Liberty Broadband Corporation Announces Cash Tender Offers for Any and All of the Outstanding 1.75% Exchangeable Senior Debentures due 2046, 2.75% Exchangeable Senior Debentures due 2050, and 1.25% Exchangeable Senior Debentures due 2050
ENGLEWOOD, Co (February 21, 2023) — Liberty Broadband Corporation (“Liberty Broadband”) (NASDAQ: LBRDA, LBRDK, LBRDP) announced today that it has commenced cash tender offers to purchase any and all of each of the $14,536,000 outstanding aggregate principal amount of Grizzly Merger Sub 1, LLC’s, a wholly owned subsidiary of Liberty Broadband, 1.75% Exchangeable Senior Debentures due 2046 (the “1.75% Debentures”), the $575,000,000 outstanding aggregate principal amount of Liberty Broadband’s 2.75% Exchangeable Senior Debentures due 2050 (the “2.75% Debentures”) and the $825,000,000 outstanding aggregate principal amount of Liberty Broadband’s 1.25% Exchangeable Senior Debentures due 2050 (the “1.25% Debentures” and, together with the 1.75% Debentures and the 2.75% Debentures, the “Debentures”) using the proceeds from the proposed sale of Liberty Broadband’s new exchangeable senior debentures due 2053, existing cash on hand and/or, to the extent necessary, borrowings under the margin loan agreement of Liberty Broadband’s indirect, wholly-owned special purpose entity (the “Margin Loan Agreement”).
The tender offers are being made pursuant to an offer to purchase and related notice of guaranteed delivery, each dated as of February 21, 2023. The tender offers will expire at 5:00 p.m., New York City time, on February 27, 2023 (as such time and date may be extended, the “expiration time”). Tendered Debentures may be withdrawn at any time before the expiration time.
Under the terms of the tender offers, holders of the Debentures that are validly tendered and accepted at or prior to the expiration time, or holders who deliver to the depositary and information agent a properly completed and duly executed notice of guaranteed delivery and timely deliver all required documents, each in accordance with the instructions described in the offer to purchase, will receive total cash consideration of (i) in the case of the 1.75% Debentures, $1,137.50 per $1,000 principal amount of 1.75% Debentures, (ii) in the case of the 2.75% Debentures, $1,000 per $1,000 principal amount of 2.75% Debentures and (iii) in the case of the 1.25% Debentures, $1,000 per $1,000 principal amount of 1.25% Debentures, plus, in each case, an amount equal to any accrued and unpaid interest up to, but not including, the settlement date, which is expected to be February 28, 2023.
The tender offers are contingent upon the consummation, on terms satisfactory to Liberty Broadband, of the proposed offer and sale of Liberty Broadband’s new exchangeable senior debentures due 2053 and the satisfaction of certain customary conditions. The tender offers are not conditioned on any minimum amount of Debentures being tendered. Liberty Broadband may amend, extend or terminate the tender offers in its sole discretion.
The tender offers are being made pursuant to the terms and conditions contained in the offer to purchase and related notice of guaranteed delivery, each dated February 21, 2023, copies of which may be requested from the information agent for the tender offers, D.F. King & Co., Inc., at (800) 487-4870 (Toll-Free) or (212) 269-5550, by email at LBRDA@dfking.com, or via the following web address: www.dfking.com/LBRDA. BofA Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC are acting as the Joint Dealer Managers for the tender
