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Delaware
(State or other jurisdiction of
incorporation or organization) |
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47-1211994
(I.R.S. Employer
Identification Number) |
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
Emerging growth company ☐ |
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Page
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| | | | A-1 | | |
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Amount to be
paid |
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SEC registration fee
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| | | $ | 47.62 | | |
Legal fees and expenses
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| | | | 18,000 | | |
Accounting fees and expenses
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| | | | 40,000 | | |
Printing and engraving fees
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| | | | n/a | | |
Trustee’s fees and expenses
|
| | | | n/a | | |
Miscellaneous
|
| | | | n/a | | |
Total Expenses
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| | | $ | 58,047.62 | | |
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Name
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Title
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Date
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/s/ John C. Malone
John C. Malone
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Chairman of the Board and
Director |
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February 16, 2024
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/s/ Gregory B. Maffei
Gregory B. Maffei
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Director, Chief Executive Officer and President (Principal Executive Officer)
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February 16, 2024
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/s/ Brian J. Wendling
Brian J. Wendling
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Chief Accounting Officer and Principal Financial Officer (Principal Financial and Principal Accounting Officer)
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February 16, 2024
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/s/ Gregg L. Engles
Gregg L. Engles
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Director
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February 16, 2024
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/s/ Julie D. Frist
Julie D. Frist
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Director
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February 16, 2024
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/s/ Richard R. Green
Richard R. Green
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Director
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February 16, 2024
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Name
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Title
|
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Date
|
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/s/ Sue Ann Hamilton
Sue Ann Hamilton
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Director
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February 16, 2024
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/s/ J. David Wargo
J. David Wargo
|
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Director
|
| |
February 16, 2024
|
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/s/ John E. Welsh III
John E. Welsh III
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Director
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February 16, 2024
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Exhibit 5.1
O’Melveny & Myers LLP | T: +1 212 326 2000 | File Number: 0505788-00006 |
Times Square Tower | F: +1 212 326 2061 | |
New York, NY 10036 | omm.com |
February 16, 2024
Liberty Broadband Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
Re: Liberty Broadband Corporation Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Liberty Broadband Corporation, a Delaware corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission on the date hereof under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of the issuance by the Company of up to 5,380 shares (the “Securities”) of Series C common stock, par value $0.01 per share (the “Series C Common Stock”), of the Company issuable upon the exercise of certain stock options that were granted under the GCI Liberty, Inc. Transitional Stock Adjustment Plan (the “TSAP”) to Eligible Former Qurate Retail Directors (as defined below) in connection with the Combination (as defined below). Stock options to acquire Series A common stock, par value $0.01 per share, of GCI Liberty, Inc. (now known as Grizzly Merger Sub 1, LLC as successor by merger, “GCI Liberty”) were previously granted to the Eligible Former Qurate Retail Directors (the “split-off options”) in connection with the transactions pursuant to which Qurate Retail, Inc. (“Qurate Retail”) acquired a controlling equity interest in GCI Liberty's predecessor, which controlling equity interest in GCI Liberty's predecessor was then split-off. Subsequently, in connection with the Company’s acquisition of GCI Liberty (the “Combination”), the split-off options were exchanged for new stock options to acquire shares of Series C Common Stock granted under the TSAP. “Eligible Former Qurate Retail Directors” refer to individuals who were directors of Qurate Retail as of 6:01 p.m., Eastern Standard Time, on December 18, 2020, who had previously received the split-off options in connection with the transactions pursuant to which Qurate Retail acquired a controlling equity interest in GCI Liberty's predecessor, which controlling equity interest in GCI Liberty's predecessor was then split-off.
In our capacity as counsel, we have examined originals or copies of those corporate and other records and documents as we considered appropriate including, without limitation:
(i) | the Registration Statement; |
(ii) | the Restated Certificate of Incorporation of the Company as in effect on the date hereof; |
Austin • Century City • Dallas • Los Angeles • Newport Beach • New York • San Francisco • Silicon Valley • Washington, DC
Beijing • Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo
(iii) | the Amended and Restated Bylaws of the Company as in effect on the date hereof; |
(iv) | the Certificate of Designations of Series A Cumulative Redeemable Preferred Stock of the Company as in effect on the date hereof; |
(v) | the TSAP; and |
(vi) | certain resolutions adopted by the Board of Directors (or any duly authorized committee thereof) of the Company, relating to the registration of the issuance and sale of the Securities and related matters. |
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company. In addition, we have obtained and relied upon those certificates of public officials we considered appropriate.
In connection with each of the opinions expressed below, we have assumed that, at or prior to the time of delivery of any Security, (i) the effectiveness of the Registration Statement has not been terminated or rescinded, (ii) all Securities will be issued and sold in the manner contemplated by the Registration Statement, (iii) there has not occurred any change in law affecting the validity or enforceability of such Security and (iv) at the time of issuance of the Securities under the TSAP, the Company will continue to have sufficient authorized and unissued shares of Series C Common Stock reserved for issuance thereunder. We have also assumed that neither the issuance and delivery of such Security, nor the compliance by the Company with the terms of such Security, will violate any applicable law or public policy or result in a violation of any provision of any instrument or agreement then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company.
On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that the Securities have been duly authorized by all necessary corporate action on the part of the Company and, upon payment for and delivery of the Securities in accordance with the TSAP as described in the prospectus forming a part of the Registration Statement, such Securities will be validly issued, fully paid and nonassessable.
The law covered by this opinion is limited to the current General Corporation Law of the State of Delaware. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus included in the Registration Statement, other than as expressly stated herein with respect to the Securities.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters. This opinion speaks only as of the date hereof and we assume no obligation to update or supplement this opinion to reflect any facts or circumstances that arise after the date of this opinion and come to our attention, or any future changes in laws.
Respectfully submitted, | |
/s/ O'Melveny & Myers LLP |
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated February 16, 2024, with respect to the consolidated financial statements of Liberty Broadband Corporation and subsidiaries, and the effectiveness of internal control over financial reporting, incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP |
Denver, Colorado
February 16, 2024
EXHIBIT 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated February 1, 2024, with respect to the consolidated financial statements of Charter Communications, Inc., incorporated herein by reference, and to the reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP |
St. Louis, Missouri
February 15, 2024
Exhibit 107
Calculation of Filing Fee Table
S-3
(Form Type)
Liberty Broadband Corporation
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title | Fee Calculation or Carry Forward Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Maximum Aggregate Offering Price (2) |
Fee Rate | Amount of Registration Fee (3)(4) | |
Newly Registered Securities | ||||||||
Fees to Be Paid | Equity | Series C Common Stock, $0.01 par value per share | 457(h) and 457(c) | 5,380 (5) | $59.97 | $322,638.60 | $0.00014760 | $47.62 |
Fees Previously Paid | ||||||||
Total Offering Amounts | $322,638.60 | |||||||
Total Fees Previously Paid | $75,845.07 | |||||||
Total Fee Offsets | $47.62 | |||||||
Net Fee Due | $0.00 |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date |
Fee Offset Claimed |
Security Type Associated with Fee Offset Claimed |
Security Title Associated with Fee Offset Claimed |
Unsold Securities Associated with Fee Offset Claimed |
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
Fee Paid with Fee Offset Source | |
Rule 457(p) | |||||||||||
Fee Offset Claims | Liberty Broadband Corporation | S-4 | 333-248854 | September 17, 2020 | Equity | Series C Common Stock, $0.01 par value per share | (3) | $76,134.00 | |||
Fees Offset Sources | Liberty Broadband Corporation | S-3 | December 22, 2020 | $383.00 | Equity | Series C Common Stock, $0.01 par value per share | (4) | $94.07 | $383.00 | ||
Fees Offset Sources | Liberty Broadband Corporation | S-3 | February 16, 2024 | $47.62 | Equity | Series C Common Stock, $0.01 par value per share | $47.62 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers, in addition to the number of shares stated above, an indeterminate amount of shares which may be issued pursuant to the GCI Liberty, Inc. (“GCI Liberty”) Transitional Stock Adjustment Plan (“TSAP”) after the operation of any anti-dilution and other provisions under the TSAP. |
(2) | Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act. The price per share of Liberty Broadband Corporation Series C common stock, par value $0.01 per share (“Series C Common Stock”) is based on the average of the high and low prices reported for a share of Series C Common Stock on the Nasdaq Stock Market LLC on February 14, 2024. |
(3) | A fee of $1,145,915 was previously paid in connection with the filing of Liberty Broadband Corporation’s (“Liberty Broadband”) Registration Statement on Form S-4 (No. 333-248854) on September 17, 2020 (the “Initial Registration Statement”), of which $76,134, with respect to unsold securities with a maximum aggregate offering price of $586,554,316 (the “Initial Unsold Securities”), was unused and carried forward and set off against the registration fee due for the 2020 Offering (as defined below). No additional registration fee was paid with respect to the 2020 Offering (as defined below). Pursuant to Rule 457(p) under the Securities Act, the offering under the Initial Registration Statement was completed on December 18, 2020 at the effective time of the acquisition of GCI Liberty by Liberty Broadband (the “Combination”) as described therein. |
(4) | A fee of $383.00 was previously offset in connection with the filing of Liberty Broadband’s Registration Statement on Form S-3 (No. 333-251569) on December 22, 2020 (the “2020 Registration Statement” and the offering thereunder, the “2020 Offering”), of which $94.07, with respect to unsold securities with a maximum aggregate offering price of $862,198.80 (the “Unsold Securities”), was unused and is being carried forward and set off against the registration fee due for this offering. No additional registration fee has been paid with respect to this offering. Pursuant to Rule 457(p) under the Securities Act, the 2020 Offering under the 2020 Registration Statement was completed on December 21, 2023 upon the expiration of the 2020 Registration Statement. |
(5) | Liberty Broadband is registering hereby offers and sales of 5,380 shares of Series C Common Stock issuable to certain individuals who were directors of Qurate Retail, Inc. (“Qurate Retail”), as of 6:01 p.m., Eastern Standard Time, on December 18, 2020, and who now hold certain stock options to acquire shares of Series C Common Stock under the TSAP as a result of the Combination. The stock options were previously granted to such persons (the “split-off options”) in connection with the transactions pursuant to which Qurate Retail acquired a controlling equity interest in GCI Liberty's predecessor, which controlling equity interest in GCI Liberty's predecessor was then split-off. Subsequently, in connection with the Combination, the split-off options were exchanged for new stock options to acquire shares of Series C Common Stock under the TSAP. |
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