Charter Communications to Acquire John Malone’s Liberty Broadband in All-Stock Deal

Cable TV giant Charter Communications and Liberty Broadband Corp. have entered into a definitive agreement under which Charter has agreed to acquire Liberty Broadband, part of the empire of John Malone, in an all-stock transaction.

The transaction was unanimously recommended to the Charter Board of Directors for approval by a special committee composed of independent, disinterested directors and advised by independent financial and legal advisors. The Boards of Directors of both Charter and Liberty Broadband have approved the transaction.

“In connection with the entry into the transaction, Charter, Liberty Broadband and Advance/Newhouse Partnership have agreed to amend certain existing governance arrangements of Charter to, among other things, modify the way in which Charter repurchases its shares of common stock from Liberty Broadband during the pendency of the transaction,” the company said. “Charter intends to make repurchases of Charter shares from Liberty Broadband in amounts of approximately $100 million per month, subject to certain adjustments, and as needed incremental repurchases or loans to Liberty Broadband, to allow for the timely repayment of Liberty Broadband debt in anticipation of the combination of the companies at closing.”

Said Charter CEO Chris Winfrey: “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.”

The deal is expected to close on June 30, 2027, unless otherwise agreed by the companies. “We look forward to their continued partnership and support in the coming years in driving value for our shareholders,” Winfrey said.

“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,” said Liberty Broadband CEO Greg Maffei. “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.”

GCI, led by CEO Ron Duncan, is an Alaska broadband and wireless provider that is part of Liberty Broadband. It is expected to be spun off.

Centerview Partners is serving as the financial advisor to the special committee of Charter on the deal. Citi is serving as financial advisor to Charter. Wachtell, Lipton, Rosen & Katz is the legal counsel to the special committee of Charter. J.P. Morgan is
serving as financial advisor to Liberty Broadband, with O’Melveny & Myers LLP as the legal counsel.