As filed with the Securities and Exchange
Commission on December 18, 2020
Registration No. 333-248854
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LIBERTY BROADBAND CORPORATION
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of
incorporation
or organization) |
4841
(Primary Standard Industrial Classification
Code Number) |
47-1211994
(I.R.S. Employer
Identification Number) |
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5700
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Renee L. Wilm
Chief Legal Officer
Liberty Broadband Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5700
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies of all communications, including communications sent
to agent for service, should be sent to:
Jeffrey J. Rosen
Michael A. Diz
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000 |
Renee L. Wilm
Chief Legal Officer
GCI Liberty, Inc.
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5900 |
Samantha H. Crispin
Nicole Perez
Beverly B. Reyes
Baker Botts L.L.P.
30 Rockefeller Plaza
New York, New York 10112
(212) 408-2500 |
Approximate date of commencement of the
proposed sale of the securities to the public: As soon as practicable after the conditions to the proposed combination described
in the joint proxy statement/prospectus contained herein have been satisfied or (to the extent permitted) waived.
If the securities being registered on this Form are being
offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following
box. ¨
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant
to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. x Registration
No. 333-248854
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x |
Accelerated filer ¨ |
Non-accelerated filer ¨ |
Smaller reporting company ¨
Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
If applicable, place an X in the box to designate the appropriate
rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender
Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party
Tender Offer) ¨
EXPLANATORY NOTE
This Post-Effective Amendment No. 1
to Form S-4 amends the Registration Statement on Form S-4 of Liberty Broadband Corporation, a Delaware corporation (Registration
No. 333-248854), as amended prior to the date hereto (the “Registration Statement”), which was declared
effective by the Securities and Exchange Commission on October 30, 2020.
This Post-Effective Amendment No. 1
is being filed for the purpose of (i) replacing Exhibit 8.1: Form of Opinion of Debevoise & Plimpton LLP
regarding certain tax matters, previously filed with the Registration Statement, with a final, executed version of Exhibit 8.1,
(ii) replacing Exhibit 8.2: Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain
tax matters, previously filed with the Registration Statement, with a final, executed version of Exhibit 8.2 and (iii) updating
Item 21 of Part II of the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect
the replacement of such exhibits.
Item 21. Exhibits and Financial Statement Schedules
Exhibit
Number |
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Description |
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2.1 |
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Agreement and Plan of Merger, dated as of August 6, 2020, by and among Liberty Broadband Corporation, GCI Liberty, Inc., Grizzly Merger 1, LLC and Grizzly Merger Sub 2, Inc. (included as Annex A to the joint proxy statement/prospectus contained in this registration statement).†* |
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3.1 |
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Restated Certificate of Incorporation of Liberty Broadband Corporation (incorporated by reference to Exhibit 3.1 to Liberty Broadband Corporation’s Current Report on Form 8-K filed on November 10, 2014 (File No. 001-36713)). |
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3.2 |
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Amended and Restated Bylaws of Liberty Broadband Corporation (incorporated by reference to Exhibit 3.1 to Liberty Broadband Corporation’s Current Report on Form 8-K filed on August 13, 2015 (File No. 001-36713)). |
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3.3 |
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Form of Certificate of Designations of Series A Cumulative Redeemable Preferred Stock of Liberty Broadband Corporation (included as Annex L to the joint proxy statement/prospectus contained in this registration statement).* |
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4.1 |
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Specimen Certificate for shares of Series B Common Stock of Liberty Broadband Corporation (incorporated by reference to Exhibit 4.2 to Liberty Broadband Corporation’s Registration Statement on Form S-1 filed on July 25, 2014 (File No. 333-197619) (the “S-1”)). |
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4.2 |
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Specimen Certificate for shares of Series C Common Stock of Liberty Broadband Corporation (incorporated by reference to Exhibit 4.3 to the S-1). |
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4.3 |
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Specimen Certificate for shares of Series A Cumulative Redeemable Preferred Stock of Liberty Broadband Corporation.* |
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4.4 |
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Description of Liberty Broadband Corporation’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.7 to Liberty Broadband Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 3, 2020 (File No. 001-36713)). |
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5.1 |
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Opinion of Potter Anderson & Corroon LLP regarding validity of the securities being registered hereunder.* |
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8.1 |
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Opinion of Debevoise & Plimpton LLP regarding certain tax matters.# |
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8.2 |
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding certain tax matters.# |
10.1 |
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Voting Agreement, dated as of August 6, 2020, by and among Liberty Broadband Corporation and the Stockholders (as defined therein) (included as Annex D to the joint proxy statement/prospectus contained in this registration statement).* |
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10.2 |
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Voting Agreement, dated as of August 6, 2020, by and among GCI Liberty, Inc. and the Stockholders (as defined therein) (included as Annex E to the joint proxy statement/prospectus contained in this registration statement).* |
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10.3 |
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Exchange Agreement, made and entered into as of August 6, 2020, by and among Liberty Broadband Corporation, John C. Malone and the John C. Malone 1995 Revocable Trust U/A DTD 3/6/1995 (included as Annex F to the joint proxy statement/prospectus contained in this registration statement).* |
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10.4 |
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Assumption and Joinder Agreement to Tax Agreement, made and entered into as of August 6, 2020, by and among Liberty Broadband Corporation, GCI Liberty, Inc. and Qurate Retail, Inc. (included as Annex H to the joint proxy statement/prospectus contained in this registration statement).* |
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10.5 |
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Tax Sharing Agreement, dated as of March 9, 2018, by and between GCI Liberty, Inc. and Qurate Retail, Inc. (incorporated by reference to Exhibit 10.1 to GCI Liberty, Inc.’s Current Report on Form 8-K filed on March 14, 2018 (File No. 001-38385) (the “March 2018 8-K”)). |
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10.6 |
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Assumption and Joinder Agreement to Indemnification Agreement, made and entered into as of August 6, 2020, by and among Liberty Broadband Corporation, GCI Liberty, Inc., LV Bridge, LLC, Qurate Retail, Inc. and Liberty Interactive LLC (included as Annex I to the joint proxy statement/prospectus contained in this registration statement).* |
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10.7 |
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Indemnification Agreement, dated as of March 9, 2018, by and among Qurate Retail, Inc., GCI Liberty, Inc., Liberty Interactive LLC and LV Bridge, LLC (incorporated by reference to Exhibit 10.2 to the March 2018 8-K). |
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10.8 |
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Assignment and Assumption Agreement, dated as of August 6, 2020, by and among Liberty Broadband Corporation, GCI Liberty, Inc., Qurate Retail, Inc., Liberty Interactive LLC and Grizzly Merger Sub 1, LLC (included as Annex J to the joint proxy statement/prospectus contained in this registration statement).* |
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10.9 |
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Agreement and Plan of Reorganization, dated as of April 4, 2017, by and among Liberty Interactive Corporation, Liberty Interactive LLC and General Communication, Inc. (incorporated by reference to Exhibit 2.1 to GCI Liberty, Inc.’s Current Report on Form 8-K/A filed on May 1, 2017 (File No. 000-15279)). |
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10.10 |
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Amendment No. 1 to Reorganization Agreement, dated as of July 19, 2017, by and among Liberty Interactive Corporation, Liberty Interactive LLC, and General Communication, Inc. (incorporated by reference to Exhibit 10.4 to GCI Liberty, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed on November 2, 2017 (File No. 000-15279)). |
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10.11 |
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Amendment No. 2 to Reorganization Agreement, dated as of November 8, 2017, by and among Liberty Interactive Corporation, Liberty Interactive LLC and General Communication, Inc. (incorporated by reference to Exhibit 10.1 to GCI Liberty, Inc.’s Current Report on Form 8-K filed on November 9, 2017 (File No. 000-15279)). |
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10.12 |
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Termination Agreement, dated as of August 6, 2020, by and among Liberty Broadband Corporation, GCI Liberty, Inc. and LV Bridge, LLC (included as Annex G to the joint proxy statement/prospectus contained in this registration statement).* |
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10.13 |
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Letter Agreement, dated as of August 6, 2020, by and among Liberty Broadband Corporation, GCI Liberty, Inc. and LV Bridge, LLC (included as Annex K to the joint proxy statement/prospectus contained in this registration statement).* |
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23.1 |
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Consent of KPMG LLP with respect to Liberty Broadband Corporation.* |
23.2 |
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Consent of KPMG LLP with respect to Charter Communications, Inc.* |
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23.3 |
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Consent of KPMG LLP with respect to GCI Liberty, Inc.* |
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23.4 |
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Consent of Potter Anderson & Corroon LLP (included in Exhibit 5.1). |
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23.5 |
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Consent of Debevoise & Plimpton LLP (included in Exhibit 8.1).# |
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23.6 |
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.2).# |
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24.1 |
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Power of Attorney.* |
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99.1 |
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Consent of Perella Weinberg Partners.* |
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99.2 |
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Consent of Evercore Group L.L.C.* |
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99.3 |
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Form of Proxy Card of Liberty Broadband Corporation.* |
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99.4 |
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Form of Proxy Card of GCI Liberty, Inc.* |
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99.5 |
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Audited consolidated financial statements of Charter Communications, Inc. as of December 31, 2019 and 2018 and for each of the years ended December 31, 2019, 2018 and 2017 (incorporated by reference to Charter Communications, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-33664), filed on January 31, 2020). |
* Previously filed.
# Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Englewood, Colorado, on December 18, 2020.
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LIBERTY BROADBAND CORPORATION |
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By: |
/s/ Renee L. Wilm |
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Name: Renee L. Wilm |
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Title: Chief Legal Officer |
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE |
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TITLE |
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DATE |
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* |
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Chairman of the Board and Director |
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John C. Malone |
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* |
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Director, Chief Executive Officer and President (Principal Executive Officer) |
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Gregory B. Maffei |
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* |
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Chief Accounting Officer and Principal Financial Officer (Principal Financial and Principal Accounting Officer) |
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Brian J. Wendling |
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* |
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Julie D. Frist |
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Director |
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* |
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Richard R. Green |
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Director |
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* |
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J. David Wargo |
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Director |
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* |
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John E. Welsh III |
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Director |
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December 18, 2020 |
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* By: |
/s/ Renee L. Wilm |
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Renee L. Wilm |
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Attorney-in-fact |