Filed by Liberty Broadband Corporation pursuant
to
Rule 425 of the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: Liberty Broadband Corporation
Commission File No.: 001-36713
Subject Company: Charter Communications, Inc.
Commission File No.: 001-33664
Excerpts of Slides from Liberty Media Corporation 2024 Investor Day Presentations Regarding the Proposed Transaction
Cautionary Note Regarding Forward Looking
Statements
This
presentation includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things,
the proposed transaction between Charter and Liberty Broadband. Although we believe that our plans, intentions and expectations as reflected
in or suggested by these forward-looking statements are reasonable, we cannot assure you
that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties
and assumptions including, without limitation: (i) the effect of the announcement of the proposed transaction on the ability of Charter
and Liberty Broadband to operate their respective businesses and retain and hire key personnel and to maintain favorable business relationships;
(ii) the timing of the proposed transaction; (iii) the ability to satisfy closing conditions to the completion of the proposed
transaction (including stockholder and regulatory approvals); (iv) the possibility that the transactions may be more expensive to
complete than anticipated, including as a result of unexpected factors or events; (v) the ability of Liberty Broadband to consummate
the spin-off of its GCI business; (vi) litigation relating to the proposed transaction; (vii) other risks related to the completion
of the proposed transaction and actions related thereto; and (viii) the factors described under “Risk Factors” from time
to time in Charter’s and Liberty Broadband’s filings with the Securities and Exchange Commission (the “SEC”).
Many of the forward-looking statements contained in this presentation may be identified by the use of forward-looking words such as “believe,”
“expect,” “anticipate,” “should,” “planned,” “will,” “may,” “intend,”
“estimated,” “aim,” “on track,” “target,” “opportunity,” “tentative,”
“positioning,” “designed,” “create,” “predict,” “project,” “initiatives,”
“seek,” “would,” “could,” “continue,” “ongoing,” “upside,” “increases,”
“grow,” “focused on” and “potential,” among others.
All forward-looking statements speak only
as of the date they are made and are based on information available at that time. Neither Charter nor Liberty Broadband assumes any obligation
to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were
made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements
involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Additional Information
Charter intends to file a registration statement
on Form S-4 with the SEC to register the shares of Charter common stock and Charter preferred stock that will be issued to Liberty
Broadband stockholders in connection with the proposed transaction. The registration statement will include a joint proxy statement of
Charter and Liberty Broadband that will also constitute a prospectus of Charter. Investors and security holders of Charter and Liberty
Broadband are urged to read the registration statement, joint proxy statement, prospectus and/or other documents filed with the SEC carefully
in their entirety if and when they become available as they will contain important information about the proposed transaction. The definitive
joint proxy statement/prospectus (if and when available) will be mailed to stockholders of Charter and Liberty Broadband, as applicable.
Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed
with the SEC by Charter or Liberty Broadband through the website maintained by the SEC at http://www.sec.gov or by contacting the investor
relations department of Charter or Liberty Broadband at:
Charter Communications, Inc. |
|
Liberty Broadband
Corporation |
400 Washington Blvd.
Stamford, CT 06902
Attention: Investor Relations
Telephone: (203) 905-7801 |
|
12300 Liberty Boulevard,
Englewood, Colorado 80112
Attention: Investor Relations
Telephone: (720) 875-5700 |
Participants in Solicitation
This presentation is neither a solicitation
of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Charter, Liberty Broadband
and their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies
in respect of the proposed transaction. Information regarding the interests of such potential participants will be included in one or
more registration statements, proxy statements or other documents filed with the SEC if and when they become available. These documents
(if and when available) may be obtained free of charge from the SEC’s website http://www.sec.gov.
Charter anticipates that the following individuals
will be participants (the “Charter Participants”) in the solicitation of proxies from holders of Charter common stock in connection
with the proposed transaction: Eric L. Zinterhofer, Non-Executive Chairman of the Charter board of directors, W. Lance Conn, Kim C. Goodman,
Gregory B. Maffei, John D. Markley, Jr., David C. Merritt, James E. Meyer, Steven A. Miron, Balan Nair, Michael A. Newhouse, Mauricio
Ramos and Carolyn J. Slaski, all of whom are members of the Charter board of directors, Christopher L. Winfrey, President, Chief Executive
Officer and Director, Jessica M. Fischer, Chief Financial Officer, and Kevin D. Howard, Executive Vice President, Chief Accounting Officer
and Controller. Information about the Charter Participants, including a description of their direct or indirect interests, by security
holdings or otherwise, and Charter’s transactions with related persons is set forth in the sections entitled “Proposal No. 1:
Election of Directors”, “Compensation Committee Interlocks and Insider Participation”, “Compensation Discussion
and Analysis”, “Certain Beneficial Owners of Charter Class A Common Stock”, “Certain Relationships and Related
Transactions”, “Proposal No. 2: Increase the Number of Shares in 2019 Stock Incentive Plan”, “Pay Versus
Performance” and “CEO Pay Ratio” contained in Charter’s definitive proxy statement for its 2024 annual meeting
of shareholders, which was filed with the SEC on March 14, 2024 (which is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/1091667/000119312524067965/d534477ddef14a.htm)
and other documents subsequently filed by Charter with the SEC. To the extent holdings of Charter stock by the directors and executive
officers of Charter have changed from the amounts of Charter stock held by such persons as reflected therein, such changes have been or
will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Liberty
Broadband anticipates that the following individuals will be participants (the “Liberty Broadband Participants”) in the solicitation
of proxies from holders of Liberty Broadband Series A common stock, Series C common stock and Series A cumulative redeemable
preferred stock in connection with the proposed transaction: John C. Malone, Chairman of the Liberty Broadband board of directors, Gregg
L. Engles, Julie D. Frist, Richard R. Green, Sue Ann R. Hamilton, J. David Wargo and John E. Welsh III, all of whom are members of the
Liberty Broadband board of directors, Gregory B. Maffei, Liberty Broadband’s President, Chief Executive Officer and Director, and
Brian J. Wendling, Liberty Broadband’s Chief Accounting Officer and Principal Financial Officer. Information regarding the Liberty
Broadband Participants, including a description of their direct or indirect interests, by security holdings or otherwise, and Liberty
Broadband’s transactions with related persons can be found under the captions “Proposal 1 – The Election of Directors
Proposal”, “Director Compensation”, “Proposal 3 – The Incentive Plan Proposal”, “Proposal
4 – The Say-On-Pay Proposal”, “Executive Officers”, “Executive Compensation”, “Security
Ownership of Certain Beneficial Owners and Management—Security Ownership of Management” and “Certain Relationships and
Related Party Transactions” contained in Liberty Broadband’s definitive proxy statement for its 2024 annual meeting of stockholders,
which was filed with the SEC on April 25, 2024 (which is available at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1611983/000110465924051479/tm242809d6_def14a.htm)
and other documents subsequently filed by Liberty Broadband with the SEC. To the extent holdings of Liberty Broadband stock by the directors
and executive officers of Liberty Broadband have changed from the amounts of Liberty Broadband stock held by such persons as reflected
therein, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 or amendments to beneficial ownership
reports on Schedules 13D filed with the SEC. Free copies of these documents may be obtained as described above.
No Offer or Solicitation
This
presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Charter Communications (NASDAQ:CHTR)
Gráfico Histórico do Ativo
De Nov 2024 até Dez 2024
Charter Communications (NASDAQ:CHTR)
Gráfico Histórico do Ativo
De Dez 2023 até Dez 2024