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|LIBERTY BROADBAND CORP filed this Form SC 13D/A on 06/01/2015|
The Second Amended and Restated Stockholders Agreement provides that at the Bright House Closing, the Reporting Person, A/N, Charter and New Charter will enter into the Proxy and Right of First Refusal Agreement (the Proxy Agreement, the form of which is attached as an exhibit to the Second Amended and Restated Stockholders Agreement).
Second Amended and Restated Stockholders Agreement
Upon the Bright House Closing, Liberty will purchase from New Charter an additional $700 million of New Charter Shares at the Reference Price.
Liberty has agreed to vote all voting securities of Charter owned by Liberty and its affiliates in favor of approval of the Contribution Agreement, the First Amendment, the Mergers Agreement, the New Charter Issuance and certain other approvals required to effect the Bright House Transactions.
Governance; Election and Appointment of Designees
Following the Bright House Closing, the Board will consist of 13 directors, with three directors initially designated by Liberty and two directors initially designated by A/N. The number of directors which each of Liberty and A/N will be entitled to designate following the Bright House Closing will be subject to Liberty or A/N maintaining certain levels of equity or voting interests.
For so long as each of A/N and Liberty hold voting or equity securities of New Charter of at least 20%, certain matters, including a change of control of New Charter, certain transactions involving A/N or Liberty and amendments to the certificate of incorporation of New Charter will require approval of a majority of those directors of New Charter who are not appointed by Liberty and A/N (the Unaffiliated Directors).
So long as each of Libertys and A/Ns designees to the Board is included in managements slate of nominees for election as a director to the Board and New Charter recommends approval of their election, each of Liberty and A/N has agreed to vote its respective shares in accordance with the recommendation of the Nominating and Corporate Governance Committee of the Board with respect to the election or removal of directors.
From and after the Bright House Closing, for so long as Liberty and A/Ns respective equity or voting interest is greater than or equal to 20%, each will have certain consent rights over actions taken by New Charter, including the incurrence of indebtedness in excess of leverage ratios and fundamental changes in the business or material investments. A/N has certain additional consent rights with respect to the sale or transfer of certain interests and assets of Charter Holdco within seven years following the Bright House Closing and the issuance of any preferred units of Charter Holdco.
Limitation on Share Ownership and Voting; Standstill
Following the Bright House Closing, Libertys equity ownership in New Charter will be capped at the greater of 26% or the cap on its voting interest (as set forth below), and A/Ns equity ownership in New Charter will be capped at the greatest of its equity ownership immediately following the Bright House Closing, 25% and the cap on its voting interest (as set forth below). Libertys voting interest in New Charter will be capped at the greater of (x) 25.01% (or 0.01% above the person or group holding the highest voting percentage of New Charter) and (y) 23.5% increased one-for-one to a maximum of 35% for each permanent reduction in A/Ns equity interest in New Charter below 15%. A/Ns voting interest in New Charter will be capped at 23.5% increased one-for-one to a maximum of 35% for each permanent reduction in Libertys equity interest in New Charter below 15%. Each of Liberty and A/N will be entitled to vote its entire voting interest with respect to certain Excluded Matters (as defined in the Second Amended and Restated Stockholders Agreement), including, among other things, a change of control transaction at New Charter and matters outside the ordinary course of business.