Liberty Broadband Corporation · NASDAQ:LBRDA

Liberty Broadband — Merger or Acquisition (August 2020)

13 slides from Liberty Broadband's merger presentation, Aug 6, 2020

  1. Slide 1: Liberty Broadband and GCI Liberty Combination

    Liberty Broadband and GCI Liberty Combination August 6, 2020 and EXHIBIT 99.2

  2. Slide 2: Cautionary Statements; Disclaimer

    2 Cautionary Statements; Disclaimer Forward Looking Statements This presentation includes forward - looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . All statements other than state

  3. Slide 3: Liberty Broadband and GCI Liberty to Combine in Stock-for-Stock Merger

    3 Liberty Broadband and GCI Liberty to Combine in Stock - for - Stock Merger Current Structure Pro Forma Liberty Broadband 26% 100% 2 % (1) 23% 100% 22% / 25.01% (1) 100% (1) Denotes Fully Diluted Ownership / Voting Control. Fully Diluted Ownership calculated for purposes of equity ownership cap: cu

  4. Slide 4: Transaction Provides Value to All Shareholders

    4 Transaction Provides Value to All Shareholders • Tie future to more strategic LBRD (2) • Premium to trading price • Eliminate “double - discount” through LBRDK stake • Ongoing participation in attractive CHTR • Eliminate corporate level tax on LBRDK gain • More liquid currency • Benefit from large

  5. Slide 5: Summary Transaction Terms

    5 Summary Transaction Terms • Transaction represents $8.7b equity value for GCI Liberty (1) • GLIBA holders to receive 0.58 shares of LBRDK for each GLIBA share • Represents 8% premium to GLIBA share price as of 6/29 preliminary announcement • GLIBB holders to receive 0.58 shares of LBRDB for each G

  6. Slide 6: Pro Forma Liberty Broadband Net Asset Value

    6 Pro Forma Liberty Broadband Net Asset Value Asset Summary Debt Summary Note: Market values as of 8/5/20. Assumes LBRDK shares currently held at GCI Liberty are retired upon closing (ultimate treat men t to be determined). Liberty Broadband cash and debt amounts as of 6/30/20. GCI Liberty cash and

  7. Slide 7: Appendix

    Appendix

  8. Slide 8: Transaction Summary Terms

    8 Transaction Summary Terms Terms • E quity value approximately $8.7b for GCI Liberty (1) • GLIBA shareholders to receive fixed consideration of 0.58 shares of LBRDK common stock for each GLIBA share • GLIBB shareholders to receive fixed consideration of 0.58 shares of LBRDB common stock for each GL

  9. Slide 9: Liberty Broadband Pro Forma Ownership Structure

    9 Number of Shares % Common Equity % Voting Number of Shares % Common Equity % Voting Legacy Liberty Broadband Shareholders Series A Shares 26.5 14.6% 51.9% 26.5 13.2% 43.3% Series B Shares 2.5 1.3% 48.1% 2.5 1.2% 40.1% Series C Shares 153.0 84.1% 0.0% 110.3 55.0% 0.0% Legacy GCI Liberty Shareholder

  10. Slide 10: Charter Ownership Considerations Pro Forma for Transaction

    10 Charter Ownership Considerations Pro Forma for Transaction • Liberty Broadband’s equity ownership is 24.4% on a fully diluted basis (including the dilutive impact of A/N (1) convertible preferred and partnership units) (2) • For purposes of Stockholders Agreement, GCI Liberty’s shares included in

  11. Slide 11: Corporate Governance at Charter

    11 Corporate Governance at Charter • As long as Liberty Broadband’s equity or voting interest is 20% or more, entitled to designate three of 13 directors • Currently: Greg Maffei, Balan Nair, Jim Meyer • A/N has right to designate two board seats • Liberty Broadband must vote in favor of management’

  12. Slide 12: A/N Proxy Considerations

    12 A/N Proxy Considerations • A/N granted Liberty Broadband 5 - year irrevocable proxy to vote number of shares necessary to bring voting power to 25.01%, subject to cap of 7% • A/N has been selling into Charter buybacks; current diluted ownership approximately 12% (1) • A/N Proxy covers election of

  13. Slide 13: Restrictions on Charter Share Sales Pro Forma for Transaction

    13 Restrictions on Charter Share Sales Pro Forma for Transaction • Customary restrictions on share sales, transfers or disposals. Liberty Broadband may only transfer shares in the following manner: • Underwritten public offering • Rule 144/144A • Certain block sales (so long as transferee would not

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