Liberty Broadband (LBRDA) Proxy Filing summary

Executive summary

• Charter Communications and Liberty Broadband have agreed to a merger, with Charter acquiring Liberty Broadband through a two-step merger process, making Liberty Broadband an indirect wholly owned subsidiary of Charter, followed by an upstream merger into a Charter subsidiary.

• The merger consideration for Liberty Broadband common stockholders is 0.236 shares of Charter Class A common stock per Liberty Broadband share; preferred stockholders receive one share of newly issued Charter Series A cumulative redeemable preferred stock per Liberty Broadband preferred share.

• The transaction is structured to be tax-free for U.S. holders, except for cash received in lieu of fractional shares or GCI spinco shares, and is intended to qualify as a reorganization under Section 368(a) of the Internal Revenue Code.

• The merger is subject to approval by both Charter and Liberty Broadband stockholders, regulatory clearances, completion of the GCI divestiture, and other customary closing conditions.

• The boards of both companies, including special committees of independent directors, have unanimously approved the transaction and recommend stockholders vote in favor.

Voting matters and shareholder proposals

• Charter stockholders will vote on: (1) approval of the merger agreement, (2) approval of the share issuance, and (3) adjournment of the special meeting if needed.

• Liberty Broadband stockholders will vote on: (1) approval of the merger agreement, and (2) adjournment of the special meeting if needed.

• Approval of the merger requires a majority of the voting power of disinterested stockholders for both companies.

• The Malone Group (approx. 48.5% voting power) and the Maffei Group (approx. 3.7% voting power) have entered into voting agreements to support the merger, subject to certain conditions.

Board of directors and corporate governance

• Special committees of independent and disinterested directors were formed by both boards to evaluate and negotiate the transaction.

• The Charter special committee and the Liberty Broadband board both received fairness opinions from their respective financial advisors.

• The Charter board and Liberty Broadband board unanimously recommend approval of the merger.

• Post-merger, Liberty Broadband’s governance rights with respect to Charter will terminate, and the existing stockholders agreement will be amended or terminated as appropriate.