Liberty Broadband (LBRDA) Proxy Filing summary

Executive summary

• Charter Communications will acquire Liberty Broadband through a merger, making Liberty Broadband an indirect wholly owned subsidiary, with a subsequent upstream merger into a Charter subsidiary, targeted for completion on June 30, 2027, subject to regulatory and shareholder approvals.

• 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 exchange ratio is fixed, but the market value of the consideration will fluctuate with Charter’s share price; as of January 13, 2025, the implied value per Liberty Broadband share was $79.73.

• The merger is conditioned on the divestiture of GCI Holdings by Liberty Broadband prior to closing, and the transaction is structured to be tax-free for most U.S. holders, except for certain cash or GCI spinco stock received.

• The boards of both companies, acting on special committee recommendations and fairness opinions from independent financial advisors, unanimously recommend approval of the merger.

Voting matters and shareholder proposals

• Charter stockholders will vote on the merger agreement, share issuance, and potential adjournment; Liberty Broadband stockholders will vote on the merger and adjournment proposals.

• Approval requires majority votes from disinterested stockholders of both companies, excluding shares held by interested parties and affiliates.

• Voting agreements are in place with the Malone Group (48.5% voting power) and Maffei Group (3.68% voting power) to support the merger, subject to certain conditions.

• Both companies have agreed to non-solicitation provisions but may consider superior proposals under defined circumstances, with termination fees of $460 million payable under certain conditions.

Board of directors and corporate governance

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

• The Charter board and Liberty Broadband board each unanimously determined the transaction is fair and in the best interests of their respective disinterested stockholders.

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