As filed with the Securities and Exchange Commission on December 18, 2020
Registration No. 333-248854
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-4
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 | 4841 (Primary Standard Industrial Classification | 47-1211994 (I.R.S. Employer |
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)
Renee L. Wilm
Chief Legal Officer
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)
Copies of all communications, including communications sent to agent for service, should be sent to:
Jeffrey J. Rosen Michael A. Diz Debevoise & Plimpton LLP 919 Third Avenue New York, New York 10022 (212) 909-6000 | Renee L. Wilm Chief Legal Officer GCI Liberty, Inc. 12300 Liberty Boulevard Englewood, Colorado 80112 (720) 875-5900 | Samantha H. Crispin Nicole Perez Beverly B. Reyes Baker Botts L.L.P. 30 Rockefeller Plaza New York, New York 10112 (212) 408-2500 |
Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after the conditions to the proposed combination described in the joint proxy statement/prospectus contained herein have been satisfied or (to the extent permitted) waived.
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. ¨
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. ¨
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 effective registration statement for the same offering. x Registration No. 333-248854
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ¨
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form S-4 amends the Registration Statement on Form S-4 of Liberty Broadband Corporation, a Delaware corporation (Registration No. 333-248854), as amended prior to the date hereto (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on October 30, 2020.
This Post-Effective Amendment No. 1 is being filed for the purpose of (i) replacing Exhibit 8.1: Form of Opinion of Debevoise & Plimpton LLP regarding certain tax matters, previously filed with the Registration Statement, with a final, executed version of Exhibit 8.1, (ii) replacing Exhibit 8.2: Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax matters, previously filed with the Registration Statement, with a final, executed version of Exhibit 8.2 and (iii) updating Item 21 of Part II of the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the replacement of such exhibits.
Item 21. Exhibits and Financial Statement Schedules
* Previously filed.
# Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Englewood, Colorado, on December 18, 2020.
LIBERTY BROADBAND CORPORATION | ||
By: | /s/ Renee L. Wilm | |
Name: Renee L. Wilm | ||
Title: Chief Legal Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE | ||
* | Chairman of the Board and Director | |||
John C. Malone | ||||
* | Director, Chief Executive Officer and President (Principal Executive Officer) | |||
Gregory B. Maffei | ||||
* | Chief Accounting Officer and Principal Financial Officer (Principal Financial and Principal Accounting Officer) | |||
Brian J. Wendling | ||||
* | ||||
Julie D. Frist | Director | |||
* | ||||
Richard R. Green | Director | |||
* | ||||
J. David Wargo | Director | |||
* | ||||
John E. Welsh III | Director |
December 18, 2020 | |||
* By: | /s/ Renee L. Wilm | ||
Renee L. Wilm | |||
Attorney-in-fact |