LIBERTY BROADBAND CORPORATION
FORM OF NOTICE TO RIGHTSHOLDERS WHO ARE RECORD HOLDERS
Up to
[ ] Shares of Series C Common Stock
Issuable Upon Exercise of Transferable Rights
Enclosed for your consideration is a prospectus, dated [ ], 2014 (the "Prospectus"), relating to the offering (the "Rights Offering") by Liberty Broadband Corporation (the "Company") of transferable rights (the "Series C Rights") to subscribe for shares of the Company's Series C common stock, par value $0.01 per share ("Series C Common Stock"), by holders of record of the Company's Series A, Series B and Series C common stock ("Record Date Stockholders") as of 5:00 p.m., New York City time, on November 19, 2014 (the "Rights Distribution Record Date").
Pursuant to the Rights Offering, the Company is issuing Series C Rights to subscribe for up to [ ] shares of its Series C Common Stock, on the terms and subject to the conditions described in the Prospectus. The Series C Rights may be exercised at any time during the subscription period, which commences on [ ],2014. The Rights Offering will expire at 5:00 p.m., New York City time, on [ ], 2014, unless extended by the Company in its sole discretion (as it may be extended, the "Expiration Date"). The Series C Rights are transferable and will be listed for trading on The Nasdaq Global Select Market under the symbol "LBRKR" until the Expiration Date.
As described in the Prospectus, Record Date Stockholders received 1/5 of a Series C Right for each share of the Company's Series A, Series B or Series C common stock held by such holder as of the Rights Distribution Record Date. Each whole Series C Right entitles a holder (the "Rights Holder") to purchase one new share of Series C Common Stock, which is referred to as the "Basic Subscription." The subscription price per share is $[ ] (the "Subscription Price"), which is equal to a 20% discount to the 20 trading day volume weighted average trading price of the Series C Common Stock beginning on the first day on which the Series C Common Stock began trading in the "regular way" on the Nasdaq Global Select Market following the distribution (as such term is defined in the Prospectus).
If any shares of Series C Common Stock available for purchase in the Rights Offering are not subscribed for by Rights Holders pursuant to the Basic Subscription (the "Remaining Shares"), a Rights Holder that has exercised fully its Series C Rights pursuant to the Basic Subscription may subscribe for any Remaining Shares that are not otherwise subscribed for by Rights Holders, on the terms and subject to the conditions set forth in the Prospectus, including as to proration. We refer to these over-subscription privileges as the "Oversubscription Privilege."
The Series C Rights will be evidenced by subscription certificates (the "Rights Certificates").
Enclosed are copies of the following documents:
1. Prospectus, dated [ ], 2014; and
2. Rights Certificate.
Your prompt attention is requested. To exercise Series C Rights, you should complete and sign the Rights Certificate and forward it, with payment of the Subscription Price in full for each share of Series C Common Stock subscribed for pursuant to the Basic Subscription and the Oversubscription Privilege to Computershare Trust Company, N.A. (the "Subscription Agent"), as indicated on the Rights Certificate. The Subscription Agent must receive the properly completed and duly executed Rights Certificate and full payment at or prior to 5:00 p.m., New York City time, on the Expiration Date.
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You will have no right to rescind your subscription after receipt of your payment of the Subscription Price, except as described in the Prospectus. Series C Rights not exercised at or prior to 5:00 p.m., New York City time, on the Expiration Date will expire.
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE DIRECTED TO D.F. KING & CO., INC., THE INFORMATION AGENT, TOLL-FREE AT THE FOLLOWING TELEPHONE NUMBER: 1-888-628-9011.
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