ENGLEWOOD, Colo.--(BUSINESS WIRE)--
Liberty Interactive Corporation (NASDAQ: QVCA, QVCB, LNVTA, LVNTB)
("Liberty Interactive") today announced that it has entered into an
agreement with Liberty Broadband Corporation (NASDAQ: LBRDA, LBRDK)
("Liberty Broadband") whereby Liberty Interactive will invest $2.4
billion in Liberty Broadband in connection with (and contingent upon)
the closing of today's announced proposed merger of Charter
Communications, Inc. ("Charter") and Time Warner Cable Inc. ("TWC"). The
proceeds of this investment will be used by Liberty Broadband to fund,
in part, its agreement to acquire $4.3 billion of Charter stock. Liberty
Broadband's acquisition will be made in support of (and contingent upon)
the closing of the Charter-TWC merger. In connection with these
transactions, it is expected that Charter will undergo a corporate
reorganization, resulting in a current subsidiary of Charter becoming
the publicly traded parent company ("New Charter"). Liberty
Interactive's investment in Liberty Broadband will be funded using cash
on hand and will be attributed to the Liberty Ventures Group.
"We are excited for Liberty Interactive to make this attractive
investment in Liberty Broadband, providing our shareholders with the
unique opportunity to realize value from the proposed consolidation in
the cable industry announced today by Charter," said Greg Maffei,
President and CEO of Liberty Interactive. "Through this transaction,
Liberty Interactive has the ability to deploy a significant amount of
capital and become a meaningful shareholder of Liberty Broadband."
Liberty Interactive (along with third party investors, all of whom will
invest on the same terms as Liberty Interactive) will purchase newly
issued shares of Liberty Broadband Series C common stock (the "Series C
Shares") at a per share price of $56.23 (equal to Liberty Broadband's
net asset value on a sum-of-the parts basis). In the aggregate, Liberty
Broadband has entered into subscription agreements with respect to $4.4
billion of its Series C Shares. Liberty Interactive's investment in
Liberty Broadband is subject to customary closing conditions and funding
will only occur upon the completion of the Charter-TWC merger. Liberty
Broadband intends to seek stockholder approval for the issuance of the
Series C Shares in accordance with the rules and requirements of the
Nasdaq Stock Market. If, for any reason, Liberty Broadband does not
receive the requisite stockholder approval for the issuance of the
Series C Shares, the purchasers will instead acquire a limited number of
Series C Shares, together with shares of a newly issued series of
non-convertible preferred stock of Liberty Broadband.
Liberty Broadband and Liberty Interactive have also entered into an
agreement with Charter which provides that Liberty Broadband and Liberty
Interactive will exchange, in a tax-free transaction, the shares of TWC
common stock held by each company for shares of New Charter Class A
common stock (subject to certain limitations). In addition, Liberty
Interactive has also agreed to grant Liberty Broadband a proxy over the
shares of New Charter stock it receives in the exchange, along with a
right of first refusal with respect to the underlying New Charter stock.
Forward-Looking Statements
This press release includes certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995,
including statements about the completion of Charter's corporate
reorganization, the TWC and Bright House acquisition transactions,
Liberty Broadband's investment in Charter, Liberty Broadband's issuance
of Series C Shares to Liberty Interactive and other third party
investors and other matters that are not historical facts. These
forward-looking statements involve many risks and uncertainties that
could cause actual results to differ materially from those expressed or
implied by such statements, including, without limitation, the receipt
of required approvals, including stockholder and regulatory. These
forward looking statements speak only as of the date of this press
release, and Liberty Interactive expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in
Liberty Interactive's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. Please refer to the publicly filed documents of Liberty
Interactive, including the most recent Forms 10-K and 10-Q, for
additional information about Liberty Interactive and about the risks and
uncertainties related to Liberty Interactive's business which may affect
the statements made in this press release.
About Liberty Interactive Corporation
Liberty Interactive Corporation operates and owns interests in a broad
range of digital commerce businesses. Those businesses are currently
attributed to two tracking stock groups: the QVC Group and the Liberty
Ventures Group. The businesses and assets attributed to the QVC Group
(Nasdaq: QVCA, QVCB) consist of Liberty Interactive's subsidiary, QVC,
Inc., and its interest in HSN, Inc., and the businesses and assets
attributed to the Liberty Ventures Group (Nasdaq: LVNTA, LVNTB) consist
of all of Liberty Interactive Corporation's businesses and assets other
than those attributed to the QVC Group, including its interest in
Expedia, Interval Leisure Group, Lending Tree and FTD, its subsidiaries
Backcountry.com, Bodybuilding.com, CommerceHub, LMC Right Start and
Evite, and minority interests in Time Warner and Time Warner Cable.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150526005422/en/
Liberty Interactive Corporation
Courtnee Ulrich, 720-875-5420
Source: Liberty Interactive Corporation
News Provided by Acquire Media
