Liberty Broadband amends Charter stake filing

TL;DR

Liberty Broadband updated its Charter stake filing on 9/23. Watch for details on ownership changes.

AI Summary

Liberty Broadband Corp filed an amendment (10) to its Schedule 13D on September 23, 2024, regarding its holdings in Charter Communications, Inc. The filing indicates a change in the beneficial ownership of Charter Communications' Class A Common Stock. Specific details on the exact percentage change or dollar amounts are not immediately available in this excerpt but are typically detailed within the full filing.

Why It Matters

This filing signals a potential shift in a major shareholder's position in Charter Communications, which could influence the company's stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's stake, which can lead to increased stock volatility.

Key Players & Entities

• Liberty Broadband Corp (company) — Filing entity
• Charter Communications, Inc. (company) — Subject company
• Renee L. Wilm, Esq. (person) — Authorized contact person

FAQ

Key Financial Figures

• $0.001 — ssuer) CLASS A COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securiti
• $0.01 — are of Series A Common Stock, par value $0.01 per share, of the Reporting Person (the
• $356.64 — hares of Common Stock to the Issuer for $356.64 per share in cash. On August 15, 2024,
• $318.58 — hares of Common Stock to the Issuer for $318.58 per share in cash. Other than as disclo

Filing Documents

• tm2424530d2_sc13da.htm (SC 13D/A) — 45KB
• tm2424530d2_ex99-7aa.htm (EX-99.7(AA)) — 14KB
• tm2424530d2_ex99-7bb.htm (EX-99.7(BB)) — 10KB
• tm2424530d2_ex99-7x.htm (EX-99.7(X)) — 3KB
• 0001104659-24-102044.txt ( ) — 75KB

Purpose of Transaction

Item 4. Purpose of Transaction. The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: On September 23, 2024, the Reporting Person communicated to the Issuer a non-binding response (the “ Response ”) to a non-binding proposal received from the Issuer (the “ Charter Proposal ”), which Charter Proposal outlined the terms of a proposed combination of the Reporting Person with the Issuer (the “ Combination ”) whereby each stockholder of the Reporting Person would receive 0.228 of a share of Common Stock for each share of Series A Common Stock, par value $0.01 per share, of the Reporting Person (the “ Series A Common Stock ”), Series B Common Stock, par value $0.01 per share, of the Reporting Person (the “ Series B Common Stock ”) and Series C Common Stock, par value $0.01 per share, of the Reporting Person (the “ Series C Common Stock ” and together with the Series A Common Stock and the Series B Common Stock, “ LBC Common Stock ”). The Charter Proposal also provided that this exchange ratio assumes GCI Holdings, LLC (“ GCI ”) is not included in the Combination, but that the Issuer is willing to discuss terms for a transaction that would include GCI. In the Response, the Reporting Person proposed that in the Combination each stockholder of the Reporting Person would receive 0.2900 of a share of Common Stock for each share of LBC Common Stock. The Response also provided that the Combination would include GCI and that the Issuer would assume or refinance the Reporting Person’s debt and preferred stock. The Combination is intended to be tax-free and would be subject to, among other things, the negotiation and execution of mutually acceptable definitive transaction documents, applicable board approvals and approval of the requisite holders of a majority of the voting power of the Reporting Person

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) - (b) The Reporting Person is the beneficial owner of 45,571,206 shares of Common Stock, constituting 31.9% of the outstanding shares of Common Stock, calculated based on the 142,741,186 shares of Common Stock outstanding as of June 30, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, filed with the SEC on July 26, 2024. Mr. John C. Malone beneficially owns 1,691 shares of Common Stock. Mr. Gregory B. Maffei beneficially owns 7,569 shares of Common Stock. To the Reporting Person’s knowledge, Mr. Malone and Mr. Maffei each have sole voting and dispositive power over the shares of Common Stock beneficially owned by them. J. David Wargo beneficially owns 15,045 shares of Common Stock. To the Reporting Person’s knowledge, Mr. Wargo has shared dispositive power over the shares of Common Stock beneficially owned by him. Gregg L. Engles beneficially owns 97 shares of Common Stock consisting of nine shares held by his spouse and 88 shares held by a family partnership. To the Reporting Person’s knowledge, Mr. Engles has shared voting and dispositive power over the shares of Common Stock held by his spouse and sole voting and dispositive power over the shares of Common Stock held by a family partnership. Julie D. Frist beneficially owns 4,415 shares of Common Stock, which includes (i) 1,898 shares of Common Stock held by four trusts of which Ms. Frist is the trustee for the benefit of her immediate family members and (ii) 2,517 shares held by three trusts over which Ms. Frist may be deemed to have shared dispositive power. To the Reporting Person’s knowledge, Ms. Frist has sole voting and dispositive power over the shares of Common Stock described in clause (i) of the prior sentence and shared dispositive power over the sha

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information: The information contained in Item 4 of this Amendment is incorporated by reference into this Item.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits

of the Schedule 13D is hereby amended and supplemented

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following: 7(aa) Correspondence, dated as of September 15, 2024, from Charter Communications, Inc. to Liberty Broadband Corporation 7(bb) Correspondence, dated as of September 23, 2024, from Liberty Broadband Corporation to Charter Communications, Inc. 7(x) Assistant Secretary’s Certificate. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: September 23, 2024 LIBERTY BROADBAND CORPORATION By: /s/ Craig Troyer Name: Craig Troyer Title: Senior Vice President and Assistant Secretary SCHEDULE 1 DIRECTORS AND EXECUTIVE OFFICERS OF LIBERTY BROADBAND CORPORATION The name and present principal occupation of each director and executive officer of Liberty Broadband Corporation is set forth below. The business address for each person listed below is c/o Liberty Broadband Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. All executive officers and directors listed are United States citizens. Name and

Business

Principal Occupation and Principal Business (if applicable) John C. Malone Chairman of the Board of Liberty Broadband Corporation Gregory B. Maffei President, Chief Executive Officer and Director of Liberty Broadband Corporation Gregg L. Engles Director of Liberty Broadband Corporation Julie D. Frist Director of Liberty Broadband Corporation Richard R. Green Director of Liberty Broadband Corporation Sue Ann R. Hamilton Director of Liberty Broadband Corporation J. David Wargo Director of Liberty Broadband Corporation John E. Welsh III Director of Liberty Broadband Corporation Brian J. Wendling Chief Accounting Officer and Principal Financial Officer of Liberty Broadband Corporation Renee L. Wilm Chief Legal Officer and Chief Administrative Officer of Liberty Broadband Corporation

View Full Filing

View this SC 13D/A filing on SEC EDGAR