STOCK TITAN
  1. Home
  2. Sec-filings
  3. LBRDA
  4. [8-K] Liberty Broadband Corp Reports Material Event

Liberty Broadband (NASDAQ: LBRDA) closes Charter merger, exits public markets

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Liberty Broadband Corporation (LBRDA) completed its previously announced combination with Charter Communications through a two-step merger on August 19, 2026. Liberty Broadband first merged with Fusion Merger Sub 2, Inc., then immediately merged into Fusion Merger Sub 1, LLC, which now survives as a wholly owned subsidiary of Charter. As a result, Liberty Broadband became an indirect wholly owned subsidiary of Charter and a change in control occurred.

In connection with the combination, a Services Agreement and an Aircraft Time Sharing Agreement with Liberty Media were terminated, and Liberty Broadband ceased to be subject to a prior stockholders agreement with Charter and Advance/Newhouse Partnership. On August 20, 2026, a wholly owned subsidiary repaid all loans under a margin loan facility, which had $919,000,000 of principal outstanding immediately before repayment, and loans under a separate Loan Agreement with Charter are expected to be discharged in full, with $359,119,602.26 outstanding at the merger’s consummation. Liberty Broadband requested delisting of its LBRDA, LBRDK and LBRDP shares from Nasdaq and removal of LBRDB from the OTCQB, and the surviving company plans to file Form 15 to terminate registration and suspend reporting obligations for these classes.

Positive

  • $919,000,000 of margin loan debt was fully repaid by a Liberty Broadband subsidiary shortly after closing, eliminating this secured borrowing.
  • Loans under a separate Charter Loan Agreement with outstanding principal of $359,119,602.26 are expected to be discharged in full following the combination.

Negative

  • Shares of LBRDA, LBRDK and LBRDP are being delisted from Nasdaq and LBRDB will cease quotation on OTCQB, ending public trading for these securities.
  • The surviving company intends to file Form 15 to terminate registration and suspend reporting obligations for Liberty Broadband’s listed share classes, reducing public disclosure.

Filing Explained

At August 19, 2026, the completed combination took effect at 11:56 p.m.; Liberty Broadband’s pre-closing directors resigned, three named directors were appointed, and the merger subsidiary’s officers became the surviving company’s officers.

Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01 Changes in Control of Registrant Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Margin Loan principal repaid $919,000,000 Aggregate principal amount outstanding immediately prior to repayment on August 20, 2026
Charter Loan Agreement principal $359,119,602.26 Aggregate principal outstanding as of consummation of the Merger
Effective Time 11:56 p.m. New York City time on August 19, 2026, when the Merger became effective
Merger Agreement date November 12, 2024 Date of Agreement and Plan of Merger among Liberty Broadband, Charter and merger subsidiaries
Letter Agreement date May 16, 2025 Date of Letter Agreement among Liberty Broadband, Charter and merger subsidiaries
Margin Loan Agreement date August 31, 2017 Original date of Margin Loan Agreement later repaid in full
Margin Loan Agreement financial
"all loans and other amounts outstanding under that certain Margin Loan Agreement, dated as of August 31, 2017"
Form 25 regulatory
"requested that Nasdaq file a notification of removal from listing ... on Form 25"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.
Form 15 regulatory
"intends to file a certification on Form 15 with the SEC requesting the termination"
A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.
change in control financial
"As a result of the completion of the Merger, a change in control of Liberty Broadband occurred"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Amended and Restated Bylaws regulatory
"the Amended and Restated Bylaws of Liberty Broadband, as amended, as in effect immediately prior"
A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

FAQ

What transaction did Liberty Broadband (LBRDA) complete with Charter Communications?
Liberty Broadband completed a two-step merger with Charter-related entities on August 19, 2026, after which Liberty Broadband became a wholly owned indirect subsidiary of Charter Communications through Fusion Merger Sub 1, LLC.

How does the Charter combination affect Liberty Broadband’s LBRDA, LBRDK, LBRDP and LBRDB shares?
Liberty Broadband requested that LBRDA, LBRDK and LBRDP be delisted from Nasdaq and that LBRDB no longer be quoted on OTCQB, and the surviving company plans to file Form 15 to terminate registration and suspend reporting for these classes.

What debt did Liberty Broadband repay in connection with the Charter transaction?
On August 20, 2026, a Liberty Broadband subsidiary repaid all loans under a Margin Loan Agreement, which had $919,000,000 of principal outstanding immediately prior to repayment.

What is the status of Liberty Broadband’s loan from Charter after the merger?
All loans and other amounts outstanding under a Loan Agreement dated May 12, 2026 between Liberty Broadband as borrower and Charter as lender, with $359,119,602.26 principal at consummation, are expected to be discharged in full.

What changes occurred to Liberty Broadband’s governance after the merger?
Immediately prior to the effective time, Liberty Broadband’s directors resigned. At the effective time, Jessica Fischer, Jamal Haughton, and Jeff Murphy became directors of the surviving corporation, and Merger Sub’s officers became the officers of the surviving corporation.

Will Liberty Broadband (LBRDA) continue filing periodic reports with the SEC?
The surviving company intends to file Form 15 to terminate registration of LBRDA, LBRDK and LBRDP and to suspend Liberty Broadband’s reporting obligations under Sections 13 and 15(d) of the Exchange Act for these shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
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): August 19, 2026
 
LIBERTY BROADBAND CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
001-36713
47-1211994
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

400 Washington Blvd.
Stamford, Connecticut 06902
(Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code: (203) 905-7801
 
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))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Series A common stock
LBRDA
The Nasdaq Stock Market LLC
Series C common stock
LBRDK
The Nasdaq Stock Market LLC
Series A Cumulative Redeemable preferred stock
LBRDP
The Nasdaq Stock Market LLC
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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 13(a) of the Exchange Act.    ☐

Introduction
 
On August 19, 2026 (the “Closing Date”), pursuant to (i) that certain Agreement and Plan of Merger, dated as of November 12, 2024 (the “Merger Agreement”), entered into by and among Liberty Broadband Corporation, a Delaware corporation (“Liberty Broadband”), Charter Communications, Inc., a Delaware corporation (“Charter”), Fusion Merger Sub 1, LLC, a Delaware limited liability company and wholly owned subsidiary of Charter (“Merger LLC”), and Fusion Merger Sub 2, Inc., a Delaware corporation and wholly owned subsidiary of Merger LLC (“Merger Sub”), and (ii) that certain Letter Agreement, dated May 16, 2025 (the “Letter Agreement”), by and among Liberty Broadband, Charter, Merger LLC and Merger Sub, Merger Sub merged with and into Liberty Broadband (the “Merger”), with Liberty Broadband surviving the Merger as the surviving corporation and a wholly owned subsidiary of Merger LLC, and, immediately following the Merger, Liberty Broadband (as the surviving corporation in the Merger) merged with and into Merger LLC (the “Upstream Merger”, and together with the Merger, the “Combination”), with Merger LLC surviving the Upstream Merger as the surviving company and wholly owned subsidiary of Charter.
 
The descriptions of the Combination, the Merger Agreement and the Letter Agreement in this Current Report on Form 8-K do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full text of the Merger Agreement and the Letter Agreement, copies of which are included as Exhibit 2.1 to Liberty Broadband’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 13, 2024 and Exhibit 10.1 to Liberty Broadband’s Current Report on Form 8-K filed with the SEC on May 19, 2025, respectively, and are incorporated herein by reference.
 
Item 1.02.
Termination of a Material Definitive Agreement.
 
The information provided in the Introduction section of this Current Report on Form 8-K is incorporated into this Item 1.02 by reference.
 
On the Closing Date, in connection with the consummation of the Merger, (i) that certain Services Agreement, by and between Liberty Media Corporation, a Nevada corporation (“Liberty Media”) and Liberty Broadband, dated November 4, 2014 (as amended), was terminated, and (ii) that certain Aircraft Time Sharing Agreement, dated as of May 22, 2020, by and between Liberty Media and Liberty Broadband, was terminated.
 
Further, on the Closing Date, as a result of the Combination, Liberty Broadband was no longer subject to that certain Second Amended and Restated Stockholders Agreement, dated as of May 23, 2015, by and among Charter, Liberty Broadband and Advance/Newhouse Partnership, a New York general partnership, as amended.
 
Credit Facilities
 
In connection with the Combination, on August 20, 2026, LBC Cheetah 6, LLC (the “Margin Loan Borrower”), a wholly owned subsidiary of Liberty Broadband, repaid (or caused to be repaid) all loans and other amounts outstanding under that certain Margin Loan Agreement, dated as of August 31, 2017 (as in effect from time to time, the “Margin Loan Agreement”), by and among the Margin Loan Borrower, BNP Paribas, New York Branch, as administrative agent, BNP Paribas, as calculation agent, and the lenders party thereto.  Immediately prior to such repayment, there was $919,000,000 in aggregate principal amount of loans outstanding.
 
Some or all of the parties to the Margin Loan Agreement, or their affiliates, have in the past provided investment banking, commercial banking services or other financial advisory services to Liberty Broadband and its affiliates for which they received customary fees and expenses, and they may provide similar services in the future.
 
In addition, on August 20, 2026, all loans and other amounts outstanding under that certain Loan Agreement, dated May 12, 2026, between Liberty Broadband, as borrower, and Charter, as lender, are expected to be discharged in full.  As of the consummation of the Merger, there was $359,119,602.26 in aggregate principal amount of loans outstanding.
 
Item 2.01.
Completion of Acquisition or Disposition of Assets.
 
The information provided in the Introduction section of this Current Report on Form 8-K is incorporated into this Item 2.01 by reference.

At 11:56 p.m., New York City time on the Closing Date (the “Effective Time”), pursuant to the Merger Agreement:
 

 •
each share of (i) Liberty Broadband Series A Common Stock, par value $0.01 per share (“LBRDA”), Liberty Broadband Series B Common Stock, par value $0.01 per share (“LBRDB”), and Liberty Broadband Series C Common Stock, par value $0.01 per share (“LBRDK”, and together with LBRDA and LBRDB, the “Liberty Broadband Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares owned by Liberty Broadband, Charter or any of their respective wholly owned subsidiaries) was automatically converted into 0.236 of a share of a validly issued, fully paid and nonassessable share of Charter Class A common stock, par value $0.001 per share (“Charter Class A Common Stock”), with cash (without interest) being paid to entitled record holders of Liberty Broadband Common Stock in lieu of fractional shares of Charter Class A Common Stock; and


•
each share of Liberty Broadband Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“LBRDP”), issued and outstanding immediately prior to the Effective Time (other than shares owned by Liberty Broadband, Charter or any of their respective wholly owned subsidiaries) was automatically converted into one validly issued, fully paid and nonassessable share of Charter’s Series A Cumulative Redeemable Preferred Stock, par value $0.001 per share.
 
Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
 
The information provided under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 3.01 by reference.
 
On the Closing Date, Liberty Broadband notified Nasdaq of the completion of the Merger and requested that the shares of LBRDA, LBRDK and LBRDP be delisted from Nasdaq effective following the Effective Time. Liberty Broadband also requested that Nasdaq file a notification of removal from listing and/or registration of the shares of LBRDA, LBRDK and LBRDP on Form 25 under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC.
 
Further, shares of LBRDB will no longer be quoted on the OTCQB Venture Market.
 
In addition, the surviving company in the Combination intends to file a certification on Form 15 with the SEC requesting the termination of registration of shares of LBRDA, LBRDK and LBRDP under Section 12(g) of the Exchange Act, and the suspension of Liberty Broadband’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to shares of LBRDA, LBRDK and LBRDP.
 
Item 3.03.
Material Modification to Rights of Security Holders.
 
The information provided in the Introduction section and under Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
 
Item 5.01.
Change in Control of Registrant.
 
The information provided in the Introduction section and under Items 2.01, 3.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
 
As a result of the completion of the Merger, a change in control of Liberty Broadband occurred, and Liberty Broadband became an indirect wholly owned subsidiary of Charter.
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
The information provided in the Introduction section and under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.02 by reference.
 
In connection with the consummation of the Merger and in accordance with the terms of the Merger Agreement, (i) the directors of Liberty Broadband resigned immediately prior to the Effective Time, (ii) Jessica Fischer, Jamal Haughton, and Jeff Murphy were appointed as directors of the surviving corporation at the Effective Time and (iii) the officers of Merger Sub immediately prior to the Effective Time became the officers of the surviving corporation at the Effective Time.
 
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
 
The information provided under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.
 
Pursuant to the Merger Agreement, at the Effective Time, the Amended and Restated Bylaws of Liberty Broadband, as amended, as in effect immediately prior to the Effective Time, was amended and restated in its entirety to read as the Bylaws of Merger Sub read immediately prior to the Effective Time, a copy of which is filed herewith as Exhibit 3.1.

Item 9.01.
Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
No.
  
Description
     
2.1*
  
Agreement and Plan of Merger, dated as of November 12, 2024, by and among Liberty Broadband Corporation, Charter Communications, Inc., Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc. (incorporated by reference to Exhibit 2.1 of Liberty Broadband’s Current Report on Form 8-K filed on November 13, 2024)
     
3.1
  
Bylaws of Fusion Merger Sub 2, Inc.
     
10.1
  
Letter Agreement, dated as of May 16, 2025, by and among Liberty Broadband Corporation, Charter Communications, Inc., Fusion Merger Sub 1, LLC and Fusion Merger Sub 2, Inc. (incorporated by reference to Exhibit 10.1 of Liberty Broadband’s Current Report on Form 8-K filed on May 19, 2025)
     
104
  
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
 
* Schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. Liberty Broadband hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC.

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: August 20, 2026
  
   
 
FUSION MERGER SUB 1, LLC, as successor by merger to LIBERTY BROADBAND CORPORATION
   
 
By:
/s/ Jessica M. Fischer  
 
Name: Jessica M. Fischer
 
Title:   Chief Financial Officer


Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Other Documents