8-KMaterial AgreementsOther EventsExhibits & Filings

Liberty Media Corp 8-K Report, Material Agreement (Nov 10, 2014)

Filed November 10, 2014For Securities:FWONKFWONAFWONB

Summary

Liberty Media Corporation (FWONK) announced the completion of its previously announced spin-off of its wholly-owned subsidiary, Liberty Broadband Corporation (Broadband), effective November 4, 2014. This transaction was structured as a dividend distribution, where Liberty Media shareholders received one-fourth of a share of Broadband's common stock for each share of Liberty Media's corresponding class of stock they held as of the record date, October 29, 2014. Following the spin-off, Broadband is now an independent, publicly traded entity. Its assets include a significant stake in Charter Communications (26% ownership and warrants for additional shares), full ownership of TruePosition, Inc., and a minority investment in Time Warner Cable Inc. (TWC). Broadband also carries $320 million in existing debt, with an additional $80 million available. Prior to the spin-off, Broadband paid Liberty Media $300 million in cash, funded by a margin loan.

Key Highlights

  • 1Completion of the spin-off of Liberty Broadband Corporation (Broadband) from Liberty Media Corporation (FWONK).
  • 2Shareholders received a dividend of 0.25 shares of Broadband common stock for each FWONK share held.
  • 3Broadband's assets include a 26% interest in Charter Communications and a minority stake in Time Warner Cable.
  • 4Broadband obtained $320 million in debt financing, with $80 million available for future drawdowns.
  • 5Broadband distributed $300 million in cash to Liberty Media prior to the spin-off.
  • 6Key agreements, including a Reorganization Agreement and a Tax Sharing Agreement, were entered into between Liberty Media and Broadband.

Frequently Asked Questions

This filing confirms the completion of the spin-off of Liberty Broadband Corporation. Shareholders who held Liberty Media stock on the record date (October 29, 2014) received a distribution of Liberty Broadband shares, effectively separating the assets now housed within Liberty Broadband from Liberty Media.

Liberty Broadband's primary assets include a 26% ownership interest and warrants for additional shares in Charter Communications, Inc., 100% ownership of TruePosition, Inc., and a minority equity investment in Time Warner Cable Inc.

Yes, prior to the spin-off, Liberty Broadband distributed $300 million in cash to Liberty Media. This cash was sourced from a margin loan obtained by Liberty Broadband.

The Reorganization Agreement outlines the core corporate transactions and conditions necessary for the spin-off and governs the post-spin-off relationship between Liberty Media and Broadband. The Tax Sharing Agreement details how taxes and tax benefits will be allocated between the two entities.