UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

 

 

Date of Report (date of earliest event reported): November 4, 2014

 

 

 

LIBERTY BROADBAND CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

 

 

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

 

 

Registrant's telephone number, including area code: (720) 875-5700

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01.  Entry into a Material Definitive Agreement
Item 2.01. Completion of Acquisition or Disposition of Assets

 

On November 4, 2014 at 5:00 p.m., New York City time (the “Effective Time”), Liberty Media Corporation (“Liberty”) completed its previously announced spin-off (the “Spin-Off”) of its former wholly-owned subsidiary Liberty Broadband Corporation (the “Company”).

The Spin-Off was accomplished by the distribution (the “Distribution”) by Liberty of a dividend of (i) one-fourth of a share of the Company’s Series A common stock for each outstanding share of Liberty’s Series A common stock as of 5:00 p.m., New York City time, on October 29, 2014 (such date and time, the “Record Date”), (ii) one-fourth of a share of the Company’s Series B common stock for each outstanding share of Liberty’s Series B common stock as of the Record Date and (iii) one-fourth of a share of the Company’s Series C common stock for each outstanding share of Broadband’s Series C common stock as of the Record Date, in each case, with cash issued in lieu of fractional shares. As a result of the Spin-Off, the Company is an independent, publicly traded company and its assets and liabilities consist of  its 26% ownership interest in, and warrants to purchase additional shares of, Charter Communications, Inc., its 100% ownership interest in TruePosition, Inc., a minority equity investment in Time Warner Cable Inc. (“TWC”), certain deferred tax liabilities, liabilities related to a TWC call option and $320 million in indebtedness (with an additional $80 million available to be drawn). Prior to the Spin-Off, the Company distributed $300 million in cash to Liberty (the source of which was proceeds from the Company’s margin loan entered into prior to and in connection with the Spin-Off).

In connection with the Spin-Off, the following agreements were entered into by the Company (the “Spin-Off Agreements”):

The section of the prospectus forming a part of Amendment No. 3 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on October 23, 2014 (File No. 333-197619) (the “Prospectus”), entitled “Certain Relationships and Related Party Transactions—Relationships Between Broadband and Liberty,” which describes the material terms of the Spin-Off Agreements, is incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of the Spin-Off Agreements, which are filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K.

 

Item 3.03.  Material Modification to Rights of Securities Holders

Item 5.03.  Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On November 3, 2014, the Company filed its Restated Certificate of Incorporation (the “Restated Charter”) with the Delaware Secretary of State, which was effective as of 4:01 p.m. EST on November 4, 2014.  The Restated Charter provided for the reclassification of the Company’s former Common Stock, par value $0.01 per share, into the Company’s Series A common stock, Series B common stock and Series C common stock  (the “Company

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Common Stock”).  The Restated Charter sets forth the terms of the Company Common Stock and describes the rights of holders of the Company Common Stock.  The Series A common stock and Series C common stock began trading on the Nasdaq Global Select Market on a when-issued basis on November 4, 2014 under the temporary symbols “LBDAV” and “LBDKV” and began trading in the regular way under the permanent symbols “LBRDA” and “LBRDK” on November 5, 2014. The Series B common stock began quotation on the OTC Markets on a when-issued basis on November 4, 2014 under the temporary symbol “LBDBV” and began quotation in the regular way under the permanent symbol “LBRDB” on November 5, 2014.

 

Also on November 4, 2014, effective as of the Effective Time, the Company restated its bylaws (the “Bylaws”) to read as filed as Exhibit 3.2 this Current Report on Form 8-K.

 

The sections of the Prospectus entitled “Authorized Capital Stock”, “Our Common Stock”, “Our Preferred Stock” and “Other Provisions of our Certificate of Incorporation and Bylaws,” which describe certain provisions of the Restated Charter and Bylaws, are incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of the Restated Charter and the Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

 

 

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Resignation of Richard N. Baer from the Board of Directors

In connection with the closing of the Spin-Off, Richard N. Baer resigned from the Company’s board of directors, effective immediately prior to the Effective Time. Mr. Baer remains Senior Vice President and General Counsel of the Company.

 

Appointment of New Directors

 

At the Effective Time, the size of the Company’s board of directors was increased to five directors, and to fill the vacancies and newly created directorships resulting from the resignation described above and the expansion of the board of directors, John C. Malone, Donne F. Fisher, Richard R. Green and John E. Welsh III were appointed to the board of directors of the Company. Following the appointments, the Company has a total of five directors divided among three classes and John C. Malone serves as Chairman of the board of directors of the Company.  Messrs. Malone and Mr. Maffei will serve as members of the Executive Committee of the board of directors of the Company.  Messrs. Fisher, Green and Welsh will serve as members of the Audit, Compensation and Nominating and Corporate Governance Committees of the board of directors of the Company.  

 

Officers of the Company

 

In connection with the Spin-Off, the individuals listed below, who served as the executive officers of Liberty prior to the Spin-Off, were elected and appointed to serve as executive officers of the Company.

 

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Item 8.01.  Other Events

 

On November 4, 2014,  Liberty issued a press release (the “Press Release”) announcing the completion of the Spin-Off. The full text of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

 

 

 

 

Item 9.01.  Financial Statements and Exhibits

 

(b) The information required to be filed pursuant to Items 2.01 and 9.01 pursuant to Article 11 of Regulation S-X is incorporated by reference to the Financial Statements included in the Prospectus under the heading “Liberty Broadband Corporation.”

 

(d)  Exhibits

 

 

 

 

 

   

 

 

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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: November 10, 2014

 

LIBERTY BROADBAND CORPORATION

 

 

By:  /s/ Wade Haufschild

Name: Wade Haufschild

Title:   Vice President

 

 

 

 

 

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EXHIBIT INDEX

 

 

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