Charter Communications has reached a deal to acquire Liberty Broadband in an all-stock transaction, the companies announced early Wednesday morning.
As part of the deal, investors who own shares in Liberty Broadband Series A, Series B and Series C common stock will exchange each share for nearly two-tents of a share of Charter’s common stock, the companies affirmed. Cash will be issued in lieu of fractional shares, and the companies expect Charter will exchange around 34 million shares of its own stock for Liberty Broadband’s 45.6 million share balance.
As part of the deal, Liberty Broadband has agreed to spin off its ownership in GCI Communications through a distribution to Liberty Broadband’s stockholders, before its deal with Charter is complete. GCI is the largest telecommunications provider in Alaska, offering broadband Internet and television service to residents and enterprise customers there. Charter offers cable TV, Internet and telephone service under the Spectrum brand throughout the United States.
The deal is still subject to regulatory approval, and could close as early as June 30, 2027. The boards of both Charter and Liberty Broadband have approved the transaction, the companies said.
“Today’s announced transaction will rationalize Liberty Broadband’s trading discount and ultimately provide our shareholders with enhanced liquidity,” said John Malone, the Chairman of Liberty Broadband. “The transaction closing timeline reflects my belief in Charter’s operating strategy under the excellent leadership of Chris Winfrey and team and the value creation opportunity for both Charter and Liberty shareholders. I look forward to that continued upside, and to holding Charter shares after the merger closing.”
“We are pleased to announce this agreement today with Liberty Broadband. I am grateful for Liberty Broadband’s strategic partnership since 2013, and particularly for the support of John Malone, Greg Maffei and our Liberty Broadband nominated board members,” said Chris Winfrey, the President and CEO of Charter. “We look forward to their continued partnership and support in the coming years in driving value for our shareholders.”
“We are pleased to have reached definitive terms with Charter and provide Liberty shareholders with certainty of a future transaction at an attractive exchange ratio. This transaction simplifies our corporate structure and allows our shareholders to participate in Charter’s upside through direct ownership of the equity. In connection with the transaction, we expect GCI will become an independent public company prior to close. Liberty has had a great partnership with Ron Duncan and GCI management since 2018 and will continue to participate in value creation opportunities for the business,” said Greg Maffei, President & CEO of Liberty Broadband. “Reaching this agreement was an important milestone in my leadership of the company, and I will be stepping down from my role as Liberty Broadband CEO at the end of this year. I look forward to continuing as a director of Charter and a meaningful shareholder.”
Centerview Partners LLC served as an exclusive financial advisor to Charter’s special committee, while Citi served as the exclusive financial advisor to Charter. achtell, Lipton, Rosen & Katz is serving as legal counsel to the special committee of Charter. J.P. Morgan is serving as exclusive financial advisor to Liberty Broadband, and O’Melveny & Myers LLP is serving as legal counsel to Liberty Broadband.
