Charter said it entered into an Agreement and Plan of Merger on November 12, 2024 with Liberty Broadband Corporation and others. Under the structure, Liberty Broadband would survive the merger as a wholly owned subsidiary of Merger LLC and then merge into Merger LLC.

1. 01

   Charter said it entered into an Agreement and Plan of Merger on November 12, 2024 with Liberty Broadband Corporation and others. Under the structure, Liberty Broadband would survive the merger as a wholly owned subsidiary of Merger LLC and then merge into Merger LLC.

2. 02

   Charter said it will convert 1 Series A, B and C common shares of Liberty Broadband into 0.236 shares of Charter Class A common stock, with cash paid in lieu of fractional shares, and convert the preferred shares into 1 shares of Charter preferred stock with substantially identical terms.

3. 03

   The company said that, assuming the Combination closes on November 12, 2024, former holders of LBRD common stock would own about 23.0% of Charter's total common stock outstanding. It also said that completion of the GCI Divestiture is a condition to Charter's closing, and that GCI will pay Charter for cash taxes above $420 million.

4. 04

   The company said that, upon certain termination events, Liberty Broadband or Charter must pay the other a termination fee of $460 million, and either party may terminate the merger agreement if the merger has not been completed by August 31, 2027.

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AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

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