UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On February 21, 2023, Liberty Broadband Corporation (“Liberty Broadband”) announced the proposed offering, and on February 22, 2023 announced pricing, of $1,100 million aggregate original principal amount of its 3.125% Exchangeable Senior Debentures due 2053 (the “Debentures”) pursuant to an exemption under the Securities Act of 1933, as amended. Liberty Broadband has also granted to the initial purchasers an option to purchase additional Debentures with an aggregate principal amount of up to $165 million. The offering is expected to close on February 28, 2023, subject to satisfaction of customary closing conditions. Liberty Broadband intends to use the net proceeds of the offering, together with existing cash on hand and/or borrowings under the margin loan agreement of Liberty Broadband’s indirect, wholly-owned special purpose entity, to repurchase any and all of the outstanding 1.75% Exchangeable Senior Debentures due 2046 of Grizzly Merger Sub 1, LLC, Liberty Broadband’s wholly owned subsidiary, Liberty Broadband’s outstanding 2.75% Exchangeable Senior Debentures due 2050 and its 1.25% Exchangeable Senior Debentures due 2050, and for general corporate purposes.
This Current Report on Form 8-K and the press releases regarding the launch and pricing of the offering attached hereto as Exhibits 99.1 and 99.2, respectively, 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 February 21, 2023, regarding the proposed private offering. | |
99.2 | Press Release, dated February 22, 2023, regarding the pricing. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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: February 22, 2023
LIBERTY BROADBAND CORPORATION | ||
By: | /s/ Wade Haufschild | |
Name: Wade Haufschild | ||
Title: Senior Vice President | ||
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