38.6 million Charter shares previously owned by Liberty Broadband and issued approximately 33.9 million shares to holders of Liberty Broadband common stock at closing, resulting in a net decrease of approximately 4.7 million Charter shares outstanding. At close, Charter assumed approximately $840 million of Liberty Broadband net debt that will be repaid shortly after closing, and $180 million of preferred equity that became Charter preferred equity upon the close of the transaction. Concurrently in a related transaction, Charter closed its transaction with Cox Communications, Inc. Upon closing, Liberty Broadband notified Nasdaq to delist LBRDA, LBRDK and LBRDP shares and requested the filing of Form 25 with the SEC to remove the securities from listing and registration under the Exchange Act. Further, shares of LBRDB will no longer be quoted on the OTCQB Venture Market.
In connection with the consummation of the Merger and in accordance with the terms of the Merger Agreement, (i) the directors of Liberty Broadband resigned immediately prior to the Effective Time, (ii) Jessica Fischer, Jamal Haughton, and Jeff Murphy were appointed as directors of the surviving corporation at the Effective Time and (iii) the officers of Merger Sub immediately prior to the Effective Time became the officers of the surviving corporation at the Effective Time.