Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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Date of Report (date of earliest event reported): February 21, 2023

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LIBERTY BROADBAND CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	001-36713	47-1211994
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

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12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

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Registrant's telephone number, including area code: [phone]

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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))

Securities registered pursuant to Section 12(b) of the Act:

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Title of each class	Trading Symbol(s)	Name of each exchange on which traded
Series A common stock	LBRDA	The Nasdaq Stock Market LLC
Series C common stock	LBRDK	The Nasdaq Stock Market LLC
Series A Cumulative Redeemable preferred stock	LBRDP	The Nasdaq Stock Market LLC

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 7.01. Regulation FD Disclosure.

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On February 21, 2023, Liberty Broadband Corporation (“Liberty Broadband”) announced the proposed offering, and on February 22, 2023 announced pricing, of $1,100 million aggregate original principal amount of its 3.125% Exchangeable Senior Debentures due 2053 (the “Debentures”) pursuant to an exemption under the Securities Act of 1933, as amended.  Liberty Broadband has also granted to the initial purchasers an option to purchase additional Debentures with an aggregate principal amount of up to $165 million.  The offering is expected to close on February 28, 2023, subject to satisfaction of customary closing conditions.  Liberty Broadband intends to use the net proceeds of the offering, together with existing cash on hand and/or borrowings under the margin loan agreement of Liberty Broadband’s indirect, wholly-owned special purpose entity, to repurchase any and all of the outstanding 1.75% Exchangeable Senior Debentures due 2046 of Grizzly Merger Sub 1, LLC, Liberty Broadband’s wholly owned subsidiary, Liberty Broadband’s outstanding 2.75% Exchangeable Senior Debentures due 2050 and its 1.25% Exchangeable Senior Debentures due 2050, and for general corporate purposes.

This Current Report on Form 8-K and the press releases regarding the launch and pricing of the offering attached hereto as Exhibits 99.1 and 99.2, respectively, are being furnished to the Securities and Exchange Commission 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.

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Item 9.01.  Financial Statements and Exhibits.

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(d)  Exhibits

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Exhibit No.	​	Description
99.1	​	Press Release, dated February 21, 2023, regarding the proposed private offering.
99.2	​	Press Release, dated February 22, 2023, regarding the pricing.
104	​	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURE

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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.

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Date: February 22, 2023

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​	LIBERTY BROADBAND CORPORATION
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​	By:	/s/ Wade Haufschild
​	​	Name: Wade Haufschild
​	​	Title: Senior Vice President

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