Liberty Broadband Corporation (NasdaqGS:LBRD.K) signed a definitive merger agreement to acquire GCI Liberty, Inc. (NasdaqGS:GLIB.A) for $8.9 billion on August 6, 2020. Each share of Series A common stock of GCI Liberty will be converted into the right to receive 0.580 shares of Series C common stock of Liberty Broadband plus cash in lieu of any fractional shares, each share of Series B common stock of GCI Liberty will be converted into the right to receive 0.580 shares of Series B common stock of Liberty Broadband plus cash in lieu of any fractional shares and each share of Series A Cumulative Redeemable Preferred Stock of GCI Liberty will be converted into the right to receive one share of Series A Cumulative Redeemable Preferred Stock to be issued by Liberty Broadband. In addition, GCI Liberty equity awards will be adjusted into Liberty Broadband equity awards based on a 0.580 exchange ratio. Upon closing, the former shareholders of the GCI Liberty will own approximately 30.6% of the total number of outstanding Liberty Broadband common shares, all outstanding shares of Liberty Broadband's newly issued preferred stock and approximately 16.7% of the voting power of Liberty Broadband. In addition, Liberty Broadband entered into an exchange agreement with John C. Malone, the Chairman of the Board of Liberty Broadband and GCI Liberty, pursuant to which John C. Malone will waive the right to receive Liberty Broadband shares with respect to certain shares of GCI Liberty beneficially owned by him and will instead receive an equal number of Liberty Broadband shares so that his aggregate voting power at Liberty Broadband remains at approximately 49% at the closing of the transaction, which is equal to his current voting power in Liberty Broadband. Liberty Broadband will issue preferred stock valued at $180 million to finance the transaction and expect to roll Liberty Broadband shares' margin loan at GCI Liberty into Charter margin loan at Liberty Broadband on a cashless basis.

Upon completion, GCI Liberty will operate as the wholly owned subsidiary of Liberty Broadband. In connection with a termination of the agreement, GCI Liberty will be required to pay Liberty Broadband a termination fee of $240 million and Liberty Broadband will be required to pay GCI Liberty a termination fee of $340 million. John C. Malone will remain Chairman and Greg Maffei will remain as Chief Executive Officer of Liberty Boradband. GCI Liberty's Chief Executive Officer, Ron Duncan and other GCI senior management will stay in place at GCI. On September 23, 2020, the Board of Directors of Liberty Broadband approved the size of the Board, which will increase from six to eight directorships, and the newly created directorships resulting from such increase will be a Class II directorship and a Class III directorship, with a term expiring at the annual meeting of stockholders in 2022 and 2023, respectively. In addition, Sue Ann R. Hamilton and Gregg L. Engles will be appointed to the Board to fill the newly created directorships and will serve as a Class II director and a Class III director, respectively. Once the transaction is completed, Sue Ann R. Hamilton and Gregg L. Engles will each receive the same compensation as other nonemployee directors of Liberty Broadband.

The transaction is subject to approval from the shareholders of Liberty Broadband and GCI Liberty, approval of stock issuances, approval for listing of the shares of Liberty Broadband's Series C Common Stock and Liberty Broadband's Preferred Stock that are to be issued as consideration on the NASDAQ Global Select Market. The transaction is also subject to delivery of an opinion by Skadden, Arps, Slate, Meagher & Flom LLP to GCI Liberty, approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and any required approvals of the United States Federal Communications Commission (FCC) and the Regulatory Commission of Alaska and the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part. The Board of Directors of Liberty Broadband and GCI Liberty have approved the transaction unanimously. The Board of Liberty Broadband and GCI Liberty unanimously recommends stockholders to vote in favor of the transaction. The special committee of Liberty and GCI Liberty have unanimously recommended their boards in favor of the transaction. As of October 9, 2020, HSR waiting period has been expired. The transaction is expected to close in the first half of 2021, subject to potential COVID-19 related delays. The transaction will be accretive to NAV per share of Liberty Broadband.

George Woody Young III, Anne Hamilton and Michael O Leary of Perella Weinberg Partners LP is acting as financial advisors and fairness opinion provider to the special committee of Liberty Broadband. Anthony Magro, William Hiltz, Daniel Mendelow, Steven Todrys and Justin Singh of Evercore Group L.L.C. are acting as exclusive financial advisors and fairness opinion providers to the special committee of GCI Liberty. Jeffrey J. Rosen, Michael A. Diz, William Regner, Peter Furci, Jon Lewis, Scott Selinger, Kevin Grondahl, Jeffrey Cunard, Matthew Kaplan, Nicholas Pellicani and Stuart Hammer of Debevoise & Plimpton LLP are acting as legal advisors to the special committee of Liberty Broadband. Melissa A. DiVincenzo, Kenneth J. Nachbar and Eric S. Klinger-Wilensky of Morris, Nichols, Arsht & Tunnell LLP are acting as legal advisors to the special committee of GCI Liberty. Matthew Kulkin and Eric Solomon of Steptoe & Johnson LLP are acting as independent tax counsels to the special committee of GCI Liberty. David Rievman, Michael Hoffman, William Alexander and Thomas Wood of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to GCI Liberty. Samantha Crispin, Nicole Perez, Frederick McGrath, Beverly Reyes, Robert Wann, Tamar Stanley, Josh Mandell, Robin Melman, Quentin Wiest and Matt Donnelly of Baker Botts LLP are representing GCI Liberty in their capacity as regular outside counsel. Michael Tumas, Michael Reilly and David DiDonato of Potter Anderson acted as legal advisors to Liberty Broadband. Steven D. Miller and Jeffrey R. Kesselman of Sherman & Howard L.L.C. acted as transfer agents for John C. Malone. D.F. King & Co., Inc. acted as information agent to Liberty Broadband for a fee of approximately $9,000. D.F. King & Co., Inc. acted as information agent to GCI Liberty for a fee of approximately $9,000. GCI Liberty has agreed to pay Evercore a total fee of $10 million for Evercore's financial advisory services and delivery of its opinion. Out of which $1 million became payable to Evercore upon execution of its engagement letter, $3 million became payable to Evercore upon delivery of its opinion to the GCI Liberty special committee (against which amount the $1 million engagement fee was credited), and the remainder of which will become payable only upon consummation of the transaction. Liberty Broadband agreed to pay Perella Weinberg Partners an advisory fee of $1 million upon execution of the engagement letter and $500,000 installments payable on May 8, 2020, June 8, 2020 and July 8, 2020, along with a fairness opinion fee of $7.5 million upon the delivery of Perella Weinberg Partners' opinion or the determination by Perella Weinberg Partners that it is not able to deliver a fairness opinion containing the conclusion sought by the Liberty Broadband special committee (such amount to be reduced by the amounts previously paid under the advisory fee) and an additional transaction fee of $15 million upon the consummation of the first merger (such amount to be reduced by the amounts previously paid under the advisory fee and the fairness opinion fee). Broadridge Corporate Issuer Solutions, Inc acted as transfer agent to Liberty Broadband Corporation. Alison S. Ressler and Matthew C. Barnett of Sullivan & Cromwell LLP acted as legal advisor to Perella Weinberg.

Liberty Broadband Corporation (NasdaqGS:LBRD.K) completed the acquisition of GCI Liberty, Inc. (NasdaqGS:GLIB.A) on December 18, 2020. Michael E. Lubowitz of Weil, Gotshal & Manges LLP acted as a legal advisor to Evercore Group L.L.C.