LBRD 8K Terms of Rights Offering

0001611983-14-000013.txt : 20141205 0001611983-14-000013.hdr.sgml : 20141205 20141205132713 ACCESSION NUMBER: 0001611983-14-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141204 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141205 DATE AS OF CHANGE: 20141205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Liberty Broadband Corp CENTRAL INDEX KEY: 0001611983 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36713 FILM NUMBER: 141268742 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 8-K 1 lbrd-20141204x8k.htm 8-K LBRD 8K Terms of Rights Offering

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 4, 2014

LIBERTY BROADBAND CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-36713

47-1211994

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (720) 875-5700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events

On December 4, 2014, Liberty Broadband Corporation (the “Company”) issued a press release (the “Press Release”) announcing that it has determined the per share subscription price, commencement date and expiration date for its previously announced rights offering. Each whole Series C Right entitles its holder to subscribe, at a per share subscription price of $40.36, for one share of Series C common stock pursuant to a basic subscription privilege, and also entitles the holder to subscribe for additional shares of Series C common stock pursuant to an oversubscription privilege. The rights offering will commence on Thursday, December 11, 2014, and will expire at 5:00 p.m., New York City time, on Friday, January 9, 2015, unless extended by the Company. Trading in the Series C Rights under the symbol “LBRKR” is expected to commence on the Nasdaq Global Select Market on Thursday, December 11, 2014.

This Item 7.01 of this Current Report on Form 8-K and the Press Release attached hereto as Exhibit 99.1 are being furnished to the SEC under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Name

99.1		Press Release, dated December 4, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 5, 2014

LIBERTY BROADBAND CORPORATION

By: /s/ Wade Haufschild

Name: Wade Haufschild

Title: Vice President

EXHIBIT INDEX


Exhibit No.		Name

99.1		Press Release, dated December 4, 2014

EX-99.1 2 lbrd-20141204ex991d5c8f6.htm EX-99.1 LBRD 8K Terms of Rights Offering Ex 991 Press Release

Exhibit 99.1

Liberty Broadband Corporation Announces Terms of Rights Offering

ENGLEWOOD, Colo., December 4, 2014. Liberty Broadband Corporation (“Liberty Broadband”) (Nasdaq: LBRDA, LBRDK) announced today that it has determined the per share subscription price, commencement date and expiration date for its previously announced rights offering.

As previously announced, at 5:00 p.m., New York City time, on December 10, 2014, Liberty Broadband intends to distribute subscription rights to purchase shares of Series C common stock (each, a “Series C Right”) to holders of its Series A, Series B and Series C common stock entitled to receive the dividend. The record date for the dividend of the Series C Rights is 5:00 p.m., New York City time, on December 4, 2014; however, as a result of “due bill” trading procedures, those persons acquiring shares of Liberty Broadband’s common stock in the market following the record date but prior to the ex-dividend date will be entitled to receive Series C Rights. We intend to announce the ex-dividend date as soon as it has been confirmed.

Each whole Series C Right entitles its holder to subscribe, at a per share subscription price of $40.36, for one share of Series C common stock pursuant to a basic subscription privilege, and also entitles the holder to subscribe for additional shares of Series C common stock pursuant to an oversubscription privilege. The rights offering will commence on Thursday, December 11, 2014, and will expire at 5:00 p.m., New York City time, on Friday, January 9, 2015, unless extended by Liberty Broadband. Trading in the Series C Rights under the symbol “LBRKR” is expected to commence on the Nasdaq Global Select Market on Thursday, December 11, 2014. Materials relating to the rights offering, including a copy of the prospectus which contains important information about Liberty Broadband, the Series C common stock and the rights offering, and certificates representing the Series C Rights will be distributed on or about Monday, December 8, 2014 to the record date holders who receive Series C Rights in the distribution. Information regarding the rights offering, including how to obtain copies of related materials, can be found in the final prospectus for the rights offering to be filed with the Securities and Exchange Commission. The final prospectus can also be accessed on our website at www.libertybroadband.com. The completion of the Series C Rights distribution remains subject to the satisfaction of conditions, including the receipt of the opinion of tax counsel. Further, the board of directors of Liberty Broadband reserves the right to not complete the rights offering at any time, including following the completion of the distribution of the Series C Rights, and for any reason.

None of Liberty Broadband, its board of directors or any committee of its board of directors is making any recommendation to rightsholders as to whether to exercise or sell their Series C Rights. This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell shares of Series C common stock. Rightsholders should carefully read the prospectus insofar as it relates to the rights offering before making any decisions with respect to their Series C Rights.

About Liberty Broadband Corporation

Liberty Broadband Corporation is comprised of, among other things, its interest in Charter Communications, its subsidiary TruePosition and a minority equity investment in Time Warner Cable.

Liberty Broadband Corporation
Courtnee Ulrich, 720-875-5420