false
0001611983
0001611983
2026-05-12
2026-05-12
0001611983
us-gaap:CommonClassAMember
2026-05-12
2026-05-12
0001611983
us-gaap:CommonClassCMember
2026-05-12
2026-05-12
0001611983
us-gaap:SeriesAPreferredStockMember
2026-05-12
2026-05-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 12, 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.) |
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))
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. ¨
Item 1.01. Entry into a Material Definitive
Agreement.
Pursuant to (i) the Agreement
and Plan of Merger (the “Merger Agreement”), dated as of November 12, 2024, 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, and (ii) the Amendment No. 1 to the Second
Amended and Restated Stockholders Agreement and the Letter Agreement (as amended by the Letter Agreement, dated March 5, 2026, the “Stockholders
and Letter Agreement Amendment”), dated as of November 12, 2024, Charter, under certain conditions set forth in the Stockholders
and Letter Agreement Amendment, agreed to provide term loans to Liberty Broadband.
On May 12, 2026, Liberty Broadband
and Charter entered into a loan agreement (the “Loan Agreement”), by and among Liberty Broadband, as borrower, certain
of Liberty Broadband’s wholly owned subsidiaries, as guarantors, and Charter, as lender. The Loan Agreement provides for a series
of term loans in such amounts as shall be agreed by Liberty Broadband and Charter (the “Loan Facility”). Pursuant to
the terms of the Merger Agreement and the Stockholders and Letter Agreement Amendment, on May 12, 2026, Charter advanced a term loan to
Liberty Broadband in the aggregate principal amount of approximately $359 million (the “Initial Borrowing”). Borrowings
under the Loan Facility bear interest at the Term SOFR applicable to the Term A-7 Loans under Charter’s existing credit agreement
plus a margin of 2.00%. Loans under the Loan Facility may be prepaid without penalty or premium upon three (3) business days prior notice
to Charter. Any amounts repaid on the Loan Facility may not be reborrowed. Any loans made under the Loan Facility are scheduled to mature
on the earlier of (x) the date that is six (6) months after the Drop Dead Date (as defined in, and as may be extended by, the Merger Agreement)
and (y) the date that is six (6) months after the date on which the Merger Agreement is terminated. The Loan Facility must be repaid at
maturity in cash by Liberty Broadband. Payment of the loans may be accelerated following certain customary events of default. The payment
and performance of the obligations under the Loan Agreement are guaranteed by certain of Liberty Broadband’s wholly owned subsidiaries
and secured by the equity interests of such subsidiaries.
The Loan Agreement contains
certain customary covenants, including covenants that restrict Liberty Broadband and its subsidiaries from making certain intercompany
dispositions and other covenants requiring Liberty Broadband and its subsidiaries to provide additional security and guaranties upon reasonable
request of Charter and to comply with the interim operating covenants of the Merger Agreement (regardless of whether the Merger Agreement
is in effect).
Borrowings under the Loan
Agreement may be used to repay, repurchase, redeem, prepay or otherwise settle any debt of Liberty Broadband and its subsidiaries as set
forth further in the Stockholders and Letter Agreement Amendment. The Initial Borrowing, together with proceeds from repurchases by Charter
of shares of Charter common stock held by Liberty Broadband on or prior to the date of the Initial Borrowing, has been used to repay $617
million in principal and accrued and unpaid interest under the margin loan facility of a subsidiary of Liberty Broadband.
The description of the Loan
Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement, a copy
of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
May 14, 2026, a bankruptcy-remote wholly owned subsidiary (“SPV”) of Liberty Broadband entered into a Limited Waiver
to Margin Loan Agreement (the “Limited Waiver”), in connection with SPV’s margin loan agreement, dated as of
August 31, 2017 (as amended, restated, amended and restated, modified or supplemented from time to time, the “Margin Loan Agreement”),
with BNP Paribas, New York Branch, as the administrative agent, BNP Paribas, as the calculation agent, and the lenders party thereto from
time to time (the “Lenders”).
Pursuant
to the Limited Waiver, the Lenders waived their right to make adjustments to the terms of the Margin Loan Agreement following the occurrence
of a Share Price Event (as defined in the Margin Loan Agreement) and any Potential Adjustment Event (as defined in the Margin Loan Agreement)
arising solely due to a Share Price Event, in each case, until the earlier of (a) the date that is six months after the effective date
of the Limited Waiver and (b) the date on which the Agreement and Plan of Merger, dated as of November 12, 2024, by and among the Company,
Charter Communications, Inc., a Delaware corporation, and the other parties party thereto, is terminated.
The
description of the Limited Waiver set forth above is qualified in its entirety by reference to the Limited Waiver, which will be filed
as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
The information provided in Item 1.01 of this Current Report on Form
8-K is incorporated herein by reference.
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: May 14, 2026
| |
|
LIBERTY BROADBAND
CORPORATION |
| |
|
|
| |
By: |
/s/
Brittany A. Uthoff |
| |
|
Name: |
Brittany A. Uthoff |
| |
|
Title: |
Vice President and Assistant Secretary |
