Liberty Broadband Corporation has communicated a counterproposal to the Special Committee of the Board of Directors of Charter Communications in response to an initial merger proposal sent by the Charter Special Committee. In its counterproposal, Liberty Broadband outlined the terms of a proposed combination of Liberty Broadband with Charter in an all-stock transaction intended to be tax-free whereby holders of each series of Liberty Broadband common stock would receive 0.2900 of a share of Charter Class A common stock (Nasdaq: CHTR) in exchange for each share of Liberty Broadband common stock. The proposed transaction includes a closing date of June 30th, 2027 or such earlier date as the parties shall mutually agree.“Liberty’s proposed transaction would rationalise the dual corporate structure between Charter and Liberty Broadband, providing enhanced trading liquidity and removing Liberty Broadband’s existing governance rights. The certainty of a future transaction would provide clarity to our shareholders and continue our strong partnership with Charter in the interim. In GCI, Charter would be acquiring an attractive business that is the leading connectivity platform in Alaska with significant opportunity for future value creation. We look forward to reaching a mutually agreed upon transaction for the benefit of all stakeholders,” said Greg Maffei, Liberty Broadband President & CEO.According to the terms of the counterproposal, Charter would assume or refinance Liberty Broadband’s debt at or prior to closing as well as Liberty Broadband’s outstanding preferred stock. During the pendency of the transaction, Liberty Broadband, including GCI, would operate in the ordinary course of business, subject to the terms of the definitive transaction agreements. The proposed transaction would be subject to, among other things, the negotiation and execution of mutually acceptable definitive transaction documents, applicable board approvals, the requisite approval of Liberty Broadband stockholders, and the approval of a majority of the stockholders of Liberty Broadband unaffiliated with John Malone and his affiliates. The transaction would also be subject to customary closing conditions, including the receipt of requisite regulatory approvals and applicable tax opinions.
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