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Published on 2/22/2023 in the Prospect News Convertibles Daily.

New Issue: Liberty sells $1.1 billion exchangeables due 2053 for Charter stock at 3.125%, up 40%

By Abigail W. Adams

Portland, Me., Feb. 22 – Liberty Broadband Corp. priced $1.1 billion of senior debentures due 2053 exchangeable for Charter Communications Inc. class A common stock after the market close on Tuesday at par with a coupon of 3.125% and an initial exchange premium of 40%, according to a company news release.

Pricing came at the cheap end of talk for a coupon of 2.625% to 3.125% and at the midpoint of talk for an initial exchange premium of 37.5% to 42.5%, according to a market source.

BofA Securities Inc., Morgan Stanley & Co. LLC and RBC Capital Markets LLC were bookrunners for the Rule 144A offering, which carries a greenshoe of $165 million.

The notes are non-callable until April 6, 2026.

They are putable on April 6, 2026.

There is dividend protection with a pass-through above $0.00.

The notes will be settled in cash, shares or a combination of both at the company’s option upon exchange.

Proceeds, together with cash on hand and/or borrowings under the margin loan agreement of Liberty Broadband’s special purpose entity, will be used to repurchase all the outstanding Grizzly Merger Sub 1 LLC 1.75% exchangeable senior debentures due 2046, Liberty Broadband’s 2.75% convertible notes due 2050 and 1.25% convertible notes due 2050 and for general corporate purposes.

Liberty Broadband is an Englewood, Colo.-based communications business with its principal assets its interest in Charter and Charter subsidiary GCI.

Issuer:Liberty Broadband Corp.
Amount:$1.1 billion
Greenshoe:$165 million
Issue:Exchangeable senior debentures
Exchange entity:Charter Communications Inc. class A common stock
Maturity:2053
Bookrunners:BofA Securities Inc., Morgan Stanley & Co. LLC and RBC Capital Markets LLC
Coupon:3.125%
Price:Par
Yield:3.125
Exchange premium:40%
Exchange price:$529.07
Exchange rate:1.8901
Call options:Non-callable until April 6, 2026
Put options:Putable on April 6, 2026
Pricing date:Feb. 21
Settlement date:Feb. 28
Distribution:Rule 144A
Talk:Coupon of 2.625% to 3.125% and initial exchange premium of 37.5% to 42.5%
Stock symbol:Nasdaq: CHTR
Stock price:$377.91
Market capitalization:$57.69 billion

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