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TABLE OF CONTENTS
TABLE OF CONTENTS1Financial Statements

Table of Contents

As filed with the Securities and Exchange Commission on October 23,November 21, 2014

REGISTRATION NO. 333-197619333-199428


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Amendment No. 31
to

FORM S-1/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



LIBERTY BROADBAND CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 6719
(Primary Standard Industrial
Classification code number)
 47-1211994
(I.R.S. Employer
Identification No.)

12300 Liberty Boulevard, Englewood, Colorado 80112, (720) 875-5700
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)


Richard N. Baer
Liberty Broadband Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5700

(Name, address, including zip code, and telephone
number, including area code, of agent for service)

 

Copy to:
Renee L. Wilm
Baker Botts L.L.P.
30 Rockefeller Plaza
New York, New York 10112
(212) 408-2503

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed transactions described herein have been satisfied or waived, as applicable.

        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:    oý

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.    o

        Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a smaller reporting company)
 Smaller reporting company o

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CALCULATION OF REGISTRATION FEE

        
 
Title of Each Class of
Securities to be Registered

 Amount to be
Registered(1)

 Proposed Maximum
Offering Price
Per Unit

 Proposed Maximum
Aggregate
Offering Price(2)

 Amount of
Registration
Fee(3)(4)

 

Series A common stock, par value $.01 per share

 26,980,689 (2) $3,797,727,078 $441,296

 
  

Series B common stock, par value $.01 per share

 2,468,518 (2)    

 
  

Series C common stock, par value $.01 per share

 58,898,148 (2)    

 

(1)
The number of shares of the Registrant's proposed Series A common stock, par value $.01 per share ("LBRDA"), being registered has been determined based upon the number of shares of Liberty Media Corporation's ("Liberty") existing Series A common stock, par value $.01 per share ("LMCA") (which is comprised of 104,461,430 LMCA shares outstanding as of August 31, 2014 and 3,461,325 LMCA shares issuable upon exercise or exchange of stock options and stock appreciation rights outstanding as of August 31, 2014) multiplied by 0.25, which is the number of shares of LBRDA that the Registrant intends to distribute to holders of LMCA for each share of LMCA held by them as of the record date. The actual number of LMCA shares offered may be less than the maximum number stated in the table. The number of shares of the Registrant's proposed Series B common stock, par value $.01 per share ("LBRDB"), being registered has been determined based upon the number of shares of Liberty's existing Series B common stock, par value $.01 per share ("LMCB") (which is comprised of 9,874,072 LMCB shares outstanding as of August 31, 2014) multiplied by 0.25, which is the number of shares of LBRDB that the Registrant intends to distribute to holders of LMCB for each share of LMCB held by them as of the record date. The actual number of LBRDB shares offered may be less than the maximum number stated in the table. The number of shares of the Registrant's proposed Series C common stock, par value $.01 per share ("LBRDK"), being registered has been determined based upon the number of shares of Liberty's existing Series C common stock, par value $.01 per share ("LMCK") (which is comprised of 228,672,524 LMCK shares outstanding as of August 31, 2014 and 6,920,066 LMCK shares issuable upon exercise or exchange of stock options and stock appreciation rights outstanding on August 31, 2014) multiplied by 0.25, which is the number of shares of LBRDK that the Registrant intends to distribute to holders of LMCK for each share of LMCK held by them as of the record date. The actual number of LBRDK shares offered may be less than the maximum number stated in the table.

(2)
Calculated in accordance with Rule 457(a) and 457(c) under the Securities Act, using the average of the high and low trading prices of LMCA, LMCB and LMCK on the Nasdaq Global Select Market on October 13, 2014 (which were $43.17, $47.81 and $42.70, respectively). The Registrant believes these estimated trading prices approximate the estimated trading prices for the LBRDA, LBRDB and LBDRK immediately following the transaction being registered hereby.

(3)
Calculated on the basis of $116.20 per million of the proposed maximum aggregate offering price.

(4)
The Registrant previously paid a filing fee of $619,370 based on a maximum aggregate offering price of $4,808,766,939 upon the initial filing of this Registration Statement on Form S-1 (File No. 333-197619) with the Securities and Exchange Commission on July 25, 2014. As a result of structural changes to the transactions described in the prospectus forming a part of this Registration Statement, the Registrant is no longer registering on this Registration Statement subscription rights to purchase shares of its Series C common stock or the shares of Series C common stock underlying such rights, the registration of which were previously accounted for in the computation of the previously paid filing fee.

        The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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Information in this prospectus is not complete and may be changed. We may not sell the securities offered by this prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer or solicitation is not permitted.

Subject to completion, dated November 21, 2014

PROSPECTUS

LIBERTY BROADBAND CORPORATION

12300 Liberty Boulevard
Englewood, Colorado 80112

Series AC Common Stock

Series B Common Stock

Subscription Rights to Purchase Shares of Series C Common Stock

         Liberty Broadband Corporation (Broadband, which is also referred to in this prospectus aswe,our, orthe company) is currently a subsidiary of Liberty Media Corporation (Libertycompany). Immediately following the Spin-Off (as defined below), Broadband's is a holding company, whose businesses, assets and liabilities will consist of Liberty'sits 26% ownership interest in and warrants to purchase additional shares of, Charter Communications, Inc. (Charter), Liberty'sits 100% ownership interest in TruePosition, Inc. (TruePosition), a minority equity investment in Time Warner Cable Inc. (TWC), certain deferred tax liabilities, liabilities related to a TWC call option and $320$371.3 million in indebtedness (with an additional $80$28.7 million available to be drawn). Liberty has determined to spin off our company (theSpin-Off) byWe are distributing (thedistributionrights distribution)) to the holders of its common stock, as a dividend, all of our common stock (as described in more detail below). We are sending this prospectus to you in connection with the distribution. Liberty will retain the remainder of its businesses, assets and liabilities not held by us at the time of the Spin-Off, including its subsidiaries Sirius XM Holdings, Inc. (Sirius XM) and Atlanta National League Baseball Club, Inc. (ANLBC) and its interest in Live Nation Entertainment, Inc. (Live Nation).

          If all conditions to the Spin-Off are satisfied or waived by the board of directors of Liberty in its sole discretion, at 5:00 p.m., New York City time, on November 4, 2014 (such date and time, thedistribution date):

Cash will be issued in lieu of fractional shares of Broadband common stock.

          For information regarding the security ownership of certain beneficial owners and management, including John C. Malone, who is expected to beneficially own shares of our common stock representing approximately 47.2% of Broadband's voting power, following the Spin-Off, see "Security Ownership of Certain Beneficial Owners and Management."

          Following the completion of the Spin-Off, at 5:00 p.m., New York City time, on December 10, 2014 (such date and time, therights distribution date), we intend to distribute to holders of our Series A, Series B and Series C common stock one subscription right (aSeries C Right or aright) to purchase one share of our Series C common stock (a Series C Right) for every five shares of our Series A, Series B or Series C common stock (therights offering) held as of 5:00 p.m., New York City time, on November 19,December 4, 2014 (such date and time, the(therights distribution record date).

         If all conditions to the rights distribution are satisfied or waived by our board of directors in its sole discretion, at 5:00 p.m., New York City time, on December 10, 2014 (therights distribution date):

Fractional Series C Rights will be rounded up to the nearest whole right. Each whole

         Based on the numbers of shares of LBRDA, LBRDB and LBRDK common stock outstanding on the rights distribution record date, we expect to distribute approximately [    •    ] Series C Rights in the rights distribution pursuant to which our rightsholders may acquire an equivalent number of shares of our Series C common stock. The actual number of shares to be offered to rightsholders may be less, and will depend upon the actual number of shares of each series of our common stock outstanding on the rights distribution record date.

         The rights offering will commence on [    •    ], 2014. In the rights offering, each Series C Right will entitle the holder thereof to acquirea basic subscription privilege and an oversubscription privilege. Under the basic subscription privilege, each whole Series C Right entitles its holder to purchase one share of our Series C common stock at a subscription price of $[    •    ], which is equal to be determined following the Spin-Off as described in more detail below. This offering (therights offering) will commence following the determination of the subscription price. The actual number of shares to be offered in the rights offering will depend on the number of outstanding shares of Broadband common stock on the rights distribution record date. Information regarding the distribution of the Series C Rights and the rights offering can be found in the prospectus forming a part of the Registration Statement on Form S-1 to be filed by our company relating20% discount to the distribution20 trading day volume weighted average trading price of the Series C Rights and the issuance of shares ofour Series C common stock upon exercise ofbeginning on November 5, 2014, which was the first day on which our Series C Rights. Although we discusscommon stock began trading "regular way" on the rights offering throughout this prospectus, this prospectus relates solely toNasdaq Global Select Market following the issuancedistribution of our common stock in the Spin-Off.

          Based on the numberspin-off of shares of LMCA, LMCB and LMCK common stock outstandingour company from Liberty Media Corporation (Liberty), which was completed as of August 31,5:00 p.m., New York City time, on November 4, 2014 we expect(theSpin-Off) (such price, thesubscription price and such 20 "regular way" trading day period, thesubscription price determination period). Under the oversubscription privilege, each rightsholder which exercises its basic subscription privilege, in full, will have the right to distribute approximately 26,115,357 sharessubscribe, at the subscription price, for up to that number of our Series A common stock, 2,468,518 shares of our Series B common stock, and 57,168,131 shares of our Series C common stock to holders of existingwhich are not purchased by rightsholders under their basic subscription privilege. If a rightsholder delivers an oversubscription request for shares of LMCA, LMCBour Series C common stock and LMCK, respectively,we receive oversubscription requests for more shares of our Series C common stock than we have available for oversubscription, the rightsholder will receive its pro rata portion of the available shares of our Series C common stock based on the number of shares it purchased under its basic subscription privilege or, if less, the number of shares for which it oversubscribed. All exercises of Series C Rights are irrevocable even if our board determines, in its sole discretion, to extend the distribution.expiration time. The rights offering will expire at 5:00 p.m., New York City time, on [    •    ] 2015, unless we extend it, with the length of such extension to be determined by our board of directors in its sole discretion. However, we may not extend the expiration time of the rights offering for more than 25 trading days past the original 20 trading day subscription period.

         No vote of Liberty's or Broadband's stockholders is required or is being sought to authorize or effectuate the Spin-Off.rights offering. No action is required of you to receive your shares of our common stock (or subsequently the Series C Rights).Rights.

         There is no current trading market for our common stock. We expect to list ourOur Series A common stock and Series C common stock trade on the Nasdaq Global Select Market under the symbols "LBRDA" and "LBRDK," respectively. Although no assurance can be given, we currently expect that ourOur Series B common stock will tradeis quoted on the OTC Bulletin BoardMarkets under the symbol "LBRDB.""LBRDB". We expect to list the Series C Rights on the Nasdaq Global Select Market under the symbol "LBRKR"; however, the Series C Rights will not be tradeable until the commencement of the rights offering.

         In reviewing this prospectus, you should carefully consider the matters described under the caption "Risk Factors" beginning on page 9.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or has passed upon the adequacy or accuracy of this prospectus as truthful or complete. Any representation to the contrary is a criminal offense.

         WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

The date of this prospectus is October 23,[    •    ], 2014.


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TABLE OF CONTENTS

SUMMARY

  1 

Our Company

  
1
 

Recent Developments

  2 

The Spin-Off

3

The Rights Offering

  3 

RISK FACTORS

  
9
 

Factors Relating to Our Corporate History and Structure

  
9
 

Factors Relating to Charter

  12 

Factors Relating to the Comcast Transactions

  26 

Factors Relating to TruePosition

  32 

Factors Relating to the Spin-Off

  3637

Factors Relating to the Rights Offering

39 

Factors Relating to our Common Stock and the Securities Market

  4140 

CAUTIONARY STATEMENTS CONCERNING FORWARD LOOKING STATEMENTS

  
4443
 

THE SPIN-OFFRIGHTS OFFERING

  
4645
 

Background for the Spin-OffGeneral

  
4645
 

Reasons for the Spin-OffRights Offering

45

Conditions to the Rights Distribution

45

Trading Prior to the Rights Distribution Record Date

45

Determination of Subscription Prices

  46 

InterestsNo Fractional Series C Rights

46

Commencement of Certain Personsthe Rights Offering

46

Expiration Time

46

Subscription Privileges

46

Exercising Your Series C Rights

  48 

Conditions to the Spin-OffDelivery of Subscription Materials and Payment

48

Manner of Effecting the Spin-Off

49

Effect of the Spin-Off on Outstanding Liberty Awards

�� 50 

ConductRevocation of the Business of Broadband if the Spin-Off is Not CompletedExercised Series C Rights

  51 

Amount and Source of Funds and Financing of the Spin-Off; ExpensesSubscription Agent

  5152 

Accounting TreatmentInformation Agent

  5152 

No AppraisalMethod of Transferring and Selling Series C Rights

  52 

ResultsTreatment of the Spin-OffStock Options and Other Awards

  5253 

ListingAmount and TradingSource of our Common StockFunds of the Rights Offering; Expenses

  5254 

Stock Transfer Agent and Registrar

  52

Trading Prior to the Record Date

52

Reasons for Furnishing this Prospectus

53

MATERIAL U.S. INCOME TAX CONSEQUENCES OF THE SPIN-OFF


54
 

U.S. Federal Income Tax Treatment of the Spin-OffNo Recommendations to Rightsholders

  
54
 

Information Reporting and Backup WithholdingTermination

54

Foreign Stockholders

55

Regulatory Limitation

55

Issuance of Our Series C Common Stock

55

Shares of Our Series C Common Stock Outstanding Following the Rights Offering

55

Compliance with State Regulations Pertaining to the Rights Offering

  56 

Net Investment IncomeUSE OF PROCEEDS FROM THE RIGHTS OFFERING

  
57
 

CAPITALIZATIONPLAN OF DISTRIBUTION FOR THE RIGHTS OFFERING

  
58

SELECTED FINANCIAL DATA


59

DESCRIPTION OF OUR BUSINESS


61

Overview


61

Charter Communications, Inc. 

61

TruePosition, Inc. 

70

Geographic Areas

71

Regulatory Matters

71

Competition

76

Properties

80

Employees

8057 

i


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MATERIAL U.S. INCOME TAX CONSEQUENCES OF THE RIGHTS DISTRIBUTION AND THE RIGHTS OFFERING

58

Rights Distribution


58

Rights Offering and Ownership of Series C Rights

59

Net Investment Income

59

CAPITALIZATION


60

SELECTED FINANCIAL DATA


61

DESCRIPTION OF OUR BUSINESS


63

Overview


63

Charter Communications, Inc. 

63

TruePosition, Inc. 

72

Geographic Areas

73

Regulatory Matters

73

Competition

78

Properties

82

Employees

82

Legal Proceedings

  8183 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  
8385
 

DESCRIPTION OF OUR INDEBTEDNESS

  
9899
 

MANAGEMENT

  
100101
 

Directors

  
100101
 

Executive Officers

  103104 

Directors and Executive Officers

  103104 

Director Independence

  104105 

Board Composition

  104105 

Committees of the Board

  104105 

Compensation Committee Interlocks and Insider Participation

  104105 

EXECUTIVE COMPENSATION

  
105106
 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  
108109
 

Security Ownership of Certain Beneficial Owners

  
108109
 

Security Ownership of Management

  110111 

Change of Control

  112113 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

  
113114
 

Charter Stockholders Agreement

  
113114
 

Relationships Between Broadband and Liberty

  114116 

DESCRIPTION OF OUR CAPITAL STOCK

  
120121
 

Authorized Capital Stock

  
120121
 

Our Common Stock

  120121 

Dividend Policy

  122123 

Other Provisions of our Certificate of Incorporation and Bylaws

  123124 

Section 203 of the Delaware General Corporation Law

  125126 

Transfer Agent and Registrar

  126127

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MARKET PRICE OF AND DIVIDENDS ON OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

128 

LEGAL MATTERS

  
127129
 

EXPERTS

  
128130
 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  
129131
 

WHERE YOU CAN FIND MORE INFORMATION

  
130132
 

FINANCIAL STATEMENTS

  
F-1
 

        This prospectus describes the businesses and assets of our company as though they were our businesses and assets for all historical periods prior to the Spin-Off described. However, ourOur company, is a newlywhich was formed entity that willin connection with the Spin-Off, did not have conductedconduct any operations prior to the Spin-Off and instead will have had such businesses and assets transferred to it in connection with the Spin-Off. References in this prospectus to the pre-Spin-Off historical assets, liabilities, businesses or activities of our businesses or the businesses in which we have interests are intended to refer to the historical assets, liabilities, businesses or activities as they were conducted or held by Liberty Media Corporation prior to the Spin-Off. Following the Spin-Off, we will beare now an independent publicly traded company, and Liberty will havehas no continuing stock ownership in our company. The historical combined financial information of our company as part of Liberty contained in this prospectus is not necessarily indicative of our future financial position, future results of operations

ii


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or future cash flows, nor does it reflect what the financial position, results of operations or cash flows of our company would have been had we been operated as a stand-alone company during the periods presented.

        You should not assume that the information contained in this prospectus is accurate as of any date other than the date set forth on the cover page of this prospectus. Changes to the information contained herein may occur after that date and we do not undertake any obligation to update the information unless required to do so by law.

iii


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SUMMARY

        The following is a summary of material information discussed in this prospectus. It is included for convenience only and should not be considered complete. You should carefully review this entire prospectus, including the risk factors, to better understand the distribution and Spin-Offrights offering and our business and financial position.


Our Company

        Broadband is currently a wholly owned subsidiary of Liberty. Immediately following the Spin-Off, ourholding company, whose principal businesses, assets and liabilities will consist of Liberty'sits 26% ownership interest in and warrants to purchase additional shares of, Charter, Liberty'sits 100% ownership interest in TruePosition, a minority equity investment in TWC, certain deferred tax liabilities, liabilities related to a TWC call option and $320$371.3 million in indebtedness (with an additional $80$28.7 million available to be drawn) (collectively referred to as theBroadband Assets and Liabilities). Following the Spin-Off, we will beare an independent publicly traded company, and Liberty will not retain any ownership interest in us. In connection with the Spin-Off, we expect to enter into certain agreements, including the reorganization agreement and the tax sharing agreement, with Liberty, pursuant to which, among other things, we and Liberty will indemnify each other against certain liabilities that may arise from our respective businesses. See "Certain Relationships and Related Party Transactions—Relationships Between Broadband and Liberty."company.

        Charter is one of the largest providers of cable services in the United States, offering a variety of entertainment, information and communications solutions to residential and commercial customers. Its infrastructure consists, as of December 31, 2013, of a hybrid of fiber and coaxial cable plant with approximately 12.8 million estimated passings, with 97% at 550 megahertz (MHz) or greater and 98% of plant miles two-way active. A national Internet Protocol (IP) infrastructure interconnects Charter markets. Through Charter Business®, Charter provides scalable, tailored broadband communications solutions to business and carrier organizations, such as video entertainment services, Internet access, business telephone services, data networking and fiber connectivity to cellular towers and office buildings. As of December 31, 2013, Charter served approximately 567,000 commercial primary service units, primarily small- and medium-sized commercial customers. Charter's advertising sales division, Charter Media®, provides local, regional and national businesses with the opportunity to advertise in individual markets on cable television networks.

        TruePosition was incorporated on November 24, 1992. TruePosition develops and markets technology for locating wireless phones and other wireless devices on a cellular network, enabling wireless carriers and government agencies to provide public safety E-9-1-1 services domestically and services in support of national security and law enforcement worldwide. "E-9-1-1" or "Enhanced 9-1-1" refers to a Federal Communications Commission (FCC) mandate requiring wireless carriers to implement wireless location capability. TruePosition's location system is a passive network overlay system designed to enable mobile wireless service providers to determine the location of all network wireless devices, including cellular and Personal Communications Service (PCS) telephones. Using its patented Uplink Time Difference of Arrival (U-TDOA) and other technologies, TruePosition's location system calculates the latitude and longitude of a designated wireless telephone or transmitter and forwards the information in real time to application software. TruePosition's current offerings cover major wireless air interfaces including Code Division Multiple Access (CDMA), Global System for Mobile Communications (GSM) and Universal Mobile Telecommunications System (UMTS). TruePosition's Long Term Evolution (LTE) offering is under development.


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        On February 14, 2014, TruePosition completed the acquisition of Skyhook Wireless, Inc. (Skyhook). Skyhook is a provider of hybrid wireless positioning technology and contextual location intelligence worldwide. Skyhook is a global location network with more than 1 billion observed access points and over 13 million venues. The large amount of data collected by Skyhook powers all of its products, providing a location for any mobile app or device and delivering it with context. Skyhook utilizes demographics to create a way for companies and agencies to gather increased and contextual data on


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consumers' mobile behavior, improving mobile customer experience, and allowing advertisers to reach their audiences in new and relevant ways.

        When we refer to "our business" in this prospectus, we are referring to the businesses of our equity affiliate Charter and our wholly-owned subsidiary TruePosition and their respective subsidiaries following the Spin-Off.subsidiaries.

        Our principal executive offices are located at 12300 Liberty Blvd., Englewood, Colorado 80112. Our main telephone number is (720) 875-5700.


Recent Developments

        On April 25, 2014, Charter and Comcast Corporation (Comcast) entered into a binding agreementterm sheet (theComcast Agreement), which contemplates three transactions: (1) a contribution and spin-off transaction, (2) the exchange of certain cable systems and (3) a purchase by Charter of certain cable systems (collectively, theComcast Transactions). Comcast has disclosed that the Comcast Transactions are expected to be executed substantially contemporaneously with each other and will be consummated as promptly as practicable following the merger of a subsidiary of Comcast with TWC pursuant to the Agreement and Plan of Merger dated as of February 12, 2014, by and among Comcast, TWC and Tango Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Comcast, as previously announced by Comcast and TWC.

        Also, as disclosed by Comcast and Charter, in connection withPursuant to the Comcast Transactions,Agreement, a wholly owned subsidiary of Charter (New Charter) will convert into a corporation and thereafter, a newly formed, wholly owned subsidiary of New Charter will merge with and into Charter with the effect that all shares of Charter will be converted into shares of New Charter and New Charter will survive as the publicly-traded parent company of Charter (theCharter Reorganization). Another newly formed, wholly owned subsidiary of New Charter will merge with and into a former wholly owned subsidiary of Comcast, GreatLand Connections Inc. (SpinCoGreatLand Connections) which will hold and operate certain systems currently owned by Comcast and which will be spun-off (theComcast Spin-Off) as described in clause (1) of the definition of Comcast Transactions above, with SpinCoGreatLand Connections surviving (theMerger). In the Merger, (i) New Charter will acquire certain SpinCoGreatLand Connections shares, and (ii) in exchange for such SpinCoGreatLand Connections shares, the SpinCoGreatLand Connections shareholders will receive New Charter shares (theStock Issuance). Comcast and Charter have both previously disclosed that, as a result of the Merger, it is expected that New Charter will own approximately 33% of SpinCoGreatLand Connections and SpinCoGreatLand Connections shareholders, comprised of Comcast shareholders (including legacy TWC shareholders), will own approximately 13% of New Charter.

        On April 25, 2014, concurrently with the execution of the Comcast Agreement, Comcast entered into a voting agreement (theVoting Agreement) with Liberty (which is beingwas assigned to us in the Spin-Off). Pursuant to the Voting Agreement, Liberty agreed,Broadband is obligated, among other things, to vote all of its shares of Charter common stock in favor of the Stock Issuance and any other matters for which the approval of Charter's stockholders is reasonably necessary to consummate the transactions contemplated by the Comcast Agreement, and against any actions that would reasonably be expected to prevent or delay the consummation of the transactions contemplated by the Comcast Agreement.

        LibertyFollowing the assignment of the Voting Agreement, Broadband has agreed, subject to certain exceptions, not to transfer its shares of Charter common stock during the term of the Voting Agreement. Both Broadband and Liberty further(which is still subject to certain provisions of the Voting Agreement) have agreed that, subject to certain exceptions,


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neither itBroadband nor Liberty, respectively, nor certain related entities will knowingly acquire ownership of any SpinCoGreatLand Connections stock until the second anniversary of the Merger.


        In connection with the execution

Table of the Voting Agreement, Liberty received a letter from Charter (theCharter Side Letter) clarifying certain issues under the stockholders agreement entered into between Liberty and Charter in March 2013 (which is being assigned to us in the Spin-Off (theCharter Stockholders Agreement)), including, among other things, that following the merger of Charter with a subsidiary of New Charter, New Charter will be substituted for Charter for all purposes under the Charter Stockholders Agreement, and that the term Company Common Stock, as defined and used in the Charter Stockholders Agreement, will thereafter refer to the common stock of New Charter and acknowledging that Liberty's execution, delivery and performance of its obligations under the Voting Agreement will not result in a breach, violation or default in respect of its obligations under the Charter Stockholders Agreement.Contents


        If the Comcast Transactions are consummated, our equity interests in Charter would be converted into equity interests in New Charter. In addition, the completion of the Comcast Transactions will result in the combined Comcast-TWC entity divesting approximately 3.9 million customers and Charter acquiring 1.41.5 million existing TWC customers, increasing Charter's current video customer base from 4.44.3 million to approximately 5.7 million, and making Charter the second largest cable operator in the United States.


The Spin-Off

        In the Spin-Off, Liberty distributed, at 5:00 p.m., New York City time, on November 4, 2014, to the holders of its Series A common stock, Series B common stock and Series C common stock as of 5:00 p.m., New York City time, on October 29, 2014, as a dividend, all the shares of our common stock. In the Spin-Off, each holder of Liberty's common stock received one-fourth of a share of the corresponding series of our common stock for each share held as of the record date for the distribution, with cash issued in lieu of fractional shares. In connection with the Spin-Off, we entered into certain agreements with Liberty, including the reorganization agreement and the tax sharing agreement, pursuant to which, among other things, we and Liberty indemnify each other against certain liabilities that may arise from our respective businesses. See "Certain Relationships and Related Party Transactions—Relationships Between Broadband and Liberty." For additional information about the Spin-Off, please see our Registration Statement on Form S-1 (File No. 333-197619) and the amendments thereto filed with the Securities and Exchange Commission (SEC) with respect to the Spin-Off (theSpin-Off S-1).


The Rights Offering

        The following is a brief summary of the terms of the Spin-Off.rights offering. Please see "The Spin-Off"Rights Offering" for a more detailed description of the matters described below.

Q:
What is the Spin-Off?a rights offering?

A:
In the Spin-Off, LibertyA rights offering is a distribution of subscription rights on a pro rata basis to all stockholders of a company. We will distribute to the holders of itsour Series A, common stock, Series B common stock and Series C common stock as a dividend, allof the rights distribution record date, one transferable subscription right issued by us to purchase one share of our Series C common stock (aSeries C Right) for every five shares of our common stock. Following the Spin-Off, we will be a separate company from Liberty, and Liberty will not have any ownership interest in us. You are not required to pay any consideration or give up any portion of your Series A, LibertySeries B and Series C common stock, Series B Liberty common stock or Series C Liberty common stock to receive sharesas applicable, held as of our common stock in the distribution.

Q:
Can Liberty decide not to complete the Spin-Off?rights distribution record date.

A:
Yes. Liberty's board of directors has reserved the right, in its sole discretion, to amend, modify or abandon the Spin-Off and related transactions at any time prior to the distribution date. In addition, the Spin-Off is subject to the satisfaction of certain conditions, some of which may be waived by the Liberty board of directors in its sole discretion. See "The Spin-Off—Conditions to the Spin-Off." In the event the Liberty board of directors amends, modifies or abandons the Spin-Off, Liberty intends to promptly issue a press release and file a Current Report on Form 8-K to report such event.

Q:
What will I receive inare the Spin-Off?record and distribution dates for the rights offering?

A:
HoldersEach holder of LMCA will receive a dividendrecord of one-fourth of a shareshares of our Series A common stock for eachas of 5:00 p.m., New York City time, on December 4, 2014 (therights distribution record date) will be entitled to receive Series C Rights on therights distribution date, which will be as of 5:00 p.m., New York City time, on December 10, 2014.

Q:
What are the Series C Rights?

A:
Each whole share of LMCA held by them on the record date, holders of LMCB will receive a dividend of one-fourth of a share of our Series B common stock for each whole share of LMCB held by them on the record date and holders of LMCK will receive a dividend of one-fourth of aC Right entitles its holder to purchase one share of our Series C common stock for each whole sharefrom us, at a subscription price of LMCK held by them$[    •    ], which is equal to a 20% discount to the 20-trading day volume weighted average trading price of our Series C common stock beginning on November 5, 2014, which was the first day on which our Series C common stock began trading "regular way" (meaning once the common stock trades using a standard settlement cycle) on the record date. Cash will be issuedNasdaq Global Select Market following the distribution of our common stock in lieu of fractional shares of Liberty common stock.the Spin-Off (such price, thesubscription price and such 20 "regular way" trading day period, thesubscription price determination period).

 


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Q:
IsWhat do I have to do to receive Series C Rights?

A:
Nothing. Holders of our common stock on the completionrights distribution record date are not required to pay any cash or deliver any other consideration, or give up any shares of our common stock, to receive the Series C Rights distributable to them in the rights distribution.
Q:
What is the basic subscription privilege?

A:
The basic subscription privilege entitles each holder of a whole Series C Right to purchase one share of our Series C common stock, for the subscription price.

Q:
What is the oversubscription privilege?

A:
The oversubscription privilege entitles each holder of a whole Series C Right, if the holder fully exercises its basic subscription privilege, to subscribe at the subscription price for up to that number of shares of our Series C common stock, as applicable, that are offered in the rights offering but are not purchased by the other rightsholders under their basic subscription privilege.

Q:
What are the limitations on the oversubscription privilege?

A:
We will be able to satisfy exercises of the Spin-Off subjectoversubscription privilege only if rightsholders subscribe for less than all of the shares of our Series C common stock that may be purchased under the basic subscription privilege of the Series C Rights. If sufficient shares are available, we will honor the oversubscription requests in full. If oversubscription requests exceed the shares available, we will allocate the available shares pro rata among those who oversubscribed in proportion to the number of shares of Series C common stock that each rightsholder purchases pursuant to its basic subscription privilege or, if less, the number of shares for which it oversubscribed.

Q:
How will fractional Series C Rights be treated in the rights offering?

A:
We will not issue, or pay cash in lieu of, fractional rights. Instead, we will round up any conditions?fractional Series C Right to the nearest whole right.

Q:
Do the Series C Rights provide the holder with any right to subscribe for shares of our Series A common stock or Series B common stock?

A:
No. Series C Rights only entitle the holders to subscribe for shares of our Series C common stock.

Q:
When will the rights offering commence and when will it expire?

A:
The rights offering will commence on [    •    ], 2014. The rights offering will expire at 5:00 p.m., New York City time, on [    •    ], 2015, which will be the 20th trading day following the commencement of the rights offering (such date and time, theexpiration time), unless we extend it. We may extend the expiration time for any reason and for any length of time at the discretion of our board of directors. However, we may not extend the expiration time of the rights offering for more than 25 trading days past the original 20 trading day period. If we do not complete the rights offering by the 45th trading day of the subscription period, we will cause the subscription


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Q:
Are there any conditions to the rights distribution?

A:
The completion of the Spin-Off and related transactions arerights distribution is subject to the satisfaction (as determined by the Libertyour board of directors in its sole discretion) of the following conditions, certain of which may be waived by the Liberty board of directors in its sole discretion:conditions:

Liberty'sour receipt of the opinion of Skadden, Arps, Slate, Meagher & Flom LLP (Skadden Arps) to the effect that, the Spin-Off will qualify as a tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Internal Revenue Code of 1986, as amended (theCode), and that, for U.S. federal income tax purposes, (i) no gain or loss will be recognized by Liberty upon the distribution of our common stock in the Spin-Off, and (ii) no gain or loss will be recognized by, and no amount will be included in the income of, holders of Libertyour common stock upon the receipt of shares of our common stockSeries C Rights in the Spin-Off (except with respect to the receipt of cash in lieu of fractional shares of our common stock);rights distribution;

the effectiveness under the Securities Act of 1933, as amended (theSecurities Act), of the Registration Statement on Form S-1, of which this prospectus forms a part,part; and the effectiveness of the registration of the Broadband common stock under Section 12 of the Securities Exchange Act of 1934, as amended (theExchange Act);

the approval of the Nasdaq Stock Market LLC (Nasdaq) for the listing of our Series A common stock and Series C common stock;Rights.

the entry into margin loan arrangements by our company and one or more of our subsidiaries which would provide for borrowings up to an aggregate principal amount of $400 million; and

any material regulatory or contractual consents or approvals that the Liberty board determines to obtain shall have been obtained.
Q:
What is being distributed inCan you terminate the Spin-Off?rights offering?

A:
Approximately 26,115,357Yes. Our board of directors may determine to abandon the rights distribution at any time prior to the rights distribution date, and, even after the Series C Rights have been distributed, may also determine to abandon the rights offering prior to its commencement or terminate the rights offering following its commencement for any reason before the expiration time.

Q:
If you terminate the rights offering, will my subscription payment be refunded to me?

A:
Yes. If we terminate the rights offering, the subscription agent will return promptly all subscription payments received by it. We will not pay interest on, or deduct any amounts from, subscription payments if we terminate the rights offering.

Q:
If I purchase subscription rights in the market and you terminate the rights offering, will I be reimbursed the price I paid to purchase my rights?

A:
No. If you purchase Series C Rights in the market and we terminate the rights offering at any time, you will incur the loss of the entire price you paid to acquire your Series C Rights.

Q:
Why are you conducting the rights offering and how will you use the proceeds received from the rights offering?

A:
We are conducting the rights offering to raise capital for general corporate purposes. The proceeds may be used, among other purposes, for investments in new business opportunities. We determined the subscription price and the number of Series C Rights to distribute based on, among other things, the estimated market price of our Series C common stock following the Spin-Off, discounts used in similar rights offerings, the general conditions of the securities markets and the amount of proceeds, after any deductions for expenses related to the rights offering, we wish to raise.

Q:
How many shares of your Series C common stock do you expect to be outstanding following the rights offering?

A:
Based on [    •    ] shares of our Series A common stock, 2,468,518[    •    ] shares of our Series B common stock and 57,168,131[    •    ] shares of our Series C common stock will be distributed in the Spin-Off, basedoutstanding on the number of shares of LMCA, LMCBrights distribution record date, and LMCKassuming the rights offering is fully subscribed, we would have outstanding on August 31, 2014. Theapproximately [    •    ] shares of our common stock to be distributed by Liberty will constitute all the issued and outstanding shares of ourSeries C common stock immediately afterfollowing the distribution. The exact number of shares to be distributed in the Spin-Off will not be known until the record date.

Q:
When will the Spin-Off be effective?

A:
Liberty intends to effect the Spin-Off at 5:00 p.m., New York City time, on the distribution date. At such time, holders of Liberty common stock ascompletion of the record date will receive their shares of Broadband common stock. Following the record date and prior to the distribution date, Liberty will cause 100% of our common stock to be placed in a reserve account with Computershare Trust Company, N.A. (Computershare), as distribution agent for the Spin-Off, with instructions to distribute such shares on the distribution date.rights offering.

 


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Q:
What transactions are occurring in connection withHow might the Spin-Off other than those involved inrights offering affect the internal restructuring?trading price of your Series C common stock?

A:
In connection withWe cannot assure you as to how the Spin-Off, a wholly-owned subsidiary of Broadband (BroadbandSPV) intends to enter into margin loans in an aggregate principal amount of $400 million (theMargin Loans), secured by a portionrights offering will impact the trading price of our ownership interest in Charter (whichSeries C common stock. Historically, due to the inclusion of a discounted subscription price and the resulting dilution, rights offerings have adversely impacted the trading price of the underlying shares, especially during the period the rights offering remains open.

Q:
How do I exercise my Series C Rights?

A:
Subscription materials, including rights certificates, will be guaranteed solely by our company), pursuantmade available to which BroadbandSPV will borrow $320 million prior toholders upon the completioncommencement of the Spin-Off and will have $80 million availablerights offering. Each holder who wishes to be drawn. See "Description of Certain Indebtedness—Margin Loans." Pursuant toexercise the internal restructuring, and prior to the Spin-Off, Broadband will distribute $300 million in cash (less expenses incurred in connection with the Margin Loans) to Liberty. Liberty intends to use all of the distributed proceeds received from Broadband to repurchase shares of Liberty common stockbasic subscription privilege under its share repurchase program, pursuant to a special authorization by Liberty's board of directors, within twelve months following the completion of the Spin-Off.
subscription agent.

Q:
What should I do if I want to participate in the rights offering but my shares of Broadband common stock will be held in the relationship be between Broadband and Liberty aftername of my broker or a custodian bank on the Spin-Off?rights distribution record date?

A:
FollowingWe will ask brokers, dealers and nominees holding shares of our common stock on behalf of other persons to notify these persons of the Spin-Off, our companyrights offering. Any beneficial owner wishing to sell or exercise its Series C Rights will need to have its broker, dealer or nominee act on its behalf. Each beneficial owner should complete and Libertyreturn to its broker, dealer or nominee the form entitled "Beneficial Owner Election Form." This form will operate independently, and neither will have any ownership interest in the other. In connectionbe available with the Spin-Off, however, weother subscription materials from brokers, dealers and Liberty (or certainnominees holding shares of its subsidiaries) are entering into certain agreements in order to governour common stock on behalf of other persons on the ongoing relationships between our company and Liberty after the Spin-Off and to provide for an orderly transition.
distribution record date.

Q:
What areWill I receive subscription materials by mail if my address is outside the reasons for the Spin-Off?United States?

A:
The Liberty boardNo. We will not mail rights certificates to any person with an address outside the United States. Instead, the subscription agent will hold rights certificates for the account of directors believes thatall foreign holders. To exercise those Series C Rights, each such holder must notify the Liberty common stock is trading at a meaningful discountsubscription agent on or before 11:00 a.m., New York City time, on the fifth day before the expiration date, and establish to the underlying valuesatisfaction of Liberty's businessesthe subscription agent that it is permitted to exercise its Series C Rights under applicable law. The subscription agent will attempt to sell, if feasible, the Series C Rights held on behalf of any foreign holder who fails to notify the subscription agent and assets and has considered various restructuring alternatives, including the proposed tracking stock structure announced earlier thisprovide acceptable

 


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Q:
What do I have to do to participate in the distribution?

A:
Nothing. Holders of Liberty common stock on the record date for the Spin-Off are not required to pay any cash or deliver any other consideration, or give up any shares of Liberty common stock, to receive the shares of our common stock distributable to them in the distribution.
Q:
Will I receive physical certificates representing shares of Broadband common stock following the distribution?be charged any fees if I exercise my rights?

A:
No. In the distribution, no physical certificates representing shares of Broadband common stockWe will not charge a fee to holders for exercising their rights. However, any holder exercising its rights through a broker, dealer or nominee will be delivered to stockholders. Instead, Broadband, with the assistance of Computershare, the distribution agent, will electronically distribute shares of Broadband common stock in book-entry form to youresponsible for any fees charged by its broker, dealer or your bank or brokerage firm on your behalf. If you are a record holder of Liberty common stock on the record date, Computershare will mail you a book-entry account statement that reflects your shares of Broadband common stock. If you are a beneficial owner of Liberty common stock (but not a record holder) on the record date, your bank or brokerage firm will credit your account with the shares of Broadband common stock that you are entitled to receive.nominee.

Q:
WillMay I transfer my Series C Rights if I do not want to purchase any shares?

A:
Yes. The Series C Rights being distributed to our stockholders are transferable, and we anticipate that they will begin trading on the numberNasdaq Global Select Market under the symbol "LBRKR" following the rights distribution date and will cease trading at the close of sharesmarket immediately prior to the expiration time. However, we cannot assure you that a trading market for the Series C Rights will develop.
Q:
How may I sell my Series C Rights?

A:
Any holder who wishes to sell its rights should contact its broker or dealer. Any holder who wishes to sell its rights may also seek to sell the rights through the subscription agent. Each holder will be responsible for all fees associated with the sale of its rights, whether the rights are sold through its own change as a resultbroker or dealer or the subscription agent. We cannot assure you that any person, including the subscription agent, will be able to sell any rights on your behalf.
Q:
Am I required to subscribe in the Spin-Off?rights offering?

A:
No. TheHowever, any stockholder who chooses not to exercise its rights will experience dilution to its equity interest in our company.

Q:
If I exercise rights in the rights offering, may I cancel or change my decision?

A:
No. All exercises of rights are irrevocable.

Q:
If I exercise my rights, when will I receive the shares for which I have subscribed?

A:
We will issue the shares of our Series C common stock for which subscriptions have been properly delivered to the subscription agent prior to the expiration time, as soon as practicable following the expiration time. We will not be able to calculate the number of shares of any series of Libertyour Series C common stock that you own will not change as a result of the Spin-Off.

 


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Q:
Have you or your board of directors made a recommendation as to whether I should exercise or sell my rights or how I should pay my subscription price?

A:
No. Neither we nor our board of directors has made any recommendation as to whether you should exercise or transfer your rights. You should decide whether to transfer your rights, subscribe for shares of our Series C common stock, or simply take no action with respect to your rights, based on your own assessment of your best interests.

Q:
What are the material U.S. federal income tax consequences of the Spin-Off?rights distribution and the rights offering to me?

A:
The Spin-OffIt is conditioned upona non-waivable condition to the receipt by Liberty ofrights distribution that we receive the opinion of Skadden Arps to the effect that, the Spin-Off will qualify as a tax-free transaction under Section 355, Section 368(a)(1)(D) and related provisions of the Code and that, for U.S. federal income tax purposes, (i) no gain or loss will be recognized by Liberty upon the distribution of our common stock in the Spin-Off, and (ii)among other things, no gain or loss will be recognized by, and no amount will be included in the income of, holders of Libertyour common stock upon the receipt of sharesSeries C Rights in the rights distribution. Stockholders who receive Series C Rights in the rights distribution will not recognize taxable income, gain or loss in connection with the exercise of such Series C Rights pursuant to the rights offering. Any holder who sells its Series C Rights prior to exercise will generally recognize gain or loss upon such sale. For a more complete summary of the material U.S. federal income tax consequences of the rights distribution and the rights offering to holders of our common stock, inplease see the Spin-Off (except with respect to the receipt of cash in lieu of fractional shares of our common stock). The receipt of the opinion, as well as certain other conditions to the Spin-Off, may not be waived by the Liberty board of directors. We expect to receive the opinion of Skadden Arps on or prior to the distribution date.
Q:
Does Broadband intend to pay cash dividends?

A:
No. We currently intend to retain future earnings, if any, to finance the expansion of our businesses. As a result, we do not expect to pay any cash dividends in the foreseeable future. All decisions regarding the payment of dividends by our company will be made by our board of directors, from time to time, in accordance with applicable law.

Q:
Where will Broadband common stock trade?What should I do if I have other questions?

A:
Currently, there is no public market for our common stock. Subject to the consummation of the Spin-Off, we expect to list our Series A common stock and our Series C common stock on the Nasdaq Global Select Market under the symbols "LBRDA" and "LBRDK," respectively. Although no assurance can be given, we currently expect that our Series B common stock will trade on the OTC Bulletin Board under the symbol "LBRDB."
Q:
What costs and risks were considered by the board of directors of Liberty in determining whether to effect the Spin-Off?

A:
Liberty's board considered a number of costs and risks associated with the Spin-Off, including:

After the Spin-Off, the Liberty common stock and Broadband common stock will have smaller market capitalizations than the current market capitalization of the Liberty common stock, and their stock prices may be more volatile than the Liberty common stock price was prior to the Spin-Off. The board also considered the possibility that the combined market values of the separate stocks may be lower than the market value of the Liberty common stock prior to the Spin-Off.

The risk of being unable to achieve the benefits expected from the Spin-Off.


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Q:
What will happen to the listing of Liberty common stock?

A:
The Series A, Series B and Series C Liberty common stock will continue to trade on the Nasdaq Global Select Market following the Spin-Off.

Q:
Will I have appraisal rights in connection with the Spin-Off?

A:
No. Holders of Liberty common stock are not entitled to appraisal rights in connection with the Spin-Off.

Q:
Who is the transfer agent for your common stock?

A:
Computershare Trust Company, N.A., 250 Royall Street, Canton, MA 02021, telephone: (866) 367-6355.

Q:
Who is the distribution agent for the Spin-Off?

A:
Computershare Trust Company, N.A., 250 Royall Street, Canton, MA 02021, telephone: (866) 367-6355.

Q:
Whom can I contact for more information?

A:
If you have questions relating toor need assistance, please contact D.F. King & Co., Inc., the mechanics ofinformation agent for the distribution, you should contact the distribution agent. Before the Spin-Off, if you have questions relating to the Spin-Off, you should contact the office of Investor Relations of Liberty, 12300 Liberty Blvd., Englewood, Colorado 80112, telephone: (720) 875-5400.

Pursuant to a services agreement to be entered into between our companyrights offering, at (212) 269-5550 (for banks and Liberty, Liberty will provide our company with investor relations assistance for a period following the Spin-Off. Accordingly, if you have questions relating to Broadband following the Spin-Off, you should contact the office of Investor Relations of Liberty, 12300 Liberty Blvd., Englewood, Colorado 80112, telephone: (720) 875-5400.

brokers) or (800) 949-2583 (toll free).

 


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RISK FACTORS

        An investment in our common stock involves risks. You should consider carefully the risks described below together with all of the other information included in this prospectus in evaluating our company and our common stock. Any of the following risks, if realized, could have a material adverse effect on the value of our common stock. The risks described below and elsewhere in this prospectus are not the only ones that relate to our businesses, our capitalization, the Spin-Off or the Spin-Off.rights offering. The risks described below are considered to be the most material. However, there may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that also could have material adverse effects on our businesses. Past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods. If any of the events below were to occur, our businesses, prospects, financial condition, results of operations and/or cash flows could be materially adversely affected. This prospectus contains forward-looking statements that contain risks and uncertainties. Please refer to the section entitled "Cautionary Statements Concerning Forward-Looking Statements" on page 4543 of this prospectus in connection with your consideration of the risk factors and other important factors that may affect future results described below.

For purposes of these risk factors, unless the context otherwise indicates, we have assumed that the Spin-Off has occurred.


Factors Relating to Our Corporate History and Structure

The combined financial information of Broadband included in this prospectus is not necessarily representative of Broadband's future financial position, future results of operations or future cash flows nor does it reflect what Broadband's financial position, results of operations or cash flows would have been as a stand-alone company during the periods presented.

        On November 4, 2014, we were spun-off from Liberty, and prior to that time, we were a wholly owned subsidiary of Liberty. Because the historical combined financial information of Liberty included in this prospectus largely reflects the historical results of TruePosition and other businesses, assets and liabilities of Liberty, it is not representative of Broadband's future financial position, future results of operations or future cash flows, nor does it reflect what Broadband's financial position, results of operations or cash flows would have been as a stand-alone company, pursuing independent strategies, during the periods presented, especially in light of the fact that the future results of operations will be significantly affected by the results of Charter.

We are a holding company, and we could be unable to obtain cash in amounts sufficient to service our financial obligations or meet our other commitments.

        Our ability to meet our current and future financial obligations, including to make debt service obligations under the Margin Loans, and other contractual commitments depends upon our ability to access cash. We are a holding company, and our sources of cash include our available cash balances, net cash from the operating activities of our wholly-owned subsidiary TruePosition, any dividends and interest we may receive from our investments, available funds under the Margin Loans (which are expectedis equal to equal $80$28.7 million less a portion of which is expected to be used to fundfollowing the exercise of our warrants to acquire additional shares of Charter common stock (theCharter warrants) following the Spin-Off) and proceeds from any asset sales we may undertake in the future. The proceeds from thethis rights offering we intend to effect following the Spin-Off is expected to comprise our primary source of cash, and no assurance can be given that the rights offering will be successfully completed. Although we currently have no plans with respect to any asset sales, we may be required to monetize certain of our assets if the rights offering is not successfully completed. In addition, the ability of our only operating subsidiary to pay dividends or to make other payments or advances to us depends on its operating results and any statutory, regulatory or contractual restrictions to which it may be or may become subject.


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We do not have access to the cash that Charter generates from its operating activities.

        Charter generated approximately $1,209$1,729 million, $1,025$1,563 million, $2,158 million, $1,876 million and $1,737 million of cash from its operations during the sixnine months ended JuneSeptember 30, 2014 and 2013 and the years ended December 31, 2013, 2012 and 2011, respectively. Charter uses the cash it generates from its operations primarily to fund its business operations and to service its debt and other financial obligations. We do not have access to the cash that Charter generates unless Charter declares a dividend on its capital stock payable in cash, repurchases any or all of its outstanding shares of capital stock for cash (subject to any contractual restrictions on our ability to participate in any such repurchase) or otherwise distributes or makes payments to its stockholders, including us. Historically, Charter has not paid any dividends on its capital stock or, with limited exceptions, otherwise distributed cash to its stockholders and instead has used all of its available cash in the expansion of its business and to service its debt obligations. Covenants in Charter's existing debt instruments also restrict the payment of dividends and cash distributions to stockholders. We expect that Charter will continue to apply its available cash to the expansion of its business.

Our company may have future capital needs and may not be able to obtain additional financing on acceptable terms.

        In connection with the Spin-Off, a wholly-owned subsidiary of Broadband (BroadbandSPV will enter) entered into two margin loan agreements (theMargin Loan Agreements) pursuant to which BroadbandSPV will borrowborrowed $320 million prior to the completion of the Spin-Off and we will havehad $80 million available to be drawn immediately following the Spin-Off, a portion of which is expected to be$51.3 million has since been used to fund the exercise of ourthe Charter warrants. Following the exercise of the Charter warrants, BroadbandSPV's borrowings under the Margin Loan Agreements are $371.3 million, with $28.7 million available to acquire additional shares of Charter common stock following the Spin-Off.be drawn. The obligations under the Margin Loan Agreements are guaranteed solely by our company and are secured by a portion of our ownership interest in Charter. Such equity interests will beare held through BroadbandSPV. The terms of the Margin Loan Agreements may limit our company's ability to secure additional financing on favorable terms, and our cash flow from operations may be insufficient to satisfy our financial obligations under indebtedness outstanding from time to time. Our ability to secure additional financing and satisfy our financial obligations will depend upon the operating performance of our subsidiary, TruePosition, the value of our investment in Charter, prevailing general economic and credit market conditions, including interest rate levels and the availability of credit generally, and financial, business and other factors, many of which are beyond our control. There can be no assurance that sufficient financing will be available on desirable terms or at all. If financing is not available when needed or is not available on favorable terms, we may be unable to take advantage of business or market opportunities as they arise, which could have a material adverse effect on our business and financial condition.

We have significant indebtedness, which could adversely affect our business and financial condition.

        As discussed above, in connection with the Spin-Off, BroadbandSPV will enterentered into the Margin Loan Agreements, pursuant to which BroadbandSPV will borrow $320currently has borrowings of $371.3 million prior to the completion of the Spin-Off and will have $80with an additional $28.7 million available to be drawn immediately following the Spin-Off.drawn. As a result of this significant indebtedness, our company may:


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        In addition, it is possible that we may need to incur additional indebtedness in the future. If new debt is added to the current debt levels, the risks described above could intensify. For additional limitations on our company's ability to potentially service our direct debt obligations, see "We are a holding company, and we could be unable to obtain cash in amounts sufficient to service our financial obligations or meet our other commitments" and "We do not have access to the cash that Charter generates from its operating activities" above. Also, please see "Description of Certain Indebtedness—Margin Loans" for a description of the Margin Loan Agreements and our payment obligations thereunder.

The agreements that govern our current and future indebtedness may contain various affirmative and restrictive covenants that will limit our discretion in the operation of our business.

        As discussed above, in connection with the Spin-Off, BroadbandSPV will enterentered into the Margin Loan Agreements, pursuant to which BroadbandSPV will borrow $320currently has borrowings of $371.3 million prior to the completion of the Spin-Off and will have $80with an additional $28.7 million available to be drawn immediately following the Spin-Off.drawn. The Margin Loan Agreements will contain various covenants, including those that limit our ability to, among other things, incur indebtedness by BroadbandSPV, enter into financing arrangements with respect to the portion of stock of Charter pledged to secure the loans under the Margin Loan Agreements and cause BroadbandSPV to enter into unrelated businesses or otherwise conduct a business other than owning common stock of Charter and other assets as permitted under the Margin Loan documents. We may also enter into certain other indebtedness arrangements in the future. The instruments governing such indebtedness often contain covenants that, among other things, place certain limitations on our ability to incur more debt, exceed specified leverage ratios, pay dividends, make distributions, make investments, repurchase stock, create liens, enter into transactions with affiliates, merge or consolidate, and transfer or sell assets. Any failure to comply with such covenants could result in an event of default, which, if not cured or waived, could have a material adverse effect on our business and financial condition.

We havePrior to the Spin-Off, we had no operating history as a separate company upon which you can evaluate our performance.

        We doPrior to the Spin-Off, we did not have an operating history as a separate public company. Accordingly, there can be no assurance that our business strategy will be successful on a long-term basis. We may not be able to grow our businesses as planned and may not be profitable.

We rely on Charter to provide us with the financial information that we use in accounting for our ownership interest in Charter as well as information regarding Charter that we include in our public filings.

        We account for our approximately 26% ownership interest in Charter using the equity method of accounting and, accordingly, in our financial statements we record our share of Charter's net income or loss. Within the meaning of U.S. accounting rules, we rely on Charter to provide us with financial information prepared in accordance with generally accepted accounting principles, which we use in the application of the equity method. We also rely on Charter to provide us with the information regarding their company that we include in our public filings. In addition, we cannot change the way in which Charter reports its financial results or require Charter to change its internal controls over financial reporting. No assurance can be given that Charter will provide us with the information necessary to enable us to complete our public filings on a timely basis or at all. Furthermore, any material misstatements or omissions in the information Charter provides to us or publicly files could have a material adverse effect on our financial statements and filing status under federal securities laws.


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We may become subject to the Investment Company Act of 1940.

        We do not believe we are currently subject to regulation under the Investment Company Act of 1940, because our investment in Charter enables us to exercise significant influence over Charter. We have substantial involvement in the management and affairs of Charter, including through Liberty'sour board nominees (who will become our nominees upon the assignment to us of the Charter Stockholders Agreement).nominees. Liberty haspreviously had nominated four of Charter's ten current directors, and, following the Spin-Off, we will assumeassumed Liberty's nomination right under the terms of the Charter Stockholders Agreement. If, however, our investment in Charter were deemed to become passive (such as in the event that our equity interest were significantly diluted, including in connection with the Comcast Transactions, and our nominees ceased to serve as directors of Charter), we could become subject to regulation under the Investment Company Act of 1940. In such event, we would be required to register as an investment company, which could result in significant registration and compliance costs, could require changes to our corporate governance structure and financial reporting, could restrict our activities going forward and could adversely impact our existing capital structure. For example, we would not be permitted to keep our dual class capital structure. Our restated charter includes a provision that would enable us, at the option of our board of directors, to automatically convert each outstanding share of our Series B common stock into one share of our Series A common stock at such time as we have outstanding less than 20% of the total number of shares of our Series B common stock issued in the Spin-Off. See "Description of Our Capital Stock—Our Common Stock—Conversion." In addition, if we were to become inadvertently subject to the Investment Company Act of 1940, any violation of this act could subject us to material adverse consequences, including potentially significant regulatory penalties and the possibility that our contracts would be deemed unenforceable. For more information about the Charter Stockholders Agreement, see "Certain Relationships and Related Party Transactions—Relationships Between Broadband and Charter—Charter Stockholders Agreement.Agreement, As Amended."


Factors Relating to Charter

        The following risks relate specifically to our equity affiliate Charter. If any of these risks were realized, they could have a material adverse effect on the value of our equity interests in Charter, which could negatively impact our stock price and our financial prospects.

Charter has a significant amount of debt and may incur significant additional debt, including secured debt, in the future, which could adversely affect its financial health and ability to react to changes in its business.

        Charter has a significant amount of debt and may (subject to applicable restrictions in each of our debt instruments) incur additional debt in the future. As of JuneSeptember 30, 2014, Charter's total principal amount of debt was approximately $14.1$17.7 billion.

        As a result of this significant indebtedness, Charter may:


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    Be placed at a disadvantage compared to its competitors that have proportionately less debt; and


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    Be adversely affected by Charter's relationship with customers and suppliers.

        If current debt amounts increase, the related risks that Charter faces will intensify.

The agreements and instruments governing Charter's debt contain restrictions and limitations that could significantly affect Charter's ability to operate its business, as well as significantly affect its liquidity.

        Charter's credit facilities and the indentures governing its debt contain a number of significant covenants that could adversely affect Charter's ability to operate its business, liquidity and results of operations. These covenants restrict, among other things, Charter and its subsidiaries' ability to:

    incur additional debt;

    repurchase or redeem equity interests and debt;

    issue equity;

    make certain investments or acquisitions;

    pay dividends or make other distributions;

    dispose of assets or merge;

    enter into related party transactions; and

    grant liens and pledge assets.

        Additionally, the Charter Communications Operating, LLC (Charter Operating) credit facilities require Charter Operating to comply with a maximum total leverage covenant and a maximum first lien leverage covenant. The breach of any covenants or obligations in its indentures or credit facilities, not otherwise waived or amended, could result in a default under the applicable debt obligations and could trigger acceleration of those obligations, which in turn could trigger cross defaults under other agreements governing Charter's long-term indebtedness. In addition, the secured lenders under the Charter Operating credit facilities and the secured lenders under the CCO Holdings, LLC (CCO Holdings) credit facility could foreclose on their collateral, which includes equity interests in Charter's subsidiaries, and exercise other rights of secured creditors.

Charter depends on generating sufficient cash flow to fund its debt obligations, capital expenditures, and ongoing operations.

        Charter is dependent on its cash on hand and cash flow from operations to fund its debt obligations, capital expenditures and ongoing operations.

        Charter's ability to service its debt and to fund its planned capital expenditures and ongoing operations will depend on its ability to continue to generate cash flow and its access (by dividend or otherwise) to additional liquidity sources at the applicable obligor. Charter's ability to continue to generate cash flow is dependent on many factors, including:

    its ability to sustain and grow revenues and cash flow from operations by offering video, Internet, voice, advertising and other services to residential and commercial customers, to adequately meet the customer experience demands in its markets and to maintain and grow its customer base, particularly in the face of increasingly aggressive competition, the need for innovation and the related capital expenditures and the difficult economic conditions in the United States;

    the impact of competition from other market participants, including but not limited to incumbent telephone companies, direct broadcast satellite operators, wireless broadband and

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