Liberty Broadband Corporation has communicated a counterproposal to Charter Communications, Inc in response to an initial merger proposal. In the counterproposal, Liberty Broadband outlined the terms of a proposed combination with Charter in an all-stock transaction. The proposed transaction includes a closing date of June 30, 2027, or such earlier date as the parties shall mutually agree.
As part of the counterproposal, Liberty Broadband proposed that holders of each series of Liberty Broadband common stock would receive 0.2900 of a share of Charter Class A common stock in exchange for each share of Liberty Broadband common stock.
The proposed transaction would involve Charter assuming or refinancing Liberty Broadband’s debt at or prior to closing as well as Liberty Broadband’s outstanding preferred stock. During the pendency of the transaction, Liberty Broadband, including GCI, would operate in the ordinary course of business, subject to the terms of the definitive transaction agreements.
The proposed transaction would be subject to negotiation and execution of mutually acceptable definitive transaction documents, applicable board approvals, the requisite approval of Liberty Broadband stockholders, and the approval of a majority of the stockholders of Liberty Broadband unaffiliated with John Malone and his affiliates. Additionally, the transaction would be subject to customary closing conditions, including the receipt of requisite regulatory approvals and applicable tax opinions.
Liberty Broadband President & CEO, Greg Maffei, expressed that the proposed transaction would rationalize the dual corporate structure between Charter and Liberty Broadband, providing enhanced trading liquidity and removing Liberty Broadband’s existing governance rights. It would also provide clarity to shareholders and continue the strong partnership with Charter in the interim.
For additional information, Liberty Broadband's letter to Charter has been filed as an exhibit to the amendment to Liberty Broadband’s Schedule 13D filed on September 23, 2024. No further updates on the proposed transaction will be provided unless and until definitive documents are executed or discussions between the parties terminate. Following these announcements, the company's shares moved 1.5%, and are now trading at a price of $59.87. If you want to know more, read the company's complete 8-K report here.
