Liberty Broadband (LBRDA) Proxy Filing summary

Executive summary

• Charter Communications will acquire Liberty Broadband through a merger, with Liberty Broadband becoming an indirect wholly owned subsidiary of Charter, followed by an upstream merger into a Charter subsidiary, pending shareholder approvals and regulatory conditions.

• Liberty Broadband shareholders will receive 0.236 shares of Charter Class A common stock for each Liberty Broadband common share, and preferred shareholders will receive one Charter rollover preferred share per Liberty Broadband preferred share, with no fractional shares issued.

• The transaction is structured to be tax-free for most U.S. holders, except for cash received in lieu of fractional shares or GCI spinco stock, and is targeted to close on June 30, 2027, or earlier if certain conditions are met.

• Charter expects to issue approximately 33.8 million shares of Class A common stock, resulting in former Liberty Broadband shareholders owning about 23% of Charter post-merger.

• The merger is contingent on the divestiture of GCI by Liberty Broadband and the satisfaction of regulatory and shareholder approval conditions.

Voting matters and shareholder proposals

• Charter shareholders will vote on the merger agreement, the issuance of new Charter shares, and potential adjournment of the special meeting.

• Liberty Broadband shareholders will vote on the adoption of the merger agreement and potential adjournment of their special meeting.

• Approval requires majority votes from disinterested shareholders of both companies, with special voting agreements in place for major shareholders (Malone and Maffei Groups) to support the merger.

• Both companies' boards unanimously recommend voting in favor of the proposals.

Board of directors and corporate governance

• Independent special committees were formed by both boards to evaluate and negotiate the transaction, with the Charter special committee having exclusive authority over the process.

• The Charter board and special committee, and the Liberty Broadband board, unanimously determined the transaction is fair and in the best interests of their respective shareholders.

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