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SEC Filings

SC 13D/A
LIBERTY BROADBAND CORP filed this Form SC 13D/A on 06/01/2015
Entire Document
 

 

conducted by the Reporting Person to purchase Liberty Series C Shares which expired on January 9, 2015, cash on hand, and/or the proceeds of other financing transactions it may engage in prior to the Closing Date.

 

The summaries of each of the Charter Investment Agreement and the Investment Agreements included in this Item are qualified by reference to the full text of each such document, which documents are incorporated herein by reference and attached as exhibits to this Statement.

 

Item 4.  Purpose of Transaction

 

The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

The information contained in Item 6 of this Amendment is incorporated by reference into this Item.

 

Item 5.  Interest in Securities of the Issuer

 

The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) The Reporting Person is the beneficial owner of 28,838,718 shares of Common Stock.  The 28,838,718 shares of Common Stock constitute approximately 25.7% of the outstanding shares of Common Stock, based on 112,022,182 shares of Common Stock outstanding as of March 31, 2015, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 1, 2015.

 

(b) The Reporting Person has the sole power to vote or to direct the voting of 28,838,718 shares of Common Stock beneficially owned by it and has the sole power to dispose or direct the disposition of such shares, subject to the terms of the Stockholders Agreement, as amended, the Second Amended and Restated Stockholders Agreement and the TWC Voting Agreement, each as described in Item 6 of this Statement.

 

(c) Other than as disclosed in this Statement, no transactions were effected by the Reporting Person, or, to the knowledge of the Reporting Person, any Schedule 1 Person, with respect to the Common Stock since March 31, 2015, the date requiring the filing of Amendment No. 1 to the Schedule 13D.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information contained in Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:

 

Termination of Voting Agreement with Comcast and Comcast-TWC Merger Agreement

 

On April 25, 2014, Comcast entered into the Transaction Agreement with the Issuer, which contemplated three transactions:  (1) a contribution and spin-off transaction, (2) an asset exchange and (3) a purchase of assets.  Pursuant to the terms of the Transaction Agreement, the Transaction Agreement became terminable upon termination of the Comcast-TWC Merger Agreement.  As reported in Comcast’s Current Report on Form 8-K, filed with the SEC on April 24, 2014, on April 24, 2015, (i) Comcast and TWC entered into a termination agreement terminating the Comcast-TWC Merger Agreement and (ii) Comcast delivered a notice of termination of the Transaction Agreement to the Issuer.

 

In connection with the termination of the Transaction Agreement, the related Voting Agreement entered into by Liberty with Comcast automatically terminated in accordance with its terms on April 24, 2015.

 

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