UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On June 24, 2024, Liberty Broadband Corporation (“Liberty Broadband”) announced the proposed offering of $500 million aggregate original principal amount of exchangeable senior debentures due 2054 (the “Debentures”) pursuant to an exemption under the Securities Act of 1933, as amended. Liberty Broadband also expects to grant the initial purchasers an option to purchase additional Debentures with an aggregate principal amount of up to $75 million. Liberty Broadband intends to use the net proceeds of the offering to fund the repayment of existing indebtedness and for general corporate purposes.
Substantially concurrently with the offering of the Debentures, a bankruptcy remote wholly owned subsidiary of Liberty Broadband intends to amend (the “MLA Amendment”) its margin loan agreement, dated as of August 31, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date of this Current Report on Form 8-K, the “Margin Loan Agreement”) with BNP Paribas, New York Branch, as the administrative agent, BNP Paribas, as calculation agent, and the lenders party thereunder, to, among other things, extend the maturity date under the Margin Loan Agreement to June 30, 2027. The offering of the Debentures is not conditioned on the consummation of the MLA Amendment.
This Current Report on Form 8-K and the press release regarding the launch of the offering attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated June 24, 2024, regarding the proposed private offering. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the proposed offering of the Debentures and the use of proceeds therefrom and the consummation of the MLA Amendment. 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 Current Report on Form 8-K, 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 Current Report on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 24, 2024
| LIBERTY BROADBAND CORPORATION | ||
| By: | /s/ Wade Haufschild | |
| Name: Wade Haufschild | ||
| Title: Senior Vice President | ||