Liberty Broadband amends Charter 13D filing

TL;DR

Liberty Broadband updated its Charter 13D filing as of Nov 12. No major changes noted.

AI Summary

Liberty Broadband Corp filed an amendment (11) to its Schedule 13D on November 14, 2024, regarding its holdings in Charter Communications, Inc. The filing indicates a change in the date as of which the information is current to November 12, 2024. No specific changes in beneficial ownership or dollar amounts are detailed in this amendment excerpt.

Why It Matters

This filing is an update to a significant shareholder's disclosure, providing transparency on ownership stakes in a major telecommunications company.

Risk Assessment

Risk Level: low — This is a routine amendment to a previous filing, not indicating new or significant changes in ownership or strategy.

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 — squo;s Series A common stock, par value $0.01 per share (“ Series A Common Stoc
• $331.55 — hares of Common Stock to the Issuer for $331.55 per share in cash. On September 17, 202
• $356.64 — hares of Common Stock to the Issuer for $356.64 per share in cash. Other than as disclo
• $100 m — n an amount equal to the greater of (i) $100 million, and (ii) an amount such that imm
• $100 million — y repurchases will be the lesser of (i) $100 million and (ii) an amount equal to the sum of

Filing Documents

• tm2428438d2_sc13da.htm (SC 13D/A) — 59KB
• 0001104659-24-119241.txt ( ) — 60KB

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 to a non-binding proposal received from the Issuer, which collectively outlined the terms of a proposed combination of the Reporting Person with the Issuer. On November 12, 2024, the Reporting Person entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with the Issuer, Fusion Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of the Issuer (“ Merger LLC ”), and Fusion Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of Merger LLC (“ Merger Sub ”), whereby, subject to the terms thereof, (i) Merger Sub will merge with and into the Reporting Person (the “ Merger ”), with the Reporting Person surviving the Merger as the surviving corporation and a wholly owned subsidiary of Merger LLC, and (ii) the Merger will be immediately followed by a merger of, the Reporting Person, as such surviving corporation, with and into Merger LLC (the “ Upstream Merger ”, and together with the Merger, the “ Combination ”), with Merger LLC surviving the Upstream Merger as the surviving company and a wholly owned subsidiary of the Issuer. In addition, in connection with the Merger Agreement, on November 12, 2024, certain trusts related to Dr. John C. Malone (collectively, the “ Malone Stockholders ”) entered into a Voting Agreement (the “ Malone Voting Agreement ”) with the Reporting Person and the Issuer, pursuant to which, among other things, the Malone Stockholders have agreed, subject to the terms of the Malone Voting Agreement, to vote their respective shares of the Reporting Person’s Series A common stock, par value $0.01 per share (“ Series A Common Sto

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 45,560,806 shares of Common Stock, constituting 32.0% of the outstanding shares of Common Stock, calculated based on the 142,195,750 shares of Common Stock outstanding as of September 30, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, filed with the SEC on November 1, 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

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: SHA Amendment Simultaneously with the execution and delivery of the Merger Agreement, Reporting Person, Issuer and Advance/Newhouse Partnership, a New York general partnership (“A/N”) have entered into an amendment (“ Stockholders and Letter Agreement Amendment ”) to (i) that certain Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015 (as amended, the “ Stockholders Agreement ”), by and among the Reporting Person, Issuer and A/N, and (ii) that certain Letter Agreement, dated as of February 23, 2021 (the “ Letter Agreement ”), by and between the Reporting Person and Issuer. The Stockholders and Letter Agreement Amendment sets forth certain agreements relating to the governance of the Issuer and the participation of the Reporting Person in the Issuer’s share repurchase program. Pursuant to the Stockholders and Letter Agreement Amendment, each month during the pendency of the proposed Transactions, Issuer will repurchase shares of Common Stock from the Reporting Person in an amount equal to the greater of (i) $100 million, and (ii) an amount such that immediately after giving effect thereto, the Reporting Person would have sufficient cash to satisfy certain obligations as set forth in the Stockholders and Letter Agreement Amendment and Merger Agreement, provided that if any repurchase would reduce the Reporting Person’s equity interest in the Issuer below 25.25% after giving effect to such repurchase or if all or a portion of such repurchase is not permitted under applicable law, then the Issuer shall instead loan to the Reporting Person an amount equal to the lesser of (x) the repurchase amount that cannot be repurchased and (y) the Reporting Perso

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(cc) Agreement and Plan of Merger, dated November 12, 2024, by and among Liberty Broadband Corporation, Charter Communications, Inc., Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc. (incorporated by reference to Exhibit 2.1 to the Reporting Person’s Current Report on Form 8-K (SEC File No. 001-35707) filed with the SEC on November 13, 2024). 7(dd) Voting Agreement, dated November 12, 2024, by and among Liberty Broadband Corporation, Charter Communications, Inc., The John C. Malone 1995 Revocable Trust, The Leslie A. Malone 1995 Revocable Trust, The Malone Family Land Preservation Foundation and the John C. Malone June 2003 Charitable Unitrust (incorporated by reference to Exhibit 10.1 to the Reporting Person’s Current Report on Form 8-K (SEC File No. 001-35707) filed with the SEC on November 13, 2024). 7(ee) Voting Agreement, dated November 12, 2024, by and among Liberty Broadband Corporation, Charter Communications, Inc., Gregory B. Maffei, Maven GRAT 1, LLC, Maven 2017-1 GRAT, LLC and the Maffei Foundation (incorporated by reference to Exhibit 10.2 to the Reporting Person’s Current Report on Form 8-K (SEC File No. 001-35707) filed with the SEC on November 13, 2024). 7(ff) Amendment No. 1 to the Second Amended and Restated Stockholders Agreement and the Letter Agreement, dated November 12, 2024, by and among Liberty Broadband Corporation, Charter Communications, Inc. and Advance/Newhouse Partnership (incorporated by reference to Exhibit 10.3 to the Reporting Person’s Current Report on Form 8-K (SEC File No. 001-35707) filed with the SEC on November 13, 2024). 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: November 14, 2024 LIBERTY BROADBAND CORPORATION By: /s/ Katherine C. Jewell Name: Katherine C. Jewel

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