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SEC Filings

SC 13D/A
LIBERTY BROADBAND CORP filed this Form SC 13D/A on 05/26/2016
Entire Document
 

 

Price. The Margin Call ROFR Notice will constitute a binding, irrevocable offer by the Borrower to sell to Liberty the Margin Call Shares at the Margin Call Price; or

 

(ii) the Borrower in connection with a Loan Payment Event other than a margin call, or a POA Secured Party, on behalf of the Borrower, after the occurrence and during the continuance of an event of default under the Loan Documents and in connection with such POA Secured Party’s exercise of its rights and remedies under the Loan Documents (a “Non-Margin Call ROFR Notice”), such Non-Margin Call ROFR Notice will specify (a) the number of Pledged Covered Securities determined to be Transferred (the “Non-Margin Call Shares”), which, (x) in the case of a Non-Margin Call ROFR Notice delivered by the Borrower (and not by a POA Secured Party on behalf of the Borrower), shall not be less than the number of Pledged Covered Securities necessary to pay in full the Borrower’s obligations (other than contingent obligations as to which no claim has been asserted) under the Loan Documents and (y) in the case of a Non-Margin Call ROFR Notice delivered by a POA Secured Party (on behalf of the Borrower), shall not be in excess of such POA Secured Party’s Ratable Share (as defined in the Loan Agreement) of the Pledged Covered Securities and (b) the price per Non-Margin Call Share, which shall be equal to the Non-Margin Call Closing Price. The Non-Margin Call ROFR Notice will constitute a binding, irrevocable offer by the Borrower or POA Secured Party (on behalf of the Borrower), as applicable, to sell to Liberty the Non-Margin Call Shares at the Non-Margin Call Closing Price.

 

Solely with respect to Non-Margin Call ROFR Notices received by Liberty, upon the termination of the Loan Documents and the satisfaction of all obligations thereunder (other than contingent obligations as to which no claim has been asserted), the Borrower shall (i) provide a written notice to Liberty of such termination and satisfaction, signed by the Borrower and counter-signed by any Agent (a “Loan Termination Notice”) and (ii) on the Business Day following the delivery of such Loan Termination Notice, offer Liberty the right to acquire any Remaining Shares of the Borrower at the Discount Price.

 

Notwithstanding any of the foregoing, (i) solely with respect to a Margin Call ROFR Notice, if Liberty elects to purchase less than the full number of the Margin Call Shares offered under such relevant Margin Call ROFR Notice, Liberty shall thereby be deemed to have rejected and effectively waived its rights pursuant to the ROFR Agreement solely with respect to such Margin Call Shares not so elected to be purchased, together with any additional Pledged Covered Securities that the Borrower may Transfer or need to Transfer to satisfy its obligations (other than contingent obligations as to which no claim has been asserted) under the Loan Documents in connection with the Loan Payment Event addressed by the applicable Margin Call ROFR Notice (an “Election Waiver”); (ii) other than in the case of clause (i), if Liberty has rejected and/or been deemed to have rejected an offer to purchase Margin Call Shares or Non-Margin Call Shares, as applicable, Liberty shall thereby be deemed to have rejected and effectively waived its rights pursuant to the ROFR with respect to such Margin Call Shares or Non-Margin Call

 

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