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Charter, Liberty Shareholders Approve Merger

The shareholders of Charter Communications and Liberty Corp. have approved Charter’s acquisition, a deal that was initially announced last November.

Under terms of the transaction, Charter has acquired all of Liberty’s assets in an all-stock transaction, with each holder of Liberty Broadband Series A common stock, Series B common stock, and Series C common stock receiving “0.236 of a share of Charter common stock per share of Liberty common stock held, with cash to be issued in lieu of fractional shares.”

Liberty Broadband’s principal assets consist of its interest in Charter Communications and its subsidiary GCI, a company that provides data, mobile, video, voice and managed services to consumer, business, government and carrier customers throughout Alaska, serving more than 200 communities.

As part of the transaction announced today, Liberty Broadband has agreed to spin GCI business through a distribution to the stockholders of Liberty Broadband prior to the closing of the acquisition by Charter, which is expected to be completed on June 30, 2027.

GCI has invested $4.7 billion in its Alaska network and facilities over the past 45 years. Through a combination of network initiatives, GCI has continued to expand its statewide network infrastructure.

The GCI distribution is expected to be taxable to Liberty Broadband and its stockholders, with Charter bearing the corporate level tax liability upon completion of the combination. However, any corporate tax liability above $420 million will entitle Charter to tax receivables benefits.

The transaction continues Charter’s history of expansion. Earlier this month, the company announced that its Spectrum Mobile brand reached 10 million mobile lines, only six years after launching. Spectrum’s broadband connectivity and cable services are available to nearly 57 million homes and businesses in 41 states.

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