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SEC Filings

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

 

terminate. Notwithstanding anything to the contrary contained herein, if Liberty rejects or is deemed to reject (a) the offer set forth in a Margin Call Notice to purchase Margin Call Shares, in whole or in part, then Liberty hereby acknowledges and agrees that the Borrower will be free to Transfer or sell on the open market or otherwise (in whole or in part) such Margin Call Shares so rejected or deemed to have been rejected, together with any other Pledged Covered Securities necessary to satisfy its obligations (other than contingent obligations as to which no claim has been asserted) under the Loan Documents and (b) the offer set forth in a Non-Margin Call ROFR Notice from the Borrower (or Combined POA ROFR Notices from POA Secured Parties) to purchase the Non-Margin Call Shares, then Liberty hereby acknowledges and agrees that the Borrower (or each POA Secured Party that delivered a Combined POA ROFR Notice, as applicable) will be free to Transfer or sell on the open market or otherwise (in whole or in part) such Non-Margin Call Shares so rejected or deemed to have been rejected, together with any other Pledged Covered Securities necessary to satisfy the Borrower’s obligations (other than contingent obligations as to which no claim has been asserted) under the Loan Documents. For the avoidance of doubt, during the period from delivery of the ROFR Notice until the Acceptance Deadline, the Borrower or a Secured Party, as applicable, may not effect the proposed Transfer to a Prospective Purchaser or Transfer the relevant Subject Shares on the open market or otherwise (unless, prior to the Acceptance Deadline, Liberty provides written notice to the Borrower or each POA Secured Party that sent a Combined Secured Party ROFR Notice, as applicable, that (1) it is expressly rejecting the offer set forth in the ROFR Notice, in which case Liberty shall be deemed to have rejected and effectively waived its rights pursuant to the ROFR as provided in the last paragraph of Section 3(b)(i) or (2) in the case of a Margin Call ROFR Notice, it is electing to purchase only a portion of Margin Call Shares offered thereby, in which case Liberty shall be deemed to have rejected and effectively waived its rights pursuant to the ROFR as provided in the last paragraph of Section 3(b)(i)).”

 

(d)           The first and second sentences of Section 3(b)(iii) of the ROFR Agreement are hereby amended and restated to read as follows, but such amendment and restatement shall only apply and extend to proposed Transfers of Covered Securities being made in connection with or pursuant to a Loan Payment Event:

 

“Upon delivery of a Liberty Notice meeting the requirements specified above at or prior to the Acceptance Deadline, the Borrower or Secured Party, as applicable, will be obligated to sell, and Liberty will be obligated to buy, all of the Liberty Elected Shares for the Margin Call Price or Non-Margin Call Price, as applicable, payable in cash by wire transfer of immediately available funds, (i) in the case of a sale by the Secured Party, directly to the account of the applicable Secured Party as identified on Schedule I hereto (as such Schedule I may be changed from time to time upon delivery by notice from the applicable Secured Party to Liberty) or (ii) in the case of a sale by the Borrower, to each Secured Party’s applicable account identified on Schedule I hereto (as such Schedule I may be changed from time to time upon delivery by notice from a Secured Party to Liberty; provided that a Secured Party may only give a notice of changes concerning its respective account) in such proportion as directed by the Borrower, in each case, in accordance with the terms of the applicable Loan Documents.  The closing of such purchase and sale shall occur at such time and place as the parties

 

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