0001104659-20-128464.txt : 20201123 0001104659-20-128464.hdr.sgml : 20201123 20201123162437 ACCESSION NUMBER: 0001104659-20-128464 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201123 FILED AS OF DATE: 20201123 DATE AS OF CHANGE: 20201123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Liberty Broadband Corp CENTRAL INDEX KEY: 0001611983 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33664 FILM NUMBER: 201337737 BUSINESS ADDRESS: STREET 1: 12300 LIBERTY BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: 720-875-5400 MAIL ADDRESS: STREET 1: 12300 LIBERTY BLVD CITY: ENGLEWOOD STATE: CO ZIP: 80112 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHARTER COMMUNICATIONS, INC. /MO/ CENTRAL INDEX KEY: 0001091667 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 841496755 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 ATLANTIC STREET CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-905-7800 MAIL ADDRESS: STREET 1: 400 ATLANTIC STREET CITY: STAMFORD STATE: CT ZIP: 06901 FORMER COMPANY: FORMER CONFORMED NAME: CHARTER COMMUNICATIONS INC /MO/ DATE OF NAME CHANGE: 19990723 4 1 a4.xml 4 X0306 4 2020-11-23 0 0001091667 CHARTER COMMUNICATIONS, INC. /MO/ CHTR 0001611983 Liberty Broadband Corp 12300 LIBERTY BOULEVARD ENGLEWOOD CO 80112 1 0 1 0 1.25% Exch. Senior Debentures due 2050 (obligation to sell) 2020-11-23 4 S 0 825000000 825000000 D 2050-09-30 Class A Common Stock 916657 825000000 D On November 23, 2020, the reporting person sold, pursuant to a purchase agreement, $825,000,000 aggregate principal amount of its 1.25% exchangeable senior debentures due 2050 (the "Debentures") in a private sale pursuant to Rule 144A. Each $1,000 principal amount of Debentures is initially exchangeable for 1.1111 shares of the issuer's Class A common stock, par value $0.001 per share (the "Common Stock"). Upon exchange at the option of the holder or a purchase of the Debentures pursuant to a holder's put right, the reporting person may elect physical or cash settlement, or a combination thereof. Each Debenture is exchangeable at the option of the holder during specified periods as set forth in the Remarks section. Holders of the Debentures may put them to the reporting person on October 5, 2023, or prior thereto following the occurrence of a "fundamental change," and the Debentures may be redeemed by the reporting person, (i) in whole or in part, on or after October 5, 2023 at any time, or (ii) in whole, but not in part, prior to October 5, 2023, after the occurrence of certain conditions or events. Each Debenture is exchangeable at the option of the holder, subject to certain terms and conditions, during specified periods after: (i) the calender quarter ending June 30, 2021, if the market value of the underlying Common Stock exceeds 130% of the adjusted principal amount of the Debenture; (ii) June 30, 2021, if the trading price of a Debenture is less than 98% of the market value of the underlying Common Stock; (iii) the occurrence of a "fundamental change" or a "make-whole fundamental change" with respect to a significant reference company prior to October 5, 2023; (iv) the Debenture is called for redemption; and (v) the issuer of the Common Stock declares or makes a dividend or distribution that, pursuant to the terms of the Debentures, would reduce the principal amount of the Debentures to $0.00 or such principal amount is otherwise reduced to $0.00. The Debentures are also exchangeable at any time after July 1, 2023 until the close of business on the second scheduled trading day immediately preceding October 5, 2023, and at any time after July 1, 2050 until the close of business on the second scheduled trading day immediately preceding the maturity date of the Debentures. Liberty Broadband Corporation By: /s/ Brittany Uthoff Name: Brittany Uthoff Title: Vice President 2020-11-23