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Liberty Broadband Corporation Announces Proposed Private Offering of Exchangeable Senior Debentures

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Liberty Broadband (Nasdaq: LBRDA) announced a private offering of $500 million in exchangeable senior debentures due 2054, potentially increasing to $575 million if initial purchasers exercise their option to buy more. These debentures can be exchanged for Charter Communications Class A stock, or its cash equivalent, during specified periods. The company plans to use the proceeds for debt repayment and general corporate purposes. The offering is to Qualified Institutional Buyers and isn't registered under the Securities Act of 1933 or state securities laws.

Positive
  • $500 million private offering of exchangeable senior debentures, potentially rising to $575 million.
  • Proceeds will be used to repay existing debt and for general corporate purposes, supporting financial stability.
Negative
  • The offering is not registered under the Securities Act of 1933 or state securities laws, limiting potential buyers.
  • Reliance on a private offering may indicate potential difficulties in accessing public capital markets.

Insights

Liberty Broadband Corporation is planning a private offering of $500 million in exchangeable senior debentures. These debentures will be exchangeable for shares of Charter Communications Class A common stock. From a financial perspective, this move is significant for a few reasons.

Firstly, the use of proceeds to repay existing debt indicates that Liberty Broadband is looking to manage its debt levels effectively. This is a positive sign, as reducing debt can improve the company's financial health and lower interest expenses over the long term. It’s important for investors to note that refinancing debt often aims to take advantage of lower interest rates or better terms, which can improve cash flow.

Secondly, the exchangeable nature of the debentures gives holders the option to convert their debt into Charter stock. This can be attractive for investors who see potential upside in Charter's stock. However, this also introduces some equity dilution risk for Charter shareholders, which might be a point of concern.

Investors should also be aware that this offering is not registered under the Securities Act, which means it is limited to Qualified Institutional Buyers. Retail investors won't have direct access, but the implications of the offering can still affect them indirectly.

In summary, this strategic move by Liberty Broadband could be seen as a way to strengthen its financial footing while offering potential upside through Charter stock. However, investors should weigh the benefits of debt management against the potential dilution of Charter's equity.

The announcement of Liberty Broadband's private offering of exchangeable senior debentures can be dissected from a market strategy view as well. Exchangeable debentures are a way for companies to raise capital while offering flexibility to investors. They provide a potential equity upside in the underlying shares of Charter Communications, which can be appealing given Charter's robust market position.

This flexible structure is likely advantageous in attracting institutional investors who are looking for fixed income investments with equity kicker potential. For Liberty Broadband, tying the debentures to Charter stock could potentially align interests while mitigating direct equity dilution. The use of proceeds for general corporate purposes and debt repayment is a clear indication of strategic financial planning, possibly aiming to optimize operational efficiency and resource allocation.

From a retail investor's perspective, understanding the underlying value proposition of Charter's stock becomes critical, as the performance of these debentures will partly hinge on Charter’s market trajectory. Additionally, the constraint of the offering to Qualified Institutional Buyers suggests that Liberty Broadband is targeting a very specific investor profile, which can imply a certain level of sophistication and risk tolerance in its investor base.

ENGLEWOOD, Colo.--(BUSINESS WIRE)-- Liberty Broadband Corporation (“Liberty Broadband”) (Nasdaq: LBRDA, LBRDK, LBRDP) announced today that it intends to offer $500 million aggregate original principal amount of exchangeable senior debentures due 2054 (the “Debentures”), exchangeable for Charter Communications, Inc. (“Charter”) Class A common stock, in a private offering (or up to $575 million aggregate original principal amount of Debentures if the initial purchasers for the offering exercise in full their option to purchase additional Debentures). The Debentures will be exchangeable at the option of holders during specified periods. Upon an exchange of Debentures, Liberty Broadband, at its option, may deliver shares of Charter Class A common stock or the value thereof in cash or any combination of shares of Charter Class A common stock and cash.

Liberty Broadband intends to use the net proceeds of the offering to fund the repayment of existing indebtedness and for general corporate purposes.

The offering of the Debentures will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Debentures will be offered by means of an offering memorandum solely to “Qualified Institutional Buyers” pursuant to, and as that term is defined in, Rule 144A of the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Debentures nor shall there be any sale of Debentures in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

Forward-Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the intended private offering of Debentures and the use of proceeds therefrom. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases such as “possible,” “potential,” “intends” or “expects” or other words or phrases of similar import or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” “could,” or similar variations. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, general market conditions. These forward-looking statements speak only as of the date of this press release, and Liberty Broadband expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Broadband’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty Broadband, including its most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, for risks and uncertainties related to Liberty Broadband which may affect the statements made in this press release.

About Liberty Broadband Corporation

Liberty Broadband Corporation (Nasdaq: LBRDA, LBRDK, LBRDP) operates and owns interests in a broad range of communications businesses. Liberty Broadband’s principal assets consist of its interest in Charter Communications and its subsidiary GCI. GCI is Alaska’s largest communications provider, providing data, wireless, video, voice and managed services to consumer and business customers throughout Alaska and nationwide. GCI has delivered services over the past 40 years to some of the most remote communities and in some of the most challenging conditions in North America.

Liberty Broadband Corporation

Shane Kleinstein, 720-875-5432

Source: Liberty Broadband Corporation

FAQ

What is Liberty Broadband's new debt offering?

Liberty Broadband announced a $500 million private offering of exchangeable senior debentures due 2054, potentially increasing to $575 million.

What is the purpose of Liberty Broadband's debenture offering?

The proceeds will be used to repay existing debt and for general corporate purposes.

What is unique about Liberty Broadband's debentures?

The debentures are exchangeable for Charter Communications Class A stock or its cash equivalent during specified periods.

Are Liberty Broadband's debentures registered under the Securities Act?

No, the debentures are not registered under the Securities Act of 1933 or any state securities laws.

Who can purchase Liberty Broadband's new debentures?

The debentures are offered exclusively to Qualified Institutional Buyers as defined in Rule 144A of the Securities Act.

Liberty Broadband Corporation

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