Grizzly Merger Sub 1 (GLIBP) DEFM14AProxy related to merger

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

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MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Liberty Broadband Corporation and GCI Liberty, Inc.:

        On August 6, 2020, Liberty Broadband Corporation (“Liberty Broadband”), GCI Liberty, Inc. (“GCI Liberty”), Grizzly Merger Sub 1, LLC, a wholly owned subsidiary of Liberty Broadband, and Grizzly Merger Sub 2, Inc., a wholly owned subsidiary of Grizzly Merger Sub 1, LLC, entered into an Agreement and Plan of Merger (as may be amended from time to time, the “merger agreement”), that provides for the acquisition of GCI Liberty by Liberty Broadband. Subject to approval of the stockholders of Liberty Broadband and GCI Liberty as described later in this joint proxy statement/prospectus and the satisfaction or (to the extent permitted) waiver of certain other closing conditions, Liberty Broadband will acquire GCI Liberty through the merger of Grizzly Merger Sub 2, Inc. with and into GCI Liberty, with GCI Liberty surviving this merger and becoming an indirect wholly owned subsidiary of Liberty Broadband. Immediately following the merger of GCI Liberty and Grizzly Merger Sub 2, Inc., GCI Liberty, as the surviving corporation of that merger, will merge with and into Grizzly Merger Sub 1, LLC (together with the prior merger of GCI Liberty and Grizzly Merger Sub 2, Inc., the “combination”), with Grizzly Merger Sub 1, LLC surviving this subsequent merger as a wholly owned subsidiary of Liberty Broadband.

        At the effective time of the first merger (the “effective time”):

•

each share of GCI Liberty Series A common stock, par value $0.01 per share (“GCI Liberty Series A common stock”), issued and outstanding immediately prior to the effective time (other than excluded treasury shares (as defined below)) will be converted into the right to receive 0.580 of a share of non-voting Liberty Broadband Series C common stock, par value $0.01 per share (“Liberty Broadband Series C common stock”);



•

each share of GCI Liberty Series B common stock, par value $0.01 per share (“GCI Liberty Series B common stock”), issued and outstanding immediately prior to the effective time (other than excluded shares (as defined below)) will be converted into the right to receive 0.580 of a share of Liberty Broadband Series B common stock, par value $0.01 per share (“Liberty Broadband Series B common stock”); and



•

each share of GCI Liberty Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“GCI Liberty Preferred Stock,” and together with the GCI Liberty Series A common stock and GCI Liberty Series B common stock, the “GCI Liberty capital stock”), issued and outstanding immediately prior to the effective time (other than excluded treasury shares) will be converted into the right to receive one share of newly issued Liberty Broadband Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Liberty Broadband Preferred Stock”).

Such consideration is collectively referred to as the “merger consideration.” Because each share of GCI Liberty Series A common stock will be converted into the right to receive 0.580 of a share of non-voting Liberty Broadband Series C common stock, following the effective time, holders of GCI Liberty Series A common stock will no longer be entitled to voting rights. The holders of record of Liberty Broadband Series C common stock are not entitled to any voting powers, and, except as required by Delaware law, may not vote on proposals presented at Liberty Broadband stockholder meetings.

        No fractional shares of Liberty Broadband Series C common stock or Liberty Broadband Series B common stock will be issued in the combination. In lieu of issuing fractional shares of Liberty Broadband Series C common stock and Liberty Broadband Series B common stock that would otherwise be issued as part of the merger consideration, cash will instead be paid as described later in

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this joint proxy statement/prospectus. The merger consideration will not be deliverable with respect to (x) shares of GCI Liberty capital stock held by GCI Liberty as treasury stock or by any of GCI Liberty's wholly owned subsidiaries or owned by Liberty Broadband or its wholly owned subsidiaries (the “excluded treasury shares”) or (y) shares of GCI Liberty Series B common stock held by any stockholders who have perfected and have not waived, effectively withdrawn or lost their appraisal rights pursuant to Section 262 of the General Corporation Law of the State of Delaware (collectively with the excluded treasury shares, the “excluded shares”). The 0.580 of a share of Liberty Broadband Series C common stock or Liberty Broadband Series B common stock that is a component of the calculation of the merger consideration is referred to as the “exchange ratio.” For more details on the merger consideration, see “Special Factors—The Merger Agreement—Merger Consideration.” U.S. holders (as defined under “Material U.S. Federal Income Tax Consequences of the Combination”) of GCI Liberty capital stock are not expected to recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of GCI Liberty capital stock for the merger consideration, except with respect to any cash received in lieu of fractional shares. See “Material U.S. Federal Income Tax Consequences of the Combination” for a more complete discussion of the U.S. federal income tax consequences of the combination.

        Although the number of shares of Liberty Broadband Series C common stock and Liberty Broadband Series B common stock that holders of GCI Liberty Series A common stock and GCI Liberty Series B common stock, respectively, will receive is fixed, the market value of Liberty Broadband Series C common stock and Liberty Broadband Series B common stock will fluctuate and will not be known at the time Liberty Broadband stockholders or GCI Liberty stockholders vote to approve the Liberty Broadband stockholder proposals or GCI Liberty stockholder proposals, respectively, that are discussed further below. Based on the closing price of Liberty Broadband Series C common stock on the Nasdaq Global Select Market and the last sale price of Liberty Broadband Series B common stock on the OTC Markets, in each case, on June 29, 2020, the last trading day before the public announcement of the merger consideration, the exchange ratio represented approximately $72.49 in value for each share of GCI Liberty Series A common stock and $71.92 in value for each share of GCI Liberty Series B common stock. Based on the closing price of Liberty Broadband Series C common stock on October 27, 2020 and the last sale price of Liberty Broadband Series B common stock on October 5, 2020, which in each case was the last practicable trading day before the date of this joint proxy statement/prospectus, the exchange ratio represented approximately $79.99 in value for each share of GCI Liberty Series A common stock and $84.37 in value for each share of GCI Liberty Series B common stock. We urge you to obtain current market quotations for shares of GCI Liberty capital stock, Liberty Broadband Series C common stock and Liberty Broadband Series B common stock. GCI Liberty Series A common stock and GCI Liberty Preferred Stock are each listed on the Nasdaq Global Select Market under the symbols “GLIBA” and “GLIBP,” respectively, and GCI Liberty Series B common stock is quoted on the OTC Markets under the symbol “GLIBB,” but it is not actively traded. Liberty Broadband Series C common stock is listed on the Nasdaq Global Select Market under the symbol “LBRDK,” and Liberty Broadband Series B common stock is quoted on the OTC Markets under the symbol “LBRDB.” The Liberty Broadband Preferred Stock to be issued in connection with the combination will have been authorized for listing on Nasdaq under the symbol “LBRDP,” subject to official notice of issuance, on or before the closing of the combination.

        In addition, Liberty Broadband entered into an exchange agreement (the “exchange agreement”) with John C. Malone, the Chairman of the Board of Directors of Liberty Broadband and GCI Liberty, and a revocable trust of which Mr. Malone is the sole trustee and beneficiary (the “JCM Trust”) pursuant to which the JCM Trust waived the right to receive shares of Liberty Broadband Series B common stock in the combination with respect to certain shares of GCI Liberty Series B common stock owned by it and will instead receive an equal number of shares of Liberty Broadband Series C common stock so that Mr. Malone's aggregate voting power at Liberty Broadband (including shares held in certain trusts not party to the voting agreements described below) remains at approximately, but would not exceed, 49% immediately following the effective time, which is approximately equal to Mr. Malone's current voting power in Liberty Broadband. Following the effective time, Mr. Malone and

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the JCM Trust may exchange a number of shares of Liberty Broadband Series C common stock on a one-for-one basis for the waived shares of Liberty Broadband Series B common stock in order to preserve the target voting power of approximately 49% (subject to reduction in the event of certain transfers by Mr. Malone and the JCM Trust (“target voting power”)) following the occurrence of certain voting dilution events which would result in Mr. Malone's voting power falling below the target voting power less 0.5% and upon any combination, merger, spin-off, dividend or certain other fundamental events resulting in holders of Liberty Broadband Series B common stock receiving securities of Liberty Broadband, securities of another person, property or cash or a combination thereof. Conversely, following any repurchase, redemption or certain other events that would result in Mr. Malone's voting power exceeding the target voting power plus 0.5%, Mr. Malone and the JCM Trust will be required to transfer shares of Liberty Broadband Series B common stock owned by them to Liberty Broadband in exchange for an equal number of shares of Liberty Broadband Series C common stock, but only as necessary in order to preserve the target voting power. See “Special Factors—Other Agreements Related to the Combination—Exchange Agreement.”

        Liberty Broadband and GCI Liberty will each hold special meetings of their respective stockholders in connection with the proposed combination (respectively, the “Liberty Broadband special meeting” and the “GCI Liberty special meeting”).

        In connection with the transactions contemplated by the merger agreement, Mr. Malone and certain members of the Malone Group (as defined below) entered into a voting agreement with Liberty Broadband and GCI Liberty (the “Liberty Broadband voting agreement”) pursuant to which Mr. Malone and those certain members of the Malone Group agreed to vote, at the Liberty Broadband special meeting, shares owned by them, representing approximately 48.3% of the aggregate voting power of Liberty Broadband as of September 30, 2020, (i) in favor of the share issuance proposal (as defined below), (ii) in favor of any properly raised adjournment proposal, (iii) against any alternative parent transaction (as defined below) or (iv) against any proposals to amend Liberty Broadband's restated certificate of incorporation or its amended and restated bylaws that would reasonably be expected to result in certain breaches of the merger agreement or the Liberty Broadband voting agreement or otherwise prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the combination. For more details on the Liberty Broadband voting agreement, see “Special Factors—Other Agreements Related to the Combination—Liberty Broadband Voting Agreement.”

        In connection with the transactions contemplated by the merger agreement, Mr. Malone and certain members of the Malone Group entered into a voting agreement with GCI Liberty and Liberty Broadband (the “GCI Liberty voting agreement”) pursuant to which Mr. Malone and those certain members of the Malone Group agreed to vote, at the GCI Liberty special meeting, shares owned by them, representing approximately 27.0% of the aggregate voting power of GCI Liberty as of September 30, 2020, (i) in favor of the combination, (ii) in favor of any properly raised adjournment proposal, (iii) against any alternative company transaction (as defined below) or (iv) against any proposals to amend GCI Liberty's restated certificate of incorporation or its amended and restated bylaws that would reasonably be expected to result in certain breaches of the merger agreement or the GCI Liberty voting agreement or otherwise prevent, impede, interfere with, delay, postpone, or adversely affect the consummation of the combination. For more details on the GCI Liberty voting agreement, see “Special Factors—Other Agreements Related to the Combination—GCI Liberty Voting Agreement.”

        At the Liberty Broadband special meeting, to be held at 10:00 a.m., Mountain time, on December 15, 2020, holders of Liberty Broadband common stock will be asked to consider and vote on (i) a proposal to approve the adoption of the merger agreement (the “Liberty Broadband merger proposal”); (ii) a proposal to approve the issuance of shares of Liberty Broadband Series C common stock, Liberty Broadband Series B common stock and Liberty Broadband Preferred Stock to GCI Liberty stockholders in connection with the combination contemplated by the merger agreement and shares of Liberty Broadband Series C common stock and Liberty Broadband Series B common stock to John C. Malone or the JCM Trust pursuant to the exchange agreement (collectively, the “share

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issuance,” and such proposal, the “share issuance proposal”); and (iii) a proposal to approve the adjournment of the Liberty Broadband special meeting from time to time to solicit additional proxies in favor of the Liberty Broadband merger proposal or the share issuance proposal if there are insufficient votes at the time of such adjournment to approve the Liberty Broadband merger proposal or the share issuance proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate (the “Liberty Broadband adjournment proposal”). Approval of the Liberty Broadband merger proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of Liberty Broadband common stock outstanding and entitled to vote on the proposal at the Liberty Broadband special meeting, voting together as a single class, excluding all outstanding shares beneficially owned, directly or indirectly, by GCI Liberty and its subsidiaries, Mr. Malone and certain affiliated persons of Mr. Malone (collectively, the “Malone Group”), Mr. Gregory B. Maffei, a director and the President and Chief Executive Officer of Liberty Broadband and GCI Liberty, and certain affiliated persons of Mr. Maffei (collectively, the “Maffei Group”) each of the Affiliates (as defined in the merger agreement) of the Malone Group and the Maffei Group, the directors of Liberty Broadband and GCI Liberty, the Parent Section 16 Officers (as defined in the merger agreement), the Company Section 16 Officers (as defined in the merger agreement) or immediate family members of any of the foregoing. Approval of each of the share issuance proposal and the Liberty Broadband adjournment proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of Liberty Broadband common stock that are present in person via the Internet or represented by proxy at the Liberty Broadband special meeting and entitled to vote on the proposal at the Liberty Broadband special meeting, voting together as a single class.

        The Liberty Broadband board of directors, acting on the unanimous recommendation of a special committee thereof, consisting solely of independent and disinterested directors of Liberty Broadband, has unanimously determined that the merger agreement and the other transaction documents, and the transactions contemplated thereby (including the transactions contemplated by the voting agreements and the exchange agreement), are advisable and fair to, and in the best interests of, Liberty Broadband and its stockholders (other than GCI Liberty, the Malone Group, the Maffei Group, each of their respective Affiliates and the Parent Section 16 Officers) and unanimously recommends that Liberty Broadband stockholders vote “FOR” each of the Liberty Broadband merger proposal, the share issuance proposal and the Liberty Broadband adjournment proposal. Completion of the combination is conditioned on Liberty Broadband stockholders approving the Liberty Broadband merger proposal and the share issuance proposal. Approval of the Liberty Broadband adjournment proposal is not a condition to the completion of the combination.

        At the GCI Liberty special meeting, to be held at 10:30 a.m., Mountain time, on December 15, 2020, holders of GCI Liberty capital stock will be asked to consider and vote on (i) a proposal to approve the adoption of the merger agreement (the “GCI Liberty merger proposal”) and (ii) a proposal to approve the adjournment of the GCI Liberty special meeting from time to time to solicit additional proxies in favor of the GCI Liberty merger proposal if there are insufficient votes at the time of such adjournment to approve the GCI Liberty merger proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate (the “GCI Liberty adjournment proposal”). Approval of the GCI Liberty merger proposal requires both (i) the affirmative vote of the holders of a majority of the aggregate voting power of the shares of GCI Liberty capital stock outstanding and entitled to vote on the proposal at the GCI Liberty special meeting, voting together as a single class, and (ii) the affirmative vote of the holders of a majority of the aggregate voting power of the shares of GCI Liberty capital stock outstanding and entitled to vote on the proposal at the GCI Liberty special meeting, voting together as a single class, excluding all outstanding shares beneficially owned, directly or indirectly, by Liberty Broadband and its subsidiaries, the Malone Group, the Maffei Group, each of the Affiliates of the Malone Group or the Maffei Group, the directors of Liberty Broadband and GCI Liberty, the Parent Section 16 Officers, the Company Section 16 Officers or immediate family members of any of the foregoing. Approval of the GCI Liberty adjournment proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of GCI Liberty capital stock that are present in person via the Internet or represented by proxy at the

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GCI Liberty special meeting and entitled to vote on the proposal at the GCI Liberty special meeting, voting together as a single class.

        The GCI Liberty board of directors, acting on the unanimous recommendation of a special committee thereof, consisting solely of independent and disinterested directors of GCI Liberty, has unanimously determined that the merger agreement and the other transaction documents, and the transactions contemplated thereby (including the transactions contemplated by the voting agreements and the exchange agreement), are advisable and fair to, and in the best interests of, GCI Liberty and its stockholders (other than the Malone Group, the Maffei Group, each of their respective Affiliates and the Company Section 16 Officers) and unanimously recommends that GCI Liberty stockholders vote “FOR” each of the GCI Liberty merger proposal and the GCI Liberty adjournment proposal. Completion of the combination is conditioned on GCI Liberty stockholders approving the GCI Liberty merger proposal. Approval of the GCI Liberty adjournment proposal is not a condition to the completion of the combination.

        The obligations of Liberty Broadband and GCI Liberty to complete the combination are subject to the satisfaction or (to the extent permitted) waiver of a number of conditions set forth in the merger agreement, a copy of which is included as Annex A to the accompanying joint proxy statement/prospectus. The accompanying joint proxy statement/prospectus describes the Liberty Broadband special meeting, the GCI Liberty special meeting, the proposals to be considered at each meeting, the combination and the documents and agreements related to the combination. It also contains or references information about Liberty Broadband and GCI Liberty and certain related agreements and matters. Please carefully read this entire joint proxy statement/prospectus, including “Risk Factors,” beginning on page 167, for a discussion of the risks relating to the proposed combination and the other transactions contemplated by the merger agreement and the exchange agreement, including the share issuance.

        Your vote is very important regardless of the number of shares of Liberty Broadband common stock or GCI Liberty capital stock that you own. A failure to vote your shares of Liberty Broadband common stock or GCI Liberty capital stock, or to provide instructions to your broker, bank or nominee as to how to vote your shares, is the equivalent of a vote against the Liberty Broadband merger proposal or GCI Liberty merger proposal, respectively.

        Whether or not you plan to attend the Liberty Broadband special meeting or GCI Liberty special meeting, please submit your proxy as soon as possible to make sure that your shares are represented at the meeting.

        Thank you for your cooperation and we look forward to the successful completion of the combination.

Very truly yours,
John C. Malone		Gregory B. Maffei
Chairman of the Board		Chief Executive Officer and President
Liberty Broadband Corporation		GCI Liberty, Inc.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the combination, the merger agreement, the exchange agreement or the securities to be issued in connection with the transactions contemplated by the merger agreement and the exchange agreement described in this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

        This joint proxy statement/prospectus is dated October 30, 2020 and is first being mailed to Liberty Broadband stockholders of record and GCI Liberty stockholders of record on or about November 3, 2020.

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LIBERTY BROADBAND CORPORATION
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5700

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be Held on December 15, 2020

        NOTICE IS HEREBY GIVEN of the special meeting of stockholders of Liberty Broadband Corporation (“Liberty Broadband”), to be held at 10:00 a.m., Mountain time, on December 15, 2020 (the “Liberty Broadband special meeting”). Due to concerns about the COVID-19 pandemic, the special meeting will be held via the Internet and will be a completely virtual meeting of stockholders. Liberty Broadband stockholders may attend the meeting, access the stockholders list, submit questions and vote their shares via the Internet during the meeting by visiting www.virtualshareholdermeeting.com/LBRD2020SM. To enter the Liberty Broadband special meeting, Liberty Broadband stockholders will need the 16-digit control number that is printed in the box marked by the arrow on their proxy cards. Liberty Broadband recommends that Liberty Broadband stockholders log in at least fifteen minutes before the meeting to ensure that they are logged in when the meeting starts. Online check-in will start shortly before the meeting on December 15, 2020. At the Liberty Broadband special meeting, you will be asked to consider and vote on the following proposals:

1.

a proposal to approve the adoption of the Agreement and Plan of Merger, dated August 6, 2020 (as may be amended from time to time, the “merger agreement”), by and among Liberty Broadband, GCI Liberty, Inc. (“GCI Liberty”), Grizzly Merger Sub 1, LLC, a wholly owned subsidiary of Liberty Broadband, and Grizzly Merger Sub 2, Inc., a wholly owned subsidiary of Grizzly Merger Sub 1, LLC, pursuant to which Grizzly Merger Sub 2, Inc. will merge with and into GCI Liberty, with GCI Liberty surviving this merger and becoming an indirect wholly owned subsidiary of Liberty Broadband. Immediately following the merger of GCI Liberty and Grizzly Merger Sub 2, Inc., GCI Liberty, as the surviving corporation of that merger, will merge with and into Grizzly Merger Sub 1, LLC (together with the merger of GCI Liberty and Grizzly Merger Sub 2, Inc., the “combination”), with Grizzly Merger Sub 1, LLC surviving this subsequent merger as a wholly owned subsidiary of Liberty Broadband (the “Liberty Broadband merger proposal”);



2.

a proposal to approve the issuance of shares of Liberty Broadband Series C common stock, par value $0.01 per share, Liberty Broadband Series B common stock, par value $0.01 per share, and Liberty Broadband Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, to GCI Liberty stockholders in connection with the combination contemplated by the merger agreement and shares of Liberty Broadband Series C common stock and Liberty Broadband Series B common stock to John C. Malone, the Chairman of the Board of Liberty Broadband and GCI Liberty, pursuant to an exchange agreement, dated August 6, 2020, by and among Mr. Malone, a revocable trust of which Mr. Malone is the sole trustee and beneficiary, and Liberty Broadband (the “exchange agreement”) (collectively, the “share issuance,” and such proposal, the “share issuance proposal”); and



3.

a proposal to approve the adjournment of the Liberty Broadband special meeting from time to time to solicit additional proxies in favor of the Liberty Broadband merger proposal or the share issuance proposal if there are insufficient votes at the time of such adjournment to approve the Liberty Broadband merger proposal or the share issuance proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate (the “Liberty Broadband adjournment proposal”).

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        Liberty Broadband will transact no other business at the Liberty Broadband special meeting, except such business as may properly be brought before the Liberty Broadband special meeting or any adjournments or postponements thereof by or at the direction of the Liberty Broadband board of directors in accordance with Liberty Broadband's amended and restated bylaws. The accompanying joint proxy statement/prospectus describes the proposals listed above in more detail. Please refer to the joint proxy statement/prospectus, including the merger agreement and all other annexes and any documents incorporated by reference, for further information with respect to the business to be transacted at the Liberty Broadband special meeting. You are encouraged to read the entire document carefully before voting. In particular, please see “Special Factors—The Merger Agreement” and “Special Factors—Other Agreements Related to the Combination—Exchange Agreement,” respectively, for a description of the transactions contemplated by the merger agreement and the exchange agreement, including the share issuance, and “Risk Factors” beginning on page 167 for an explanation of the risks associated with the combination and the other transactions contemplated by the merger agreement and the exchange agreement, including the share issuance.

        Completion of the combination is conditioned on Liberty Broadband stockholders approving the Liberty Broadband merger proposal and the share issuance proposal. The completion of the combination is not conditioned on the approval of the Liberty Broadband adjournment proposal.

        Approval of the Liberty Broadband merger proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of Liberty Broadband common stock outstanding and entitled to vote on the proposal at the Liberty Broadband special meeting, voting together as a single class, excluding all outstanding shares beneficially owned, directly or indirectly, by GCI Liberty and its subsidiaries, Mr. Malone and certain affiliated persons of Mr. Malone (collectively, the “Malone Group”), Mr. Gregory B. Maffei, a director and the President and Chief Executive Officer of Liberty Broadband and GCI Liberty, and certain affiliated persons of Mr. Maffei (collectively, the “Maffei Group”), each of the Affiliates (as defined in the merger agreement) of the Malone Group or the Maffei Group, the directors of Liberty Broadband and GCI Liberty, the Parent Section 16 Officers (as defined in the merger agreement), the Company Section 16 Officers (as defined in the merger agreement) or immediate family members of any of the foregoing. Approval of each of the share issuance proposal and the Liberty Broadband adjournment proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of Liberty Broadband common stock that are present in person via the Internet or represented by proxy at the Liberty Broadband special meeting and entitled to vote on the proposal at the Liberty Broadband special meeting, voting together as a single class.

        Holders of record of Liberty Broadband Series A common stock, par value $0.01 per share, and Liberty Broadband Series B common stock, par value $0.01 per share, outstanding as of 5:00 p.m., New York City time, on October 20, 2020, the record date for the Liberty Broadband special meeting, will be entitled to notice of the Liberty Broadband special meeting and to vote at the Liberty Broadband special meeting or any adjournment or postponement thereof. These holders will vote together as a single class on each proposal. The holders of record of Liberty Broadband Series C common stock are not entitled to any voting powers, except as required by Delaware law, and may not vote on the proposals to be presented at the Liberty Broadband special meeting. A complete list of Liberty Broadband stockholders entitled to vote at the Liberty Broadband special meeting will be available for examination by any Liberty Broadband stockholder in the Investor Relations department at Liberty Broadband's corporate office at 12300 Liberty Boulevard, Englewood, Colorado 80112, for purposes pertaining to the Liberty Broadband special meeting, during ordinary business hours, for a period of ten days before the Liberty Broadband special meeting, and can be accessed during the special meeting during the full duration of the meeting by visiting www.virtualshareholdermeeting.com/LBRD2020SM. If you have any questions with respect to accessing this list, please contact Liberty Broadband Investor Relations at (844) 826-8735. For additional information regarding the Liberty Broadband special meeting, please see “The Liberty Broadband Special Meeting” of the accompanying joint proxy statement/prospectus.

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        The Liberty Broadband board of directors, acting on the unanimous recommendation of a special committee thereof, consisting solely of independent and disinterested directors of Liberty Broadband (the “Liberty Broadband special committee”), has unanimously determined that the merger agreement and the other transaction documents, and the transactions contemplated thereby (including the transactions contemplated by the voting agreements and the exchange agreement), are advisable and fair to, and in the best interests of, Liberty Broadband and its stockholders (other than GCI Liberty, the Malone Group, the Maffei Group, each of their respective Affiliates and the Parent Section 16 Officers) and unanimously recommends that Liberty Broadband stockholders vote “FOR” the Liberty Broadband merger proposal, “FOR” the share issuance proposal and “FOR” the Liberty Broadband adjournment proposal. The Liberty Broadband board of directors and the Liberty Broadband special committee made their determinations after consultation with legal and financial advisors and consideration of a number of factors. Pursuant to a voting agreement entered into by Mr. Malone and certain members of the Malone Group, Liberty Broadband and GCI Liberty, Mr. Malone and those certain members of the Malone Group have committed to vote all of their shares of Liberty Broadband common stock, representing approximately 48.3% of the aggregate voting power of the issued and outstanding shares of Liberty Broadband common stock as of September 30, 2020, in favor of the share issuance proposal and the Liberty Broadband adjournment proposal.

        You may cast your vote electronically during the Liberty Broadband special meeting via the Internet or by proxy prior to the meeting via the Internet, by telephone, or by mail. If you send the proxy by mail, there may be unexpected delays in mail processing times as a result of the COVID-19 pandemic. You should allow a sufficient number of days to ensure delivery.

        YOUR VOTE IS IMPORTANT.    Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the Liberty Broadband special meeting.

		By order of the Board of Directors,
		Michael E. Hurelbrink
		Assistant Vice President and Secretary

Englewood, Colorado
October 30, 2020

WHETHER OR NOT YOU INTEND TO BE PRESENT VIA THE INTERNET AT THE LIBERTY BROADBAND SPECIAL MEETING, PLEASE VOTE PROMPTLY ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD.

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GCI LIBERTY, INC.
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5900

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
to be Held on December 15, 2020

        NOTICE IS HEREBY GIVEN of the special meeting of stockholders of GCI Liberty, Inc. (“GCI Liberty”), to be held at 10:30 a.m., Mountain time, on December 15, 2020 (the “GCI Liberty special meeting”). Due to concerns about the COVID-19 pandemic, the special meeting will be held via the Internet and will be a completely virtual meeting of stockholders. GCI Liberty stockholders may attend the meeting, submit questions, access the stockholders list and vote their shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/GCIL2020SM. To enter the GCI Liberty special meeting, GCI Liberty stockholders will need the 16-digit control number that is printed in the box marked by the arrow on their proxy cards. GCI Liberty recommends that GCI Liberty stockholders log in at least fifteen minutes before the meeting to ensure that they are logged in when the meeting starts. Online check-in will start shortly before the meeting on December 15, 2020. At the GCI Liberty special meeting, you will be asked to consider and vote on the following proposals:

1.

a proposal to approve the adoption of the Agreement and Plan of Merger, dated August 6, 2020 (as may be amended from time to time, the “merger agreement”), by and among Liberty Broadband Corporation (“Liberty Broadband”), GCI Liberty, Grizzly Merger Sub 1, LLC, a wholly owned subsidiary of Liberty Broadband, and Grizzly Merger Sub 2, Inc., a wholly owned subsidiary of Grizzly Merger Sub 1, LLC, pursuant to which Grizzly Merger Sub 2, Inc. will merge with and into GCI Liberty, with GCI Liberty surviving this merger and becoming an indirect wholly owned subsidiary of Liberty Broadband. Immediately following the merger of GCI Liberty and Grizzly Merger Sub 2, Inc., GCI Liberty, as the surviving corporation of that prior merger, will merge with and into Grizzly Merger Sub 1, LLC (together with the prior merger of GCI Liberty and Grizzly Merger Sub 2, Inc., the “combination”), with Grizzly Merger Sub 1, LLC surviving this subsequent merger as a wholly owned subsidiary of Liberty Broadband (the “GCI Liberty merger proposal”); and



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a proposal to approve the adjournment of the GCI Liberty special meeting from time to time to solicit additional proxies in favor of the GCI Liberty merger proposal if there are insufficient votes at the time of such adjournment to approve the GCI Liberty merger proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate (the “GCI Liberty adjournment proposal”).

        GCI Liberty will transact no other business at the GCI Liberty special meeting, except such business as may properly be brought before the GCI Liberty special meeting or any adjournments or postponements thereof by or at the direction of the GCI Liberty board of directors in accordance with GCI Liberty's amended and restated bylaws. The accompanying joint proxy statement/prospectus describes the proposals listed above in more detail. Please refer to the joint proxy statement/prospectus, including the merger agreement and all other annexes and any documents incorporated by reference,

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for further information with respect to the business to be transacted at the GCI Liberty special meeting. You are encouraged to read the entire document carefully before voting. In particular, please see “Special Factors—The Merger Agreement” for a description of the transactions contemplated by the merger agreement, and “Risk Factors” beginning on page 167 for an explanation of the risks associated with the combination and the other transactions contemplated by the merger agreement.

        Completion of the combination is conditioned on GCI Liberty stockholders approving the GCI Liberty merger proposal. The completion of the combination is not conditioned on the approval of the GCI Liberty adjournment proposal.

        Approval of the GCI Liberty merger proposal requires both (i) the affirmative vote of the holders of a majority of the aggregate voting power of the shares of GCI Liberty capital stock outstanding and entitled to vote on the proposal at the GCI Liberty special meeting, voting together as a single class, and (ii) the affirmative vote of the holders of a majority of the aggregate voting power of the shares of GCI Liberty capital stock outstanding and entitled to vote on the proposal at the GCI Liberty special meeting, voting together as a single class, excluding all outstanding shares beneficially owned, directly or indirectly, by Liberty Broadband and its subsidiaries, Mr. John C. Malone, the Chairman of the Board of Liberty Broadband and GCI Liberty, and certain affiliated persons of Mr. Malone (collectively, the “Malone Group”), Mr. Gregory B. Maffei, a director and the President and Chief Executive Officer of Liberty Broadband and GCI Liberty, and certain affiliated persons of Mr. Maffei (collectively, the “Maffei Group”), each of the Affiliates (as defined in the merger agreement) of the Malone Group or the Maffei Group, the directors of Liberty Broadband and GCI Liberty, the Parent Section 16 Officers (as defined in the merger agreement), the Company Section 16 Officers (as defined in the merger agreement) or immediate family members of any of the foregoing. The GCI Liberty adjournment proposal requires the affirmative vote of the holders of a majority of the aggregate voting power of the shares of GCI Liberty capital stock that are present in person via the Internet or represented by proxy at the GCI Liberty special meeting and entitled to vote on the proposal, voting together as a single class.

        Holders of record of GCI Liberty Series A common stock, par value $0.01 per share, GCI Liberty Series B common stock, par value $0.01 per share, and GCI Liberty Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, outstanding as of 5:00 p.m., New York City time, on October 20, 2020, the record date for the GCI Liberty special meeting, will be entitled to notice of the GCI Liberty special meeting and to vote at the GCI Liberty special meeting or any adjournment or postponement thereof. These holders will vote together as a single class on each proposal. A complete list of GCI Liberty stockholders entitled to vote at the GCI Liberty special meeting will be available for examination by any GCI Liberty stockholder in the Investor Relations department at GCI Liberty's corporate office at 12300 Liberty Boulevard, Englewood, Colorado 80112, for purposes pertaining to the GCI Liberty special meeting, during ordinary business hours, for a period of ten days before the GCI Liberty special meeting, and can be accessed during the full duration of the meeting by visiting www.virtualshareholdermeeting.com/GCIL2020SM. If you have any questions with respect to accessing this list, please contact GCI Liberty Investor Relations at (833) 618-8602. For additional information regarding the GCI Liberty special meeting, please see “The GCI Liberty Special Meeting” of the accompanying joint proxy statement/prospectus.

        The GCI Liberty board of directors, acting on the unanimous recommendation of a special committee thereof, consisting solely of independent and disinterested directors (the “GCI Liberty special committee”), has unanimously determined that the merger agreement and the other transaction documents, and the transactions contemplated thereby (including the transactions contemplated by the voting agreements and the exchange agreement), are advisable and fair to, and in the best interests of, GCI Liberty and its stockholders (other than the Malone Group, the Maffei Group, each of their respective Affiliates and the Company Section 16 Officers) and unanimously recommends that GCI Liberty stockholders vote “FOR” the GCI Liberty merger proposal and “FOR” the GCI Liberty adjournment proposal. The GCI Liberty board of directors and the GCI Liberty special committee made their determinations after consultation with legal and financial advisors and consideration of a number of factors. Pursuant to a voting agreement entered into by Mr. Malone and certain members of

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the Malone Group, Liberty Broadband and GCI Liberty, Mr. Malone and those certain members of the Malone Group have committed to vote all of their shares of GCI Liberty capital stock, representing approximately 27.0% of the aggregate voting power of the issued and outstanding shares of GCI Liberty capital stock as of September 30, 2020, in favor of the GCI Liberty merger proposal and the GCI Liberty adjournment proposal.

        You may cast your vote electronically at the GCI Liberty special meeting via the Internet or by proxy prior to the meeting via the Internet, by telephone, or by mail. If you send the proxy by mail, there may be unexpected delays in mail processing times as a result of the COVID-19 pandemic. You should allow a sufficient number of days to ensure delivery.

        YOUR VOTE IS IMPORTANT.    Voting promptly, regardless of the number of shares you own, will aid us in reducing the expense of any further proxy solicitation in connection with the GCI Liberty special meeting.

		By order of the Board of Directors,
		Katherine C. Jewell
		Assistant Vice President and Secretary

Englewood, Colorado
October 30, 2020

        WHETHER OR NOT YOU INTEND TO BE PRESENT VIA THE INTERNET AT THE GCI LIBERTY SPECIAL MEETING, PLEASE VOTE PROMPTLY ELECTRONICALLY VIA THE INTERNET OR BY TELEPHONE. ALTERNATIVELY, PLEASE COMPLETE, SIGN AND RETURN BY MAIL THE ENCLOSED PAPER PROXY CARD.

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ADDITIONAL INFORMATION

        This joint proxy statement/prospectus incorporates important business and financial information from other documents that are not included in or delivered with this joint proxy statement/prospectus. For a listing of the documents incorporated by reference into this joint proxy statement/prospectus, see “Where You Can Find More Information.” This information is available to you without charge upon your written or oral request. You can obtain those documents incorporated by reference in this joint proxy statement/prospectus or other information about the companies that is filed with the Securities and Exchange Commission (the “SEC”) by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

        If you would like to request any documents, please do so at least five business days before the applicable special meeting, in order to receive them before the meeting(s).

        You may also obtain any of the documents incorporated by reference into this joint proxy statement/prospectus without charge through the SEC's website at www.sec.gov. In addition, you may obtain copies of documents filed by Liberty Broadband with the SEC on Liberty Broadband's Internet website at www.libertybroadband.com under the tab “Investor Relations” and then under the heading “Financial Information.” You may also obtain copies of documents filed by GCI Liberty with the SEC on GCI Liberty's Internet website at www.gciliberty.com under the tab “Investor Relations” and then under the heading “Financial Information.”

        We are not incorporating the contents of the websites of the SEC, Liberty Broadband, GCI Liberty, or any other entity into this joint proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this joint proxy statement/prospectus at these websites only for your convenience.

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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

        This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Liberty Broadband (File No. 333-248854), constitutes a prospectus of Liberty Broadband under the Securities Act of 1933, as amended, with respect to the shares of Liberty Broadband Series C common stock, Liberty Broadband Series B common stock and Liberty Broadband Preferred Stock issuable to holders of GCI Liberty capital stock in connection with the combination. This joint proxy statement/prospectus also constitutes a joint proxy statement for both Liberty Broadband and GCI Liberty under the Securities Exchange Act of 1934, as amended. This joint proxy statement/prospectus also constitutes a notice of meeting with respect to the Liberty Broadband special meeting and a notice of meeting with respect to the GCI Liberty special meeting, at which Liberty Broadband stockholders and GCI Liberty stockholders, respectively, will be asked to consider and vote upon the proposal to approve the adoption of the merger agreement and certain other proposals.

        You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated October 30, 2020, and you should assume that the information contained in this joint proxy statement/prospectus is accurate only as of such date. You should also assume that the information incorporated by reference into this joint proxy statement/prospectus is only accurate as of the date of such information. Neither the mailing of this joint proxy statement/prospectus to Liberty Broadband stockholders or GCI Liberty stockholders nor the issuance of shares of Liberty Broadband Series C common stock, Liberty Broadband Series B common stock or Liberty Broadband Preferred Stock will create any implication to the contrary.

        This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this joint proxy statement/prospectus regarding Liberty Broadband has been provided by Liberty Broadband and information contained in this joint proxy statement/prospectus regarding GCI Liberty has been provided by GCI Liberty.

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SPECIAL FACTORS

Background of the Combination

        The following chronology summarizes the key meetings and other events between the representatives of GCI Liberty and Liberty Broadband that led to the signing of the merger agreement and the other transaction documents. This summary does not catalogue every conversation among the boards of directors, special committees or the representatives of each company and other parties. All meetings described herein were held electronically.

        In the ordinary course of business, each of GCI Liberty's and Liberty Broadband's respective board of directors, senior management team and advisors regularly review near- and long-term strategy, performance, positioning and operating prospects with a view toward enhancing stockholder value. These reviews have included, from time to time, evaluations of potential alternatives for achieving long-term strategic goals. As part of these reviews, over the past few years, the GCI Liberty Board and GCI Liberty's senior management have engaged in discussions regarding the recent trends in the cable industry, including consolidation, and the effect of continuing consolidation on GCI Liberty's Alaska business.

        In mid-March 2020, Liberty Broadband's senior management prepared its preliminary internal analysis of a potential combination with GCI Liberty as part of its ongoing evaluation of Liberty Broadband's long-term strategic plan, which they hoped would, among other things, be accretive to Liberty Broadband's net asset value per share, strengthen trading liquidity in Liberty Broadband Series C common stock, expand Liberty Broadband's portfolio and its cash flows and simplify Liberty Broadband's equity capital structure. On March 26, 2020, after discussions with Liberty Broadband's senior management, the Liberty Broadband Board determined that it would establish the Liberty Broadband special committee consisting solely of independent and disinterested members of the Liberty Broadband Board to (i) determine whether to pursue a potential combination with GCI Liberty or any alternative thereto, including, if appropriate, recommending in favor of or against any such combination or any alternative thereto, and (ii) consider, review, negotiate, and evaluate a potential combination with GCI Liberty or any alternative thereto. At its March 26, 2020 meeting, the Liberty Broadband Board established the Liberty Broadband special committee. Julie D. Frist and John E. Welsh III were appointed to serve as members of the Liberty Broadband special committee. The Liberty Broadband Board determined that no member of the Liberty Broadband special committee had any material conflicts or relationships that would prevent him or her from acting in a disinterested and independent manner and in the best interests of the stockholders of Liberty Broadband. The Liberty Broadband Board delegated to the Liberty Broadband special committee exclusive authority to, among other things, (i) determine whether to pursue a potential combination with GCI Liberty or any alternative thereto, (ii) consider, evaluate, review, communicate and negotiate the terms and conditions of a potential combination with GCI Liberty or any alternative thereto, and, ultimately, (iii) determine whether to recommend to the Liberty Broadband Board the consummation of any such transaction. In addition, the Liberty Broadband Board resolved not to approve a potential combination with GCI Liberty or any alternative thereto without a prior favorable recommendation of the Liberty Broadband special committee.

        In early April 2020, after considering other potential advisors, the Liberty Broadband special committee engaged Perella Weinberg Partners as its financial advisor and Debevoise as its legal advisor due to their extensive industry experience and special committee experience. The Liberty Broadband special committee also reviewed the independence of these advisors, including their conflict of interest checks, and determined that both Perella Weinberg Partners and Debevoise were independent from Liberty Broadband, GCI Liberty and Mr. Malone for purposes of advising the Liberty Broadband special committee.

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        On April 3, 2020, the Liberty Broadband special committee held a telephonic meeting with Debevoise to discuss preliminary considerations and appropriate transaction process in connection with evaluating a potential combination with GCI Liberty if the special committee determined to pursue such a combination.

        On April 10, 2020, the Liberty Broadband special committee and Debevoise held a telephonic meeting during which they discussed the roles of the Liberty Broadband special committee, the Liberty Broadband Board and their respective advisors in connection with a potential combination with GCI Liberty. Debevoise presented to the Liberty Broadband special committee an overview of the fiduciary duties and additional considerations involved in interested party transactions that likely would apply in connection with the exploration of a potential combination with GCI Liberty. In addition, the Liberty Broadband special committee and Debevoise discussed certain key transaction considerations, including whether a potential combination ought to be (i) negotiated by, and subject to the approval of, special committees of independent and disinterested directors of each company and (ii) subject to a non-waivable condition that such potential combination is approved by the holders of a majority of the voting power of the outstanding shares of each company not held by Mr. Malone or any other interested parties (the conditions set forth in (i) and (ii), the “procedural conditions”). Following this discussion, the Liberty Broadband special committee determined that any potential transaction with GCI Liberty would need to be conditioned on the procedural conditions and that Debevoise should contact Mr. Malone's attorney to confirm Mr. Malone's agreement to those conditions.

        On April 12, 2020, Debevoise spoke with Sherman & Howard, LLC (“Sherman & Howard”), legal advisors to Mr. Malone. Debevoise informed Sherman & Howard that Liberty Broadband was considering a potential combination with GCI Liberty. Although Liberty Broadband had not yet determined to move forward with a transaction and had not yet approached GCI Liberty, Debevoise communicated the Liberty Broadband special committee's position that if a potential combination were pursued by Liberty Broadband, it would need to be subject to the procedural conditions. Following this phone call, on April 14, 2020, Debevoise sent an email to Sherman & Howard memorializing the Liberty Broadband special committee's position with regard to the procedural conditions.

        On April 15, 2020, Sherman & Howard, on behalf of Mr. Malone, confirmed Mr. Malone's agreement that, if any potential combination between GCI Liberty and Liberty Broadband were pursued, such potential combination would need to be subject to the procedural conditions.

        On April 17, 2020, the Liberty Broadband special committee held a meeting at which Perella Weinberg Partners and Debevoise were present. At this meeting, the committee received a presentation by Perella Weinberg Partners of its preliminary financial analysis of GCI Liberty based on publicly available materials. The Liberty Broadband special committee, Debevoise and Perella Weinberg Partners then discussed next steps with respect to formulating a proposal for the potential combination with GCI Liberty. The Liberty Broadband special committee instructed Debevoise to draft a letter to the GCI Liberty Board informing it that the Liberty Broadband special committee has been formed to explore a potential combination with GCI Liberty and that any potential combination would need to be subject to the procedural conditions.

        On April 20, 2020, Debevoise delivered on behalf of the Liberty Broadband special committee to the GCI Liberty Board a letter indicating that the Liberty Broadband special committee was evaluating a potential combination of the two companies. The letter stated that any such transaction must be subject to the procedural conditions and requested that the Liberty Broadband special committee and its advisors be granted access to confidential information of GCI Liberty pursuant to a customary non-disclosure agreement.

        On April 22, 2020, the GCI Liberty Board held a meeting to review the letter received from the Liberty Broadband special committee, at which time the GCI Liberty Board established the GCI Liberty special committee and appointed Sue Ann Hamilton and Gregg Engles to serve as members.

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The GCI Liberty Board determined that neither member of the GCI Liberty special committee had any material conflicts or relationships that would prevent him or her from acting in a disinterested and independent manner and the best interests of the stockholders of GCI Liberty. The GCI Liberty special committee was established to evaluate and consider a potential combination with Liberty Broadband or any alternative thereto and, ultimately, to make a recommendation to the GCI Liberty Board regarding any such transaction. The GCI Liberty Board delegated to the GCI Liberty special committee the authority to, among other things, (i) determine whether to pursue a potential combination with Liberty Broadband or any alternative thereto, (ii) consider, evaluate, review, communicate and negotiate the terms and conditions of a potential combination with Liberty Broadband or any alternative thereto and, ultimately, (iii) determine whether to recommend to the GCI Liberty Board the consummation of any such transaction. In addition, the GCI Liberty Board resolved not to approve a potential combination with Liberty Broadband or any alternative thereto without a prior favorable recommendation of the GCI Liberty special committee.

        On April 23, 2020, the Liberty Broadband special committee met with Perella Weinberg Partners and Debevoise. Perella Weinberg Partners presented to the Liberty Broadband special committee its preliminary analysis of a stock-for-stock merger structure and a potential exchange ratio for the merger consideration in a potential combination of Liberty Broadband and GCI Liberty.

        After meeting other potential independent counsel, the GCI Liberty special committee selected Morris, Nichols, Arsht & Tunnell LLP (“Morris Nichols”) as independent Delaware counsel and Steptoe & Johnson LLP (“Steptoe”) as independent tax counsel to represent the GCI Liberty special committee in any transaction with Liberty Broadband. The GCI Liberty special committee's selection of Morris Nichols and Steptoe was based on, among other things, the advisors' relevant experience (including, in the case of Morris Nichols, its prior representation of a special committee of GCI Liberty's predecessor). The GCI Liberty special committee also discussed the independence of these advisors, including their conflict of interest checks, and determined that each of Morris Nichols and Steptoe were independent from GCI Liberty, Liberty Broadband and Mr. Malone for purposes of advising the GCI Liberty special committee.

        On May 1, 2020, the GCI Liberty special committee met with Morris Nichols. During this meeting, Morris Nichols reviewed with the GCI Liberty special committee its fiduciary duties under Delaware law in considering a potential business combination between GCI Liberty and Liberty Broadband and alternatives thereto, standards under Delaware law concerning independence of directors and their advisors, the scope of authority of the GCI Liberty special committee, and the terms of the April 20, 2020 letter from the Liberty Broadband special committee. At this meeting, the GCI Liberty special committee directed Morris Nichols to draft a letter to the Liberty Broadband special committee confirming, on behalf of GCI Liberty, that any combination with Liberty Broadband would be subject to the procedural conditions, and determined not to grant the Liberty Broadband special committee access to confidential information of GCI Liberty until the GCI Liberty special committee had engaged a financial advisor, obtained certain preliminary advice from such financial advisor and established parameters for management of GCI Liberty to follow in providing the requested confidential information. Also at this meeting, the GCI Liberty special committee, after having met another potential financial advisor, determined provisionally, and subject to receipt of additional information regarding its independence, to engage Evercore. The GCI Liberty special committee selected Evercore as its financial advisor based on, among other things, Evercore's prior experience advising special committees.

        Also on May 1, 2020, Morris Nichols, Steptoe, GCI Liberty's internal counsel and GCI Liberty's regular outside counsel, Baker Botts L.L.P. (“Baker Botts”), met to discuss the April 20, 2020 letter from the Liberty Broadband special committee and a potential transaction with Liberty Broadband.

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        On May 4, 2020, Morris Nichols spoke with Sherman & Howard, who confirmed Mr. Malone's agreement that, if any potential combination between GCI Liberty and Liberty Broadband were pursued, such potential combination would be subject to the procedural conditions and confirmed the same in an email to Morris Nichols. Later that day, Morris Nichols delivered to Debevoise a letter from the GCI Liberty special committee stating that GCI Liberty had formed the GCI Liberty special committee to consider and evaluate any potential combination of GCI Liberty and Liberty Broadband, confirming that any such transaction would be subject to the procedural conditions, and informing the Liberty Broadband special committee that the GCI Liberty special committee would respond to the request for confidential due diligence information in due course.

        The GCI Liberty special committee met with Morris Nichols twice later that month and the Liberty Broadband special committee met with Debevoise on June 2, 2020 and, at their respective meetings, both special committees considered the request of Baker Botts for certain waivers addressing its representation of GCI Liberty in connection with the potential combination of GCI Liberty and Liberty Broadband (other than matters relating to the GCI Liberty Split-off); its representation of Qurate Retail and Liberty Media in connection with matters related to the GCI Liberty Split-off that may arise in connection with the potential combination as well as other matters unrelated to the potential combination; and its representation of Liberty Broadband in matters unrelated to the potential combination or the GCI Liberty Split-off. After consideration with independent counsel, each of the GCI Liberty special committee and the Liberty Broadband special committee approved the requested waivers with each concluding that, among other things, Baker Botts had extensive knowledge of GCI Liberty's business, to replace that knowledge with another law firm would be an ineffective use of resources and each special committee had the benefit of independent counsel already engaged. Following such approvals, each of Liberty Broadband and GCI Liberty executed such waivers.

        On May 6, 2020, Debevoise, Morris Nichols, Baker Botts and Steptoe participated in an introductory call to discuss preliminary considerations in connection with the potential combination and the due diligence process.

        On May 8, 2020, the GCI Liberty special committee met with Morris Nichols and Steptoe. At this meeting, Morris Nichols reported to the GCI Liberty special committee the results of discussions between Morris Nichols and each individual member of the GCI Liberty special committee and a director questionnaire regarding each such member's independence, and each member of the GCI Liberty special committee determined that the other member of the GCI Liberty special committee did not have any material conflicts or relationships that would prevent him or her from acting in a disinterested and independent manner and in the best interests of the stockholders of GCI Liberty other than Mr. Malone and members of management of GCI Liberty and its subsidiaries. The GCI Liberty special committee considered Evercore's conflict of interest disclosure letter and determined that Evercore was independent from GCI Liberty, Liberty Broadband and Mr. Malone for purposes of advising the GCI Liberty special committee. Steptoe reviewed with the GCI Liberty special committee potential tax considerations relevant to a potential combination between GCI Liberty and Liberty Broadband. Also at this meeting, nondisclosure arrangements and the due diligence process were discussed, including a process that would take into account the overlap in the management teams of the corporations whereby (i) the sharing of confidential information regarding GCI Liberty or Liberty Broadband with the special committee of the other corporation must be effected under the direction of, and in coordination with, the special committee of the corporation whose confidential information is being disclosed and (ii) no information regarding the confidential deliberations of the special committee of either corporation may be shared with the other special committee without the prior consent of the relevant special committee.

        On May 12, 2020, a meeting of the GCI Liberty special committee was held. Following a review by Morris Nichols of fiduciary duties under Delaware law in considering a potential business combination between GCI Liberty and Liberty Broadband and alternatives thereto and related matters, the GCI

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Liberty special committee and its advisors discussed the rationale for a combination with Liberty Broadband, including, among other things, that such a combination would result in a simplified corporate structure, less overhead expense for the resulting entity, the elimination of corporate-level tax on the increase in value of the shares of Liberty Broadband Series C common stock held by GCI Liberty and greater liquidity for GCI Liberty stockholders. Evercore also discussed with the GCI Liberty special committee its views as to certain potential alternative transactions that might be available to GCI Liberty, including a potential transaction with a strategic acquirer or other third party, and a potential sale of GCI Liberty's operating business in Alaska. Following discussion, including as to the likelihood of any other parties being interested in pursuing a transaction with GCI Liberty, the risks of reaching out to other parties before signing a definitive agreement with Liberty Broadband, and the ability of other parties to make a competing offer post-signing, the GCI Liberty special committee provisionally determined to pursue a combination solely with Liberty Broadband, directed Morris Nichols to negotiate a non-disclosure agreement with the Liberty Broadband special committee and directed its advisors to begin the due diligence process. Later that day, Morris Nichols delivered an initial draft of the mutual non-disclosure agreement to Debevoise.

        During the next week, Debevoise, Morris Nichols and Baker Botts exchanged and had several calls to negotiate the non-disclosure agreement. On May 18, 2020, GCI Liberty and Liberty Broadband entered into a mutual non-disclosure agreement, which included provisions defining the process for sharing information that would take into account the overlap in the corporations' management teams. Management of GCI Liberty and Liberty Broadband were kept apprised as to the progress of negotiations, but, pursuant to this mutual non-disclosure agreement, were not permitted to share information regarding the confidential deliberations of either special committee with the other special committee or the other special committee's advisors.

        On May 19, 2020, the Liberty Broadband special committee met with Perella Weinberg Partners and discussed Perella Weinberg Partners's initial contact with Evercore, which was focused on the due diligence process, and the transaction timeline, including timing for formulating an initial proposal for a potential combination.

        Over the next few weeks, the parties exchanged due diligence request lists and conducted due diligence on each other. During this period, certain members of GCI Liberty and Liberty Broadband management and their special committees' advisors participated in conference calls relating to a potential combination and various aspects of their and their subsidiaries' businesses.

        On May 22, 2020, the GCI Liberty special committee met with Evercore, Morris Nichols and Steptoe. At this meeting, the GCI Liberty special committee continued its discussion of the potential combination and alternatives thereto and reconfirmed its decision to pursue, at that time, a potential combination solely with Liberty Broadband. The participants also discussed the status of due diligence, including the scope of information to be provided to and to be received from Liberty Broadband and certain tax considerations relevant to a transaction between GCI Liberty and Liberty Broadband.

        On June 1, 2020, the Liberty Broadband special committee met with Perella Weinberg Partners and Debevoise. Perella Weinberg Partners provided a due diligence update, and Debevoise reviewed with the Liberty Broadband special committee key questions for an initial draft merger agreement.

        On June 7, 2020, the Liberty Broadband special committee met with Debevoise and Perella Weinberg Partners to discuss a potential initial proposal. Perella Weinberg Partners reviewed with the Liberty Broadband special committee strategic rationales for Liberty Broadband to enter into a potential transaction with GCI Liberty, including a simplified capital structure, higher trading liquidity with respect to the Liberty Broadband Series C common stock and potential accretion to Liberty Broadband's net asset value per share relative to the alternative of not doing a transaction. Perella Weinberg Partners then described to the Liberty Broadband special committee possible exchange ratios of GCI Liberty common stock for Liberty Broadband Series C common stock in connection with the

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proposed transaction and various factors to consider in making a proposal. Following this discussion, the Liberty Broadband special committee determined to reconvene with its advisors on June 9 to determine the exchange ratio for the initial proposal.

        On June 8, 2020, the GCI Liberty special committee met with Morris Nichols, Steptoe and Evercore and discussed due diligence updates, including that the business and financial diligence was substantially complete and that legal diligence was ongoing. During this meeting, Evercore and Morris Nichols discussed with the GCI Liberty special committee potential methods for valuing the stock of Charter and LendingTree owned by GCI Liberty. Steptoe also discussed methods of addressing certain tax considerations relevant to the potential transaction.

        On June 9, 2020, the Liberty Broadband special committee met with Debevoise and Perella Weinberg Partners to determine an exchange ratio for the initial proposal. Perella Weinberg Partners updated the Liberty Broadband special committee on the latest valuations of GCI Liberty based on closing market prices that day and reviewed with the Liberty Broadband special committee Perella Weinberg Partners' analysis of the potential accretion of Liberty Broadband's net asset value per share and EBITDA per share at exchange ratios ranging from 0.552 to 0.585. Following these discussions, the Liberty Broadband special committee determined to offer 0.557 shares of Liberty Broadband Series C common stock for each share of GCI Liberty Series A and Series B common stock and instructed Perella Weinberg Partners to communicate that offer to Evercore the following day.

        On the morning of June 10, 2020, Perella Weinberg Partners communicated to Evercore the Liberty Broadband special committee's proposal and discussed certain components that impacted the proposal. Perella Weinberg Partners noted that the proposal implied a price of $73.94 per share of GCI Liberty Series A common stock and GCI Liberty Series B common stock (based on the closing price of the Liberty Broadband Series C common stock on June 9, 2020 of $132.64). The proposal also provided that each share of GCI Liberty Preferred Stock be converted into the right to receive one share of a similar security of preferred stock to be issued by Liberty Broadband. After that call, the Liberty Broadband special committee met with Perella Weinberg Partners and Debevoise to discuss Evercore's preliminary questions with respect to the proposal.

        On the evening of June 10, 2020, the GCI Liberty special committee met with Evercore, Morris Nichols and Steptoe. At that meeting, Evercore communicated the Liberty Broadband special committee's proposal, and noted that the proposed exchange ratio implied a premium of 3.9% to the holders of GCI Liberty Series A common stock (based on the closing price of the GCI Liberty Series A common stock on June 9, 2020) and a similar implied premium to the holders of GCI Liberty Series B common stock. Evercore discussed with the GCI Liberty special committee the background that Perella Weinberg Partners had provided concerning the valuation components the Liberty Broadband special committee considered in formulating the proposal, and reviewed how the proposal compared to the historical trading price for GCI Liberty Series A common stock and historical ratio between the trading price of GCI Liberty Series A common stock and Liberty Broadband Series C common stock, in each case since the GCI Liberty Split-off. The GCI Liberty special committee and its advisors determined to continue discussing the proposal at a meeting the following week.

        Subsequently, representatives of Perella Weinberg Partners and Evercore continued to discuss the initial proposal.

        On June 17, 2020, the Liberty Broadband special committee met with Debevoise and Perella Weinberg Partners to receive an update on discussions from Perella Weinberg Partners.

        Also on June 17, 2020, the GCI Liberty special committee met with Evercore, Morris Nichols and Steptoe to discuss the terms of the Liberty Broadband initial proposal. In connection therewith, Evercore reviewed with the GCI Liberty special committee Evercore's preliminary valuation analyses of GCI Liberty and Liberty Broadband as well as certain preliminary financial analyses with respect to the

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proposed combination. The GCI Liberty special committee and Evercore then discussed certain considerations with respect to the proposal, including the discount to the market value of the shares of Liberty Broadband Series C common stock held by GCI Liberty that was implied by the exchange ratio and the fact that the GCI Liberty stock price has historically reflected an implied discount to the market value of those shares and that it was proposed that holders of GCI Liberty Series A common stock receive shares of Liberty Broadband Series C common stock rather than shares of Liberty Broadband Series A common stock. During the discussion, Evercore reviewed with the GCI Liberty special committee various metrics regarding both the amount and form of consideration contained in the Liberty Broadband proposal with respect to the GCI Liberty Series A common stock and GCI Liberty Series B common stock, and noted, among other things, that, although the Liberty Broadband Series C common stock is non-voting and the Liberty Broadband Series A common stock is voting, the Liberty Broadband Series C common stock has historically traded at a higher value and is more liquid. The participants then discussed whether the GCI Liberty special committee should make a counterproposal and, if so, what counterproposal to make. Following such discussion, the GCI Liberty special committee determined to make a counterproposal at an exchange ratio for GCI Liberty Series A common stock and GCI Liberty Series B common stock of 0.588 based on the closing prices as of June 9, 2020 (the day prior to the receipt of Liberty Broadband's proposal). The GCI Liberty special committee instructed Evercore to update the exchange ratio to reflect the respective closing prices on June 18, 2020, the day prior to the date when the counterproposal was to be made and to communicate such exchange ratio without addressing, at that point, the form of consideration. Also at this meeting, there was discussion of the possibility that certain GCI Liberty stockholders may desire a premium for their stock or equity awards convertible into Liberty Broadband Series B common stock.

        On June 19, 2020, Evercore communicated to Perella Weinberg Partners the GCI Liberty special committee's counterproposal, which provided that each share of GCI Liberty Series A common stock and GCI Liberty Series B common stock be converted into the right to receive 0.585 shares of Liberty Broadband common stock. (The 0.585 fixed exchange ratio adjusted the 0.588 fixed exchange ratio previously discussed by the GCI Liberty special committee to reflect the respective closing prices on June 18, 2020.) Evercore also stated that the GCI Liberty special committee had not decided whether to accept Liberty Broadband Series C common stock as consideration in a potential combination.

        Later that day, the Liberty Broadband special committee met with Debevoise and Perella Weinberg Partners to discuss the counterproposal. Members of the Liberty Broadband special committee emphasized the importance of using Liberty Broadband Series C common stock in the potential combination, among other reasons, because of the desire to avoid having the transaction result in a change of control of Liberty Broadband for certain contractual purposes.

        On June 22, 2020, the Liberty Broadband special committee met with Perella Weinberg Partners and Debevoise to discuss a response to the GCI Liberty special committee counterproposal. There was discussion of the possibility that certain GCI Liberty stockholders may desire to receive Liberty Broadband Series B common stock in exchange for GCI Liberty Series B common stock and equity awards. Following these discussions, the Liberty Broadband special committee authorized Perella Weinberg Partners to respond to Evercore with an exchange ratio of 0.575 shares of Liberty Broadband Series C common stock for each share of GCI Liberty Series A and Series B common stock, but contingent upon the GCI Liberty special committee's acceptance of Liberty Broadband Series C common stock as consideration for the GCI Liberty stockholders. The Liberty Broadband special committee also instructed Debevoise to send Morris Nichols an initial draft of the merger agreement. Following this call, Debevoise sent Morris Nichols an initial draft of the merger agreement.

        Later on June 22, 2020, Perella Weinberg Partners communicated to Evercore the Liberty Broadband special committee's counterproposal of 0.575.

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        On June 23, 2020, the GCI Liberty special committee met with Evercore, Morris Nichols and Steptoe to discuss the Liberty Broadband special committee's counterproposal, including both the amount and form of consideration offered for the GCI Liberty Series A common stock and GCI Liberty Series B common stock. During the meeting, Evercore reviewed with the GCI Liberty special committee Evercore's preliminary valuation analyses of GCI Liberty and Liberty Broadband, including the value of the Liberty Broadband Series C common stock owned by GCI Liberty that was implied by the proposed exchange ratio (at various valuations for GCI's Alaska business) and the impact of various potential exchange ratios on the implied discount to the market value of the Liberty Broadband shares. Evercore also reviewed with the GCI Liberty special committee the exchange ratios implied by the historical trading prices of the GCI Liberty Series A common stock and Liberty Broadband Series C common stock over certain periods (including with certain adjustments related to the LendingTree shares held by GCI Liberty) as well as the implied economic and voting ownership of the former GCI Liberty stockholders in the pro forma company (both if all holders of GCI Liberty common stock received consideration in the form of Liberty Broadband Series C common stock and if the holders of GCI Liberty Series A common stock received consideration in the form of Liberty Broadband Series A common stock and holders of GCI Liberty Series B common stock received consideration in the form of Liberty Broadband Series B common stock). The GCI Liberty special committee and Evercore then discussed the anticipated economic benefits (including the liquidity benefits) of stockholders receiving Liberty Broadband Series C common stock as consideration compared to the potential voting benefits in receiving Liberty Broadband Series A common stock or Liberty Broadband Series B common stock. In this regard, Evercore noted that the Liberty Broadband Series A common stock continued to trade at a discount to Liberty Broadband Series C common stock and stated its belief that the liquidity benefits to holders of the GCI Liberty Series A common stock in utilizing Liberty Broadband Series C common stock as consideration may outweigh the potential voting benefits in utilizing Liberty Broadband Series A common stock and Liberty Broadband Series B common stock as consideration. Evercore also noted that each of the Liberty Broadband special committee proposals contemplated the GCI Liberty Preferred Stock rolling over into a preferred security of Liberty Broadband having similar terms and that such a security of Liberty Broadband may be beneficial to GCI Liberty's preferred stockholders as the resulting entity would likely have a healthier scale, liquidity and credit profile, and a greater proportion of its value in highly liquid tradeable securities. During the discussion, Evercore also raised with the GCI Liberty special committee the existence of recent tax legislation that might be applicable in connection with a potential divestment of the LendingTree stock owned by GCI Liberty, and that, if applicable, could potentially be used to support a higher exchange ratio in negotiating any further counterproposal. Following such discussion, Morris Nichols reported to the GCI Liberty special committee that it had been informed that Mr. Malone (i) in his capacity as a stockholder of Liberty Broadband, had previously adopted a 10b5-1 trading program with respect to Liberty Broadband Series C common stock and (ii) in his capacity as a stockholder of GCI Liberty and Liberty Broadband, might, in the near future, depending on the progress and status of the negotiations, be required to make a customary Schedule 13D/A filing, and such filing may be required to include the potential range of exchange ratios or, if an agreement in principle were reached, an agreed exchange ratio. The GCI Liberty special committee and its advisors agreed to meet again the following day to discuss these issues.

        Also on June 23, 2020, the Liberty Broadband special committee met with Debevoise and Perella Weinberg Partners. At the meeting, Perella Weinberg Partners and Debevoise reported that they had been informed that Mr. Malone, in his capacity as a stockholder of Liberty Broadband, had previously adopted a 10b5-1 trading program with respect to Liberty Broadband Series C common stock, that selling was scheduled to commence under that program on July 1 and that, if any such sales were made, Mr. Malone would be required to make customary Form 4 filings with respect to such sales. Debevoise further reported to the Liberty Broadband special committee that Mr. Malone, in his capacity as a stockholder of GCI Liberty and Liberty Broadband, might, in the near future, depending

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on the progress and status of the negotiations, be required to make a customary Schedule 13D/A filing, and such filing may be required to include the potential range of exchange ratios or, if an agreement in principle were reached, an agreed exchange ratio.

        On June 24, 2020, the GCI Liberty special committee met with Morris Nichols and Evercore. The participants discussed that selling Liberty Broadband Series C common stock was scheduled to commence under Mr. Malone's previously adopted 10b5-1 program on July 1 and that, if any such sales were made, Mr. Malone would be required to make customary Form 4 filings with respect to such sales. The participants also discussed the possible effect of public disclosure of such sales under the 10b5-1 program and the possible effect of public disclosure of a potential range of exchange ratios on their negotiating position, and the GCI Liberty special committee instructed the participants to move forward with speed to conclude, if possible, negotiations on an exchange ratio and the form of consideration prior to any public disclosure regarding the ongoing negotiations. The GCI Liberty special committee then discussed potential factors that supported a higher exchange ratio, including the potential additional tax benefit that GCI Liberty could realize upon a potential divestment of the LendingTree stock owned by GCI Liberty, as well as the GCI Liberty special committee's continued desire to eliminate the implied discount to the market value of the Liberty Broadband Series C common stock owned by GCI Liberty that had historically been reflected in the GCI Liberty stock price and the GCI Liberty special committee's potential willingness to accept Liberty Broadband Series C common stock as consideration for the GCI Liberty Series A common stock and GCI Liberty Series B common stock. Following discussion, the GCI Liberty special committee directed Evercore to inform Perella Weinberg Partners that the GCI Liberty special committee continued to stand by its prior proposal of a 0.585 exchange ratio for the GCI Liberty Series A common stock and GCI Liberty Series B common stock.

        On June 24, 2020, Evercore communicated the proposed exchange ratio of 0.585 to Perella Weinberg Partners.

        On June 24, 2020 and June 25, 2020, Debevoise and Morris Nichols were separately informed that, because consummation of the potential transaction between GCI Liberty and Liberty Broadband will dilute Mr. Malone's Liberty Broadband voting power, Mr. Malone may request that, in any potential combination of Liberty Broadband and GCI Liberty, holders of GCI Liberty Series B common stock receive Liberty Broadband Series B common stock as consideration or that the GCI Liberty Series B common stock receive the same form of consideration as, but a higher exchange ratio than, that received by the GCI Liberty Series A common stock. In response to this information, on the evening of June 24, 2020, Debevoise spoke to Sherman & Howard and asked whether voting dilution from the proposed combination would be a concern to Mr. Malone and if Mr. Malone would consider agreeing to conditions on any future transactions at Liberty Broadband in exchange for receiving shares of Liberty Broadband Series B common stock in the potential combination if such form of consideration was deemed acceptable by the special committees. Sherman & Howard stated that Mr. Malone would not support the proposed transaction with GCI Liberty if Mr. Malone's voting power in Liberty Broadband would be diluted as a result (irrespective of the amount of dilution) and that Mr. Malone would not agree to the proposed conditions on any future transactions.

        On June 25, 2020, Debevoise met with Sherman & Howard to continue their discussions from the prior day. During those conversations, Sherman & Howard emphasized the importance to Mr. Malone of not having his voting power diluted as part of the transaction. The parties had preliminary discussions regarding structures under which Mr. Malone's voting power would not be diluted, but would also not be increased, as a result of the transaction, including the payment of a mix of shares of Liberty Broadband Series C common stock and shares of Liberty Broadband Series B common stock for each share of GCI Liberty Series B common stock and also discussed the ability of Mr. Malone to restore his voting power upon the occurrence of certain future dilutive events. Sherman & Howard also informed Debevoise that Mr. Malone may be willing to terminate his 10b5-1 trading program if an

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agreement in principle among all the parties was reached prior to the previously established commencement date for sales to begin under such plans. Morris Nichols was separately informed of the same.

        On June 26, 2020, the Liberty Broadband special committee, Perella Weinberg Partners and Debevoise met to discuss, among other things, the exchange ratio being sought by GCI Liberty and Debevoise's discussions with Sherman & Howard. The Liberty Broadband special committee instructed Perella Weinberg Partners to counter propose a fixed exchange ratio of 0.580 shares of Liberty Broadband Series C common stock for each share of GCI Liberty Series A common stock and GCI Liberty Series B common stock, which Perella Weinberg Partners conveyed to Evercore that afternoon. In light of what Debevoise had been told regarding Mr. Malone with respect to dilution of his voting power, the Liberty Broadband special committee discussed with its advisors the benefits and detriments of a structure pursuant to which shares of GCI Liberty Series B common stock would be exchanged for a combination of shares of Liberty Broadband Series B common stock and shares of Liberty Broadband Series C common stock at a ratio calculated to ensure that Mr. Malone would maintain his pre-combination voting power after the potential combination and certain subsequent dilutive events. The Liberty Broadband special committee also discussed whether any concessions might be extracted in exchange for Mr. Malone receiving voting shares in the potential combination, and noted the response that Debevoise had received when it explored that topic in the preceding days. The Liberty Broadband special committee also considered the effect of completing the negotiation expeditiously and prior to any sales commencing under Mr. Malone's 10b5-1 trading program.

        Later that afternoon, the GCI Liberty special committee met with Evercore, Morris Nichols and Steptoe and discussed, among other things, the advantages and disadvantages of proposals to receive different forms, versus different amounts, of consideration for the GCI Liberty Series A common stock and GCI Liberty Series B common stock, and considered the potential voting power of the GCI Liberty common stockholders in the resulting company if holders of GCI Liberty Series B common stock receive Liberty Broadband Series B common stock as consideration, and the potential that the holders of Liberty Broadband Series B common stock may have the ability to seek different consideration for their stock in a potential subsequent change in control transaction of Liberty Broadband. The GCI Liberty special committee also considered the effect of completing the negotiation expeditiously and prior to any sales commencing under Mr. Malone's 10b5-1 trading program. Following discussion, the GCI Liberty special committee determined to accept the Liberty Broadband counterproposal of an exchange ratio of 0.580 for each share of GCI Liberty Series A common stock and GCI Liberty Series B common stock, subject to agreement on the form of consideration and on definitive documentation, and directed Evercore and Morris Nichols to inform the Liberty Broadband special committee's advisors of this decision. Following this discussion, Baker Botts joined the meeting to provide a summary of the draft merger agreement.

        On the evening of June 26, 2020, the Liberty Broadband special committee met with Debevoise and Perella Weinberg Partners to receive an update from Perella Weinberg Partners that the GCI Liberty special committee agreed in principle to the 0.580 exchange ratio, subject to agreement on the form of consideration.

        Following the special committee meetings, Debevoise and Morris Nichols met to confirm the agreement in principle on the exchange ratio. Subsequent to such meeting the parties communicated with Sherman & Howard to secure Mr. Malone's agreement to support a potential combination between Liberty Broadband and GCI Liberty at the agreed upon exchange ratio. In response, Mr. Malone requested that Liberty Broadband issue shares of Liberty Broadband Series B common stock, rather than either shares of Liberty Broadband Series C common stock or a mix of shares of Liberty Broadband Series C common stock and shares of Liberty Broadband Series B common stock for each share of GCI Liberty Series B common stock, to holders of GCI Liberty Series B common stock at the agreed upon exchange ratio.

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        Later that evening and over the following two days, the parties discussed whether Mr. Malone would agree to support the proposed combination at the agreed upon exchange ratio and various structures, including the exchange of GCI Liberty Series B common stock for a mix of Liberty Broadband Series B common stock and Liberty Broadband Series C common stock that, together with certain arrangements, would result in Mr. Malone's voting power in the combined entity immediately following closing not exceeding 49%, which was (and remains at the date hereof) Mr. Malone's approximate voting power in Liberty Broadband. On June 28, 2020, Mr. Malone's representatives communicated that he would not accept a proposal in which the GCI Liberty Series B common stock were exchanged for a mix of shares of Liberty Broadband Series C common stock and shares of Liberty Broadband Series B common stock and reiterated Mr. Malone's desire for holders of GCI Liberty Series B common stock to receive Liberty Broadband Series B common stock at the agreed upon exchange ratio of 0.580 (which, in accordance with the existing terms of such options, also would result in options to acquire shares of GCI Liberty Series B common stock being converted into options to acquire Liberty Broadband Series B common stock), but that he would agree to an arrangement under which his aggregate voting power would not exceed approximately 49%. Debevoise and Morris Nichols discussed whether, if this proposal were not acceptable to the special committees, Mr. Malone would instead request that the holders of shares of GCI Liberty Series B common stock receive a greater number of shares of Liberty Broadband Series C common stock than the number of shares to be received pursuant to the fixed exchange ratio agreed in principle by the special committees.

        On June 28, 2020, the GCI Liberty special committee, Evercore and Morris Nichols met to discuss Mr. Malone's position. Following discussion, the GCI Liberty special committee instructed its advisors to inform the Liberty Broadband special committee that, as between a premium and issuance of Liberty Broadband Series B common stock for GCI Liberty Series B common stock, the GCI Liberty special committee preferred the latter approach.

        On June 28, 2020, the Liberty Broadband special committee, Perella Weinberg Partners and Debevoise also had several meetings to discuss Mr. Malone's position and the GCI Liberty special committee's preferences on the form of consideration versus a premium. During these meetings, Debevoise reported that Mr. Malone would be willing to enter into an arrangement with Liberty Broadband that would ensure his voting power in Liberty Broadband would not exceed approximately 49% as a result of the potential combination. The Liberty Broadband special committee discussed with its advisors whether to first ascertain whether Mr. Malone would agree to the potential combination with a form of consideration other than Liberty Broadband Series B common stock for GCI Liberty Series B common stock.

        In between the first meeting and the second meeting, Debevoise met with Morris Nichols. Both counsel discussed the type and amount of consideration for the GCI Liberty Series B common stock and agreed to request again that Mr. Malone accept, as consideration for GCI Liberty Series B common stock, a mix of Liberty Broadband Series C common stock and Liberty Broadband Series B common stock. The Liberty Broadband special committee then reconvened with Debevoise and Perella Weinberg Partners and continued to discuss the merits and detriments of a transaction in which holders of GCI Liberty Series B common stock received Liberty Broadband Series B common stock at the exchange ratio. The Liberty Broadband special committee instructed Debevoise to coordinate with Morris Nichols to negotiate with Sherman & Howard as to the form of consideration for GCI Liberty Series B common stock.

        Later that evening, Sherman & Howard, Debevoise and Morris Nichols had a series of discussions. Sherman & Howard reiterated that Mr. Malone would not support the potential combination unless the GCI Liberty Series B common stock were converted into the right to receive Liberty Broadband Series B common stock. However, Sherman & Howard communicated that Mr. Malone would agree to an arrangement in which he would waive his right to receive certain shares of Liberty Broadband Series B common stock at the closing of the combination and instead receive an equal number of

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shares of Liberty Broadband Series C common stock so that the aggregate voting power at Liberty Broadband beneficially owned by Mr. Malone immediately following the potential combination would be approximately 49%. Under this arrangement, following the occurrence of voting dilution events, Mr. Malone would have the right to exchange, on a one-for-one basis, shares of Liberty Broadband Series C common stock for the waived shares of Liberty Broadband Series B common stock in order to maintain such voting power. Mr. Malone also would have the right to exchange shares of Liberty Broadband Series C common stock for the waived shares of Liberty Broadband Series B common stock prior to a subsequent transaction in which Liberty Broadband Series B common stock is converted into the right to receive cash or other consideration.

        On the morning of June 29, 2020, the Liberty Broadband special committee, Perella Weinberg Partners and Debevoise met to discuss recent discussions with Sherman & Howard and to consider the exchange ratio and form of consideration for the potential combination. After discussion and considering Mr. Malone's unwillingness to support a transaction that did not provide for the GCI Liberty Series B common stock being exchanged entirely for Liberty Broadband Series B common stock and Mr. Malone's unwillingness to make any agreements with respect to future transactions, the Liberty Broadband special committee determined that it would agree to exchange Liberty Broadband Series B common stock in consideration for GCI Liberty Series B common stock at an exchange ratio of 0.580 so long as Mr. Malone would agree to receive shares of Liberty Broadband Series C common stock in exchange for any shares of GCI Liberty Series B common stock that would result in Mr. Malone's voting power of the combined entity immediately following the closing exceeding 49%.

        Also that morning, the GCI Liberty special committee met to consider the exchange ratio and form of consideration for the potential combination. Evercore indicated that, based on June 26, 2020 closing prices (the last trading day prior to June 29, 2020), the proposed exchange ratio of 0.580 shares of Liberty Broadband Series C common stock for each share of GCI Liberty Series A common stock and 0.580 shares of Liberty Broadband Series B common stock for each share of GCI Liberty Series B common stock represented an implied premium of 8.3% to the GCI Liberty Series A common stockholders and 8.8% to the GCI Liberty Series B common stockholders. Evercore also discussed with the GCI Liberty special committee the value of the Liberty Broadband shares held by GCI Liberty that was implied by the exchange ratio at various valuations for the Alaska business. The participants also discussed the implied ownership of GCI Liberty's stockholders in Liberty Broadband after the closing of the proposed combination, including their economic ownership and voting interest, Mr. Malone's unwillingness to support a transaction that did not provide for the GCI Liberty Series B common stock being exchanged entirely for Liberty Broadband Series B common stock and Mr. Malone's unwillingness to make any agreements with respect to future transactions, and the trading prices of each series of Liberty Broadband common stock. After discussion, the GCI Liberty special committee determined that it would agree to accept Liberty Broadband Series C common stock in consideration for GCI Liberty Series A common stock and Liberty Broadband Series B common stock in consideration for GCI Liberty Series B common stock at an exchange ratio of 0.580 so long as Mr. Malone would agree to receive shares of Liberty Broadband Series C common stock in exchange for any shares of GCI Liberty Series B common stock that would result in Mr. Malone's voting power of the combined entity immediately following the closing exceeding 49%. The GCI Liberty special committee's determination to accept Liberty Broadband Series C common stock in consideration for GCI Liberty Series A common stock was based on, among other things, (i) that the Liberty Broadband Series C common stock historically has traded at a higher price than the Liberty Broadband Series A common stock, and (ii) its beliefs that (a) the liquidity benefits to holders of the GCI Liberty Series A common stock in receiving Liberty Broadband Series C common stock as consideration may outweigh the potential voting benefits of receiving Liberty Broadband Series A common stock as consideration, although the GCI Liberty special committee did not ascribe a numerical value to the voting rights associated with Liberty Broadband Series A common stock, and (b) the Liberty Broadband special committee would not offer Liberty Broadband Series A common stock at the 0.580 exchange ratio, and

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that the willingness of the GCI Liberty special committee to accept Liberty Broadband Series C common stock in consideration for GCI Liberty Series A common stock resulted in a higher exchange ratio for the holders of GCI Liberty common stock.

        Following the conclusion of the Liberty Broadband special committee meeting and the GCI Liberty special committee meeting, Debevoise and Morris Nichols jointly called Sherman & Howard to inform them that both special committees had reached a preliminary understanding regarding the possible exchange ratio and form of consideration for a potential combination transaction between Liberty Broadband and GCI Liberty of (i) 0.580 of a share of Liberty Broadband Series C common stock for each outstanding share of GCI Liberty Series A common stock, (ii) 0.580 of a share of Liberty Broadband Series B common stock for each outstanding share of GCI Liberty Series B common stock, and (iii) one share of a newly issued series of Liberty Broadband Preferred Stock for each outstanding share of GCI Liberty Preferred Stock, with the new Liberty Broadband Preferred Stock bearing substantially identical terms and conditions to the GCI Liberty Preferred Stock. They requested that Mr. Malone support the transaction and agree to receive a number of shares of Liberty Broadband Series C common stock such that Mr. Malone's voting power of the combined entity immediately following the transaction would not exceed 49%, subject to the right, following the occurrence of any dilution events and in connection with certain fundamental transactions, to exchange shares of Liberty Broadband Series C common stock for the waived shares of Liberty Broadband Series B common stock. During such call, Sherman & Howard informed Debevoise and Morris Nichols that Mr. Malone would agree to support the transaction on those terms subject to the execution of mutually acceptable definitive agreements and would terminate his 10b5-1 trading program prior to any sales commencing thereunder.

        Later that day, advisors to the Liberty Broadband special committee informed Liberty Broadband and advisors to the GCI Liberty special committee informed GCI Liberty that the special committees had reached a preliminary understanding regarding a possible exchange ratio for a potential combination between Liberty Broadband and GCI Liberty in which Liberty Broadband would acquire all of the outstanding shares of GCI Liberty Series A common stock, GCI Liberty Series B common stock, and GCI Liberty Preferred Stock in a stock-for-stock merger. The special committees also agreed that GCI Liberty's outstanding equity awards would be converted into equivalent equity awards at Liberty Broadband with respect to the applicable series of Liberty Broadband stock payable in the potential combination with respect to the series of GCI Liberty stock underlying the applicable award.

        Following market closing on June 29, 2020, each of Liberty Broadband and GCI Liberty filed a Form 8-K, Mr. Malone filed a Schedule 13D/A with respect to Liberty Broadband and GCI Liberty and Mr. Maffei filed a Schedule 13D/A with respect to GCI Liberty disclosing, in each case, that the special committees of each company had reached a preliminary understanding on a potential exchange ratio for the potential combination subject to the negotiation of mutually acceptable transaction agreements and disclosing the preliminary understanding with Mr. Malone regarding his rights in respect of his GCI Liberty Series B common stock.

        On June 30, 2020, the Liberty Broadband special committee met with Perella Weinberg Partners to discuss the impact of the disclosure of the agreement in principle on the exchange ratio on the trading price of Liberty Broadband's common stock.

        The same day, the GCI Liberty special committee met with Evercore, Morris Nichols, Steptoe and Baker Botts to discuss the terms of the draft merger agreement prepared by Debevoise, including, among other things, provisions that govern the rights of the parties during the period between signing and receipt of the stockholder vote to seek and entertain potential topping bids and to change their recommendation in response to such potential topping bids or other intervening events, as well as interim operating covenants of the parties, conditions to closing, termination rights and triggers for payment of, and the amounts of, termination fees. Morris Nichols reviewed with the members of the

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GCI Liberty special committee their fiduciary duties under Delaware law and how those duties may influence negotiation of such provisions. Following this discussion, the GCI Liberty special committee directed Morris Nichols and Baker Botts to, among other things, seek a provision allowing GCI Liberty, but not Liberty Broadband, to terminate the merger agreement to accept an alternative “superior proposal” and seek a lower termination fee payable by GCI Liberty and a higher termination fee payable by Liberty Broadband in connection with certain terminations. Also at this meeting, Evercore reviewed with the GCI Liberty special committee its analysis of the market response to the disclosure of the negotiated exchange ratio.

        On July 9, 2020, Morris Nichols provided a revised draft of the merger agreement to Debevoise, which included, among other modifications, (i) a decrease in the termination fee payable by GCI Liberty under certain circumstances from 3.5% to 2.5% of the equity value of GCI Liberty and an increase in the reverse termination fee payable by Liberty Broadband under certain circumstances from 3.5% to 6.0% of the equity value of GCI Liberty, (ii) the ability of GCI Liberty, but not Liberty Broadband, to terminate the merger agreement to accept a superior proposal, (iii) covenants by Liberty Broadband governing the post-closing treatment of GCI Liberty employees, (iv) the deletion of a condition to Liberty Broadband's obligation to close the combination that the required regulatory approvals not contain certain adverse conditions, (v) the revision of certain covenants governing the conduct of GCI Liberty's business during the period between signing and closing to increase flexibility for GCI Liberty, (vi) a requirement that GCI Liberty be a party to any voting agreement with Mr. Malone in favor of the contemplated transactions and (vii) a requirement that Qurate Retail deliver a representation letter in support of Skadden issuing a split-off tax opinion and execute a letter agreement in which it will agree to make representations and covenants in support of Skadden's closing split-off tax opinion to the effect that the combination will not impact the U.S. federal income tax treatment of the GCI Liberty Split-off.

        On July 10, 2020, the Liberty Broadband special committee met with Perella Weinberg Partners and Debevoise to discuss material issues presented by the revised draft merger agreement. That same day, representatives of Qurate Retail requested an assumption and joinder agreement to the existing tax sharing agreement between Qurate Retail and GCI Liberty pursuant to which Liberty Broadband would become jointly and severally responsible for GCI Liberty's obligations and liabilities, and entitled to exercise and enforce GCI Liberty's rights, under the tax sharing agreement in exchange for Qurate's agreement to deliver a representation letter in support of Skadden's signing split-off tax opinion and to execute a letter agreement in which it will agree to make representations and covenants in support of Skadden's closing split-off tax opinion.

        On July 12, 2020, Debevoise and Morris Nichols discussed the markup of the merger agreement sent by Morris Nichols to Debevoise, including the amounts of the termination fee and reverse termination fee, the ability of GCI Liberty to terminate the merger agreement to accept a superior proposal, and certain limitations on GCI Liberty's operation of the business between signing and closing.

        On July 15, 2020, the Liberty Broadband special committee, Perella Weinberg Partners and Debevoise met to discuss a counterproposal on the size of termination fees. The Liberty Broadband special committee determined that the next draft of the merger agreement reflect an increase in the termination fee payable by GCI Liberty under certain circumstances from 2.5% to 3.0% of the equity value of GCI Liberty and a decrease in the reverse termination fee payable by Liberty Broadband under certain circumstances from 6.0% to 3.5% of the equity value of GCI Liberty.

        Later on July 15, 2020, Debevoise delivered to Morris Nichols a revised draft of the merger agreement, which included, among other modifications, (i) a 3.0% termination fee payable by GCI Liberty under certain circumstances and a 3.5% reverse termination fee payable by Liberty Broadband, (ii) the ability of both GCI Liberty and Liberty Broadband to terminate the merger agreement to

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accept a superior proposal, (iii) the deletion of certain post-closing employment-related covenants on Liberty Broadband, (iv) the reinsertion of an adverse regulatory condition to closing and (v) limitations on GCI Liberty operations during the period between signing and closing. Debevoise also delivered to Morris Nichols an initial draft of the exchange agreement and an initial draft of a voting agreement obligating Mr. Malone and certain of his affiliates to vote their GCI Liberty shares in favor of the contemplated transaction. It was expected that Mr. Malone would agree to a substantially similar voting agreement in respect of his Liberty Broadband shares.

        On July 17, 2020, the GCI Liberty special committee met with Evercore, Morris Nichols, Steptoe and Baker Botts to discuss, among other things, progress on drafting the transaction documents and certain tax-related representations to be provided by each of GCI Liberty, Liberty Broadband, Qurate Retail and Mr. Malone in connection with the potential transaction. Morris Nichols and Baker Botts reviewed the material issues presented by the most recent draft of the merger agreement circulated by Debevoise. A discussion ensued regarding the likelihood of an alternative transaction for either GCI Liberty or Liberty Broadband, including the fact that the agreement-in-principle had been publicly disclosed for nearly a month without any limitations on GCI Liberty's ability to entertain topping bids, but that no such potential topping bid had emerged, as well as the likelihood that Liberty Broadband would seek reciprocal termination rights in connection with a topping bid for each of GCI Liberty and Liberty Broadband. Following this discussion, the GCI Liberty special committee directed Baker Botts and Morris Nichols, among other things, to seek to remove each party's right to terminate the merger agreement to accept a topping bid and, in an effort to seek as high a termination fee as possible from Liberty Broadband, accept Liberty Broadband's proposal on GCI Liberty's termination fee, while seeking a higher termination fee from Liberty Broadband.

        On each of July 18, 2020 and July 19, 2020, Debevoise and Morris Nichols discussed material issues raised by the most recent draft of the merger agreement delivered by Debevoise and the votes that will be required to approve the potential combination.

        On July 20, 2020, Morris Nichols updated the GCI Liberty special committee and Evercore regarding conversations Morris Nichols had with Debevoise over the preceding two days regarding, among other things, open issues in the transaction documents.

        On July 21, 2020, Baker Botts, at the request of and on behalf of the GCI Liberty special committee, delivered to Debevoise revised drafts of the merger agreement and the voting agreement and initial drafts of the GCI Liberty Disclosure Letter and the Certificate of Designations that would govern the terms of the Liberty Broadband Preferred Stock to be issued if the potential combination is consummated. The revised merger agreement, among other things, included an increase in the reverse termination fee payable by Liberty Broadband in certain circumstances to approximately 5.5%, eliminated both GCI Liberty's and Liberty Broadband's right to terminate the merger agreement (but not change their recommendation) for a superior proposal, increased flexibility on GCI Liberty's operations during the period between signing and closing, and eliminated Liberty Broadband's adverse regulatory condition to closing.

        On behalf of both special committees, Morris Nichols sent the draft voting agreement to Sherman & Howard on July 21, 2020 and a draft of the exchange agreement on July 26, 2020. Pursuant to the exchange agreement, a revocable trust of which Mr. Malone is the sole trustee and beneficiary would agree to waive its right to receive certain shares of Liberty Broadband Series B common stock in the combination in exchange for shares of GCI Liberty Series B common stock and instead receive an equal number of shares of Liberty Broadband Series C common stock so that the aggregate voting power of all Liberty Broadband securities over which Mr. Malone has beneficial ownership immediately following the effective time of the potential combination would be approximately, but not more than, 49%. The draft exchange agreement included provisions such that, following certain transactions in which the number of outstanding voting securities of Liberty Broadband decreases, Mr. Malone would

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be required to exchange Liberty Broadband Series B common stock for Liberty Broadband Series C common stock to prevent accretion in his voting power above the agreed percentages. The exchange agreement also provided that the rights thereunder would terminate following certain transfers of Liberty Broadband Series B common stock by Mr. Malone or his related parties, with limited exceptions, including an exception for transfers to Mr. Maffei but only if Mr. Malone transferred all of his shares of Liberty Broadband Series B common stock and Mr. Maffei agreed to be subject to similar voting power limitations pursuant to a substantially similar agreement.

        From the time at which the initial draft voting and exchange agreements were distributed through the execution of the merger agreement, Debevoise, Morris Nichols, Steptoe, Baker Botts and Skadden met on multiple occasions to discuss and determine the key terms of these agreements and, as authorized by the Liberty Broadband special committee and the GCI Liberty special committee, respectively, Debevoise and Morris Nichols met on multiple occasions with Sherman & Howard to discuss, negotiate and finalize key terms of these agreements.

        On July 24, 2020, the Liberty Broadband special committee met with Debevoise and Perella Weinberg Partners to discuss issues raised by the revised draft of the merger agreement, including the size of termination fees. At the meeting, Debevoise provided an update on deal documentation and newly contemplated financing arrangements for both GCI Liberty and Liberty Broadband in connection with the proposed transactions.

        On July 27, 2020, the Liberty Broadband special committee, Perella Weinberg Partners and Debevoise met to discuss the open points in the merger agreement. The Liberty Broadband special committee provided instruction as to how to respond in the revised draft of the merger agreement. Later that day, Debevoise delivered a revised draft of the merger agreement to Morris Nichols addressing, among other things, a reduction to the termination fee payable by Liberty Broadband in certain circumstances to approximately 3.9%, certain actions by GCI Liberty during the period between signing and closing and the adverse regulatory condition to Liberty Broadband's obligation to close the combination.

        On July 28, 2020, Sherman & Howard sent Morris Nichols and Debevoise a revised draft voting agreement between Mr. Malone and GCI Liberty. Among other things, Mr. Malone requested indemnification for claims arising out of the voting agreement, exchange agreement and merger agreement in Mr. Malone's capacity as a stockholder, subject to certain exceptions, and reimbursement of attorney's fees in connection with negotiating and preparing the voting agreement and of public filing fees in connection with the potential transaction.

        On July 29, 2020, Sherman & Howard informed Morris Nichols that transfers by Mr. Malone or the trust of Liberty Broadband Series B common stock should be permitted under the exchange agreement and result in a commensurate decrease in the voting power percentage thresholds associated with the rights of Mr. Malone to exchange Liberty Broadband Series C common stock for Liberty Broadband Series B common stock in certain circumstances and the obligations of Mr. Malone to exchange Liberty Broadband Series B common stock for Liberty Broadband Series C common stock in certain circumstances. In addition, Sherman & Howard informed Morris Nichols that Mr. Malone should receive the economic benefits of the rights associated with the waived shares of Liberty Broadband Series B stock in certain circumstances, such as spin-offs and rights offerings.

        Later that day, the GCI Liberty special committee, Evercore, Morris Nichols, Steptoe and Baker Botts met to discuss the remaining open issues raised by the transaction documents. The GCI Liberty special committee discussed possible limitations and obligations on GCI Liberty during the period between signing and closing and the amount of the reverse termination fee and precedent reverse termination fees and directed Morris Nichols and Baker Botts to seek a reverse termination fee payable by Liberty Broadband in certain circumstances of approximately 4.4%. With respect to the voting agreement and exchange agreement, the GCI Liberty special committee preliminarily determined to

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accept Mr. Malone's indemnification request, subject to certain limitations, and to defer the decision on Mr. Malone's request for expense reimbursement, subject to receipt of Mr. Malone's comments to the exchange agreement and determination whether Mr. Malone is requesting additional expense reimbursement under the exchange agreement. Steptoe discussed the request from Qurate Retail that Liberty Broadband sign a joinder to the 2018 tax sharing agreement between GCI Liberty and Qurate Retail in exchange for Qurate's cooperation with the request to provide support for the transaction in the form of representations and covenants.

        On July 31, 2020, the Liberty Broadband Board met with the Liberty Broadband special committee, Perella Weinberg Partners and Debevoise, and the Liberty Broadband special committee updated the Liberty Broadband Board on the status and terms of the proposed combination.

        Later in the day, the GCI Liberty Board met with the GCI Liberty special committee, Morris Nichols and Baker Botts. The GCI Liberty special committee updated the GCI Liberty Board on the status of the proposed combination, including a review of the key terms of the merger agreement, voting agreements, exchange agreement and other transaction documents. The GCI Liberty Board was also provided with an overview of the background of the combination and negotiations to date.

        On August 3, 2020, the Liberty Broadband special committee, Perella Weinberg Partners and Debevoise met to discuss the status of the proposed combination and the remaining material open issues.

        During the period from August 1 to August 4, 2020, the final open issues in the merger agreement and the other transaction documents were resolved.

        On August 5, 2020, the GCI Liberty special committee met with Evercore, Morris Nichols and Steptoe. Morris Nichols reviewed with the GCI Liberty special committee their fiduciary duties under Delaware law in considering a potential transaction with Liberty Broadband, a summary of the process of the GCI Liberty special committee to date, and changes in the relevant transaction documents since the last meeting of the GCI Liberty special committee. Evercore discussed the negotiating history to date and reviewed a summary of proposed terms for the combination, including that, based on June 29, 2020 closing prices, the proposed exchange ratio implied an 8.1% premium to the GCI Liberty Series A common stock and a 7.2% premium to the GCI Liberty Series B common stock. Evercore also reviewed its financial analysis with the committee. For more information about Evercore's financial analysis and opinion, see “Special Factors—Opinion of the GCI Liberty Special Committee Financial Advisor” and Annex C. A representative of Baker Botts then joined the meeting and further reviewed with the GCI Liberty special committee updates to the transaction documents since the last meeting.

        The Liberty Broadband special committee, Perella Weinberg Partners and Debevoise also held a meeting that morning to discuss the status of the proposed combination and the proposed resolution of the remaining material open issues in the transaction documents.

        Later that evening, the Liberty Broadband special committee, Perella Weinberg Partners and Debevoise held a meeting to review and discuss the terms of Liberty Broadband's final proposal and recommendation to enter into a definitive agreement with GCI Liberty. At the meeting, Perella Weinberg Partners summarized the strategic rationale and the key financial terms of the proposed transaction and described Perella Weinberg Partners's financial analyses with respect to the common stock consideration to be received by GCI Liberty's stockholders. At the meeting, Perella Weinberg Partners rendered its oral opinion to the Liberty Broadband special committee, which was subsequently confirmed in writing, that, as of August 5, 2020 and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Common Consideration to be paid in connection with the first merger pursuant to the merger agreement was fair, from a financial point of view, to the stockholders of Liberty Broadband other than GCI Liberty, the Malone Group, the Maffei Group, each of their respective Affiliates and the Parent

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Section 16 Officers, as described in more detail in “Special Factors—Opinion of the Liberty Broadband Special Committee's Financial Advisor.” Also at that meeting, Debevoise reviewed with the Liberty Broadband special committee their fiduciary duties in considering approval of the potential transaction and described the key terms and conditions of the merger agreement and related agreements and the proposed resolutions to approve the transaction. After discussion, the Liberty Broadband special committee determined that all material open issues had been resolved in a manner satisfactory to the Liberty Broadband special committee and in the best interests of the stockholders of Liberty Broadband. The Liberty Broadband special committee unanimously adopted resolutions (i) determining that the merger agreement and other transaction documents and the transactions contemplated thereby (including the transactions contemplated by the voting agreements and the exchange agreement) were advisable and fair to, and in the best interests of, Liberty Broadband and the Liberty Broadband stockholders (other than GCI Liberty, the Malone Group, the Maffei Group, each of their respective Affiliates and the Parent Section 16 Officers) and (ii) recommending that the Liberty Broadband Board approve (including for purposes of Section 203 of the DGCL) and declare advisable the merger agreement and other transaction documents and the transactions contemplated thereby (including the transactions contemplated by the voting agreement and the exchange agreement) and submit the share issuance proposal and the Liberty Broadband merger proposal to the Liberty Broadband stockholders.

        Following the meeting of the Liberty Broadband special committee, the Liberty Broadband Board held a meeting. At the meeting, Perella Weinberg Partners reviewed the financial analysis that it had presented to the Liberty Broadband special committee. Debevoise then summarized the material terms and conditions of the transaction agreement and related agreements. Debevoise provided an overview of the background of the transaction and reviewed the proposed final terms in the merger agreement and other transaction documents. Based on the unanimous recommendation of the Liberty Broadband special committee, the Liberty Broadband Board unanimously (i) determined that the transaction documents, including, without limitation, the merger agreement, and the transactions contemplated thereby are advisable and fair to, and in the best interests of, Liberty Broadband and its stockholders (other than GCI Liberty, the Malone Group, the Maffei Group and each of their respective affiliates and executive officers of Liberty Broadband), (ii) approved (including for purposes of Section 203 of the DGCL) and declared advisable the transaction documents, including, without limitation, the merger agreement, and the transactions contemplated thereby, (iii) directed that the proposals to approve the stock issuance and the merger agreement be submitted to the Liberty Broadband stockholders for approval and adoption, and (iv) resolved to recommend that the Liberty Broadband stockholders approve the stock issuance and the adoption of the merger agreement.

        On the morning of August 6, 2020, the GCI Liberty special committee met with Evercore, Morris Nichols, Steptoe and Baker Botts. At the meeting, Evercore delivered to the GCI Liberty special committee its oral opinion, which was subsequently confirmed by delivery of its written opinion dated August 6, 2020, that, subject to the assumptions, qualifications, limitations and other matters set forth in its written opinion, as of August 6, 2020, the exchange ratio in the merger was fair, from a financial point of view, to the holders of GCI Liberty common stock, other than the Malone Group, the Maffei Group and their respective Affiliates and the Company Section 16 Officers, as described in more detail in “Special Factors—Opinion of the GCI Liberty Special Committee's Financial Advisor.” The GCI Liberty special committee then adopted resolutions determining that, based on its review of all relevant factors, the transaction documents and the transactions contemplated thereby are advisable and fair to, and in the best interests of, GCI Liberty and its stockholders (other than the Malone Group, the Maffei Group and each of their respective Affiliates and the Company Section 16 Officers) and recommending that the GCI Liberty Board approve (including for purposes of Section 203 of the DGCL) and declare advisable the transaction documents and the transactions contemplated thereby and submit the merger agreement to the GCI Liberty stockholders.

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        Immediately following the meeting of the GCI Liberty special committee, the GCI Liberty Board held a meeting. Baker Botts reviewed the proposed final terms in the merger agreement and other transaction documents and, at the request of the GCI Liberty special committee, Evercore also rendered its oral opinion as to the fairness, from a financial point of view, as of August 6, 2020 and subject to the assumptions, qualifications, limitations and other matters set forth in Evercore's written opinion, of the exchange ratio in the merger to the holders of GCI Liberty common stock, other than the Malone Group, the Maffei Group and their respective Affiliates and the Company Section 16 Officers. Based on the unanimous recommendation of the GCI Liberty special committee and taking into consideration the opinion of Evercore, the GCI Liberty Board unanimously (i) determined that the transaction documents and the transactions contemplated thereby are advisable and fair to, and in the best interests of GCI Liberty and the GCI Liberty stockholders (other than the Malone Group, the Maffei Group and each of their respective Affiliates and the Company Section 16 Officers), (ii) approved (including for purposes of Section 203 of the DGCL) and declared advisable the transaction documents and the transactions contemplated thereby, (iii) directed that the merger agreement be submitted to the GCI Liberty stockholders for adoption, and (iv) recommended that the GCI Liberty stockholders approve the adoption of the merger agreement.

        Later that morning, Liberty Broadband and GCI Liberty executed the merger agreement and the related transaction documents. That afternoon, shortly after market close on the Nasdaq Global Select Market, Liberty Broadband and GCI Liberty issued a joint press release announcing the transaction and the execution of the merger agreement, the voting agreements, the exchange agreement and the other transaction documents.

Liberty Broadband, Merger Sub and Merger LLC's Purpose and Reasons for the Combination; Recommendations of the Liberty Broadband Special Committee and Liberty Broadband Board of Directors

        The Liberty Broadband Board unanimously recommends that the Liberty Broadband stockholders vote “FOR” the Liberty Broadband merger proposal.

        The Liberty Broadband Board unanimously recommends that the Liberty Broadband stockholders vote “FOR” the share issuance proposal.

        The Liberty Broadband Board unanimously recommends that the Liberty Broadband stockholders vote “FOR” the Liberty Broadband adjournment proposal.

        Under the SEC rules governing “going private” transactions, each of Liberty Broadband, Merger Sub and Merger LLC (which we refer to together as the “Liberty Broadband Filing Persons”) may be deemed to be an affiliate of GCI Liberty and, therefore, may be required to express its purposes and reasons for the combination to GCI Liberty's “unaffiliated security holders,” as defined under Rule 13e-3 of the Exchange Act. Each Liberty Broadband Filing Person is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

        John C. Malone is Chairman of the Board of each of GCI Liberty and Liberty Broadband and, as of September 30, 2020, beneficially owned shares of GCI Liberty capital stock representing approximately 27.5% of the aggregate voting power of the issued and outstanding shares of GCI Liberty capital stock and shares of Liberty Broadband common stock representing approximately 48.8% of the aggregate voting power of the issued and outstanding shares of Liberty Broadband common stock.

        For the Liberty Broadband Filing Persons, the purpose of the combination is to (i) enhance the long-term equity value for the Liberty Broadband stockholders, (ii) acquire an additional operating asset with free cash flow, (iii) simplify Liberty Broadband's equity capital structure as a result of the

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potential to retire the Liberty Broadband stock currently held by GCI Liberty and (iv) increase trading liquidity of Liberty Broadband Series C common stock. Specifically for Merger Sub and Merger LLC, the purpose of the combination is to effectuate the transactions contemplated by the merger agreement. Accordingly, if the combination is completed, GCI Liberty will become a wholly owned subsidiary of Liberty Broadband and cease to have publicly traded equity securities.

        The Liberty Broadband Filing Persons' reasons for the combination are the factors that were considered by the Liberty Broadband special committee and the Liberty Broadband Board.

        The Liberty Broadband Board established the Liberty Broadband special committee, consisting entirely of independent and disinterested directors of Liberty Broadband, to determine whether to pursue the combination or any alternative transaction and to review, negotiate and evaluate the terms of the combination on behalf of the unaffiliated security holders of Liberty Broadband (which excludes the Malone Group, the Maffei Group, each of their respective Affiliates and the Parent Section 16 Officers). On August 5, 2020, after extensive consultation with, and acting with the advice of, its own independent legal and financial advisors, the Liberty Broadband special committee unanimously (i) determined that the merger agreement and the other transaction documents and the transactions contemplated thereby (including the transactions contemplated by the voting agreements and the exchange agreement), are advisable and fair to, and in the best interests of, Liberty Broadband and the Liberty Broadband stockholders (other than GCI Liberty, the Malone Group, the Maffei Group, each of their respective Affiliates and Parent Section 16 Officers), and (ii) recommended that the Liberty Broadband Board approve and declare advisable the merger agreement and the other transaction documents and the transactions contemplated thereby (including the transactions contemplated by the voting agreements and the exchange agreement), and submit the share issuance proposal and Liberty Broadband merger proposal to the Liberty Broadband stockholders.

        In reaching its decision to recommend that the Liberty Broadband stockholders vote to approve the Liberty Broadband merger proposal and the share issuance proposal, the Liberty Broadband Board relied on the recommendation of the Liberty Broadband special committee and consulted with the Liberty Broadband special committee's financial and legal advisors and Liberty Broadband management. After such discussions and considering certain alternatives, the Liberty Broadband Board unanimously (i) determined that the merger agreement and the other transaction documents and the transactions contemplated thereby (including the transactions contemplated by the voting agreements and the exchange agreement), are advisable and fair to, and in the best interests of, Liberty Broadband and the Liberty Broadband stockholders (other than GCI Liberty, the Malone Group, the Maffei Group, each of their respective Affiliates and Parent Section 16 Officers), (ii) approved and declared advisable the merger agreement and the other transaction documents and the transactions contemplated thereby (including the transactions contemplated by the voting agreements and the exchange agreement) and (iii) directed that the share issuance proposal and Liberty Broadband merger proposal be submitted to the stockholders of Liberty Broadband for approval and adoption.

        The Liberty Broadband special committee's recommendation and the Liberty Broadband Board's decision to approve the merger agreement and the other transaction documents, the combination and the other transactions contemplated thereby, and to recommend to the Liberty Broadband stockholders that they vote to approve (i) the Liberty Broadband merger proposal and (ii) the share issuance proposal, were based on a number of factors, including the following (which are not necessarily presented in order of relative importance):

•

their understanding of GCI Liberty and its business as well as its financial performance, results of operations and future prospects;



•

the expectation that the combination will enhance the long-term equity value for the Liberty Broadband stockholders;

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•

the expectation that the combination will be accretive to Liberty Broadband's net asset value per share;



•

the belief that the combination can be completed in a timely and efficient manner with minimal disruption to employees;



•

the fact that the common exchange ratio and the other terms of the merger agreement resulted from arms'-length negotiations between the Liberty Broadband special committee and its legal and financial advisors, on the one hand, and the GCI Liberty special committee and its legal and financial advisors, on the other hand;



•

the Liberty Broadband special committee's belief that the transactions contemplated by the merger agreement were a superior alternative to the other potential strategic alternatives available to Liberty Broadband, including alternative operating strategies and other potential strategic alternatives, considering in each case the potential stockholder value that might result from such alternatives, as well as the feasibility of such alternatives and the risks and uncertainties associated with pursuing such alternatives (including, among other things, the likelihood that a third party would be interested in acquiring Liberty Broadband);



•

the Liberty Broadband special committee's thorough review, together with its financial and legal advisors, of the structure of the proposed combination and the financial and other terms of the merger agreement (including GCI Liberty's representations, warranties and covenants, the conditions to its obligations and the termination provisions and related termination fees, as well as the likelihood of consummation of the combination and likely time period necessary to close the combination) and the terms of the other transactions contemplated by the transaction documents, including the protections for the unaffiliated security holders of Liberty Broadband common stock under the exchange agreement, which cap Mr. Malone's voting power and prevent Liberty Broadband from becoming a controlled company under applicable Nasdaq rules and regulations as a result of the transactions;



•

that the merger agreement allows Liberty Broadband, under certain circumstances, to consider and respond to a superior proposal for an alternative transaction from a third party prior to adoption of the merger agreement by the Liberty Broadband stockholders, and that the Liberty Broadband Board has the right, after complying with the terms of the merger agreement, prior to adoption of the merger agreement by the Liberty Broadband stockholders, to change its recommendation to the Liberty Broadband stockholders;



•

the financial presentation and the oral opinion of Perella Weinberg Partners to the Liberty Broadband special committee, which was subsequently confirmed by delivery of a written opinion dated August 5, 2020, addressed to the Liberty Broadband special committee that, as of August 5, 2020 and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Common Consideration to be paid in connection with the first merger pursuant to the merger agreement was fair, from a financial point of view, to the stockholders of Liberty Broadband (other than GCI Liberty, the Malone Group, the Maffei Group, each of their respective Affiliates and the Parent Section 16 Officers), as described in more detail in “—Opinion of the Liberty Broadband Special Committee's Financial Advisor;”



•

the historical and then-current trading prices and volumes of each series of Liberty Broadband common stock and each series of GCI Liberty common stock;



•

the fact that the combination will expand Liberty Broadband's portfolio and its cash flows with the addition of the GCI Holdings operating business;

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•

the belief that the combination will improve Liberty Broadband's options for future strategic transactions;



•

the fact that the combination will simplify Liberty Broadband's equity capital structure as a result of the potential to retire the Liberty Broadband stock currently held by GCI Liberty;



•

the fact that the combination will result in more trading liquidity for Liberty Broadband Series C common stock, which the Liberty Broadband special committee believed would increase demand for Liberty Broadband Series C common stock;



•

the expectation that there will be potential synergies from consolidating Liberty Broadband and GCI Liberty's corporate costs, including the elimination of duplicative public company reporting costs;



•

the fact that the combination is intended to qualify as a “reorganization” for U.S. federal income tax purposes and, accordingly, is intended to be completed in a manner that is tax-free to Liberty Broadband and the Liberty Broadband stockholders, and the first merger is conditioned on the receipt of an opinion from Debevoise, counsel to the Liberty Broadband special committee, and the receipt of an opinion from Skadden, GCI Liberty's special tax counsel, that, in each case, based on certain representations and assumptions, and subject to certain limitations and qualifications, the combination will qualify as a “reorganization,” as described in more detail in “Material U.S. Federal Income Tax Consequences of the Combination;” and



•

the fact that the combination is not intended to impact the tax treatment of the GCI Liberty Split-off, and the first merger is conditioned on the receipt of an opinion from Skadden that, based on certain representations and assumptions, and subject to certain limitations and qualifications, the combination will not cause the GCI Liberty Split-off to fail to qualify as a tax-free distribution for U.S. federal income tax purposes.

        The Liberty Broadband special committee also considered a number of factors that are discussed below relating to the procedural safeguards that it believes were and are present to ensure the fairness of the combination. The Liberty Broadband special committee believes these factors support its determinations and recommendations and provide assurance of the procedural fairness of the combination to the Liberty Broadband stockholders (other than GCI Liberty, the Malone Group, the Maffei Group, each of their respective Affiliates and Parent Section 16 Officers):

•

the fact that the Liberty Broadband merger proposal must be approved by the affirmative vote of the holders of a majority of the aggregate voting power of the shares of Liberty Broadband common stock outstanding and entitled to vote on the proposal at the Liberty Broadband special meeting, voting together as a single class, excluding any outstanding shares of Liberty Broadband capital stock beneficially owned, directly or indirectly, by GCI Liberty and its subsidiaries, the Malone Group, the Maffei Group, each of the Affiliates of the Malone Group or the Maffei Group, the directors of Liberty Broadband and GCI Liberty, the Parent Section 16 Officers, the Company Section 16 Officers or immediate family members of any of the foregoing;



•

the fact that the Liberty Broadband special committee consists of independent and disinterested directors of Liberty Broadband who are not affiliated with any of GCI Liberty, the Malone Group or the Maffei Group, are not employees of Liberty Broadband or GCI Liberty or any of their affiliates and have no financial interest in the combination different from, or in addition to, the interests of the disinterested Liberty Broadband stockholders other than their interests described under “—Interests of Liberty Broadband Directors and Executive Officers in the Combination;”

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•

the fact that the Liberty Broadband special committee was advised by Perella Weinberg Partners, as financial advisor, and by Debevoise, as legal advisor, each a nationally recognized firm selected by the Liberty Broadband special committee;



•

the fact that Perella Weinberg Partners' compensation arrangement was structured and negotiated to enhance its ability to provide objective advice to the Liberty Broadband special committee for the benefit of the unaffiliated Liberty Broadband stockholders. For example, Perella Weinberg Partners was entitled to receive a fairness opinion fee regardless of whether Perella Weinberg Partners was able to deliver a fairness opinion;



•

the fact that the Liberty Broadband special committee conducted deliberations in more than 25 formal meetings during a period of approximately four months regarding the combination and was advised by financial and legal advisors, and each member of the Liberty Broadband special committee was actively engaged in the process;



•

the financial presentation and the oral opinion of Perella Weinberg Partners to the Liberty Broadband special committee, which was subsequently confirmed by delivery of a written opinion dated August 5, 2020, addressed to the Liberty Broadband special committee that, as of August 5, 2020 and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Common Consideration to be paid in connection with the first merger pursuant to the merger agreement was fair, from a financial point of view, to the stockholders of Liberty Broadband (other than GCI Liberty, the Malone Group, the Maffei Group, each of their respective Affiliates and the Parent Section 16 Officers), as described in more detail in “—Opinion of the Liberty Broadband Special Committee's Financial Advisor;” and



•

the fact that the Liberty Broadband special committee was aware that it had no obligation to recommend any transaction.

        In the course of its deliberations, the Liberty Broadband special committee and the Liberty Broadband Board also considered a variety of risks, uncertainties and other potentially negative factors, including the following (which are not necessarily presented in order of relative importance):

•

the fact that the merger consideration to be received by holders of GCI Liberty capital stock will consist of shares of Liberty Broadband capital stock based on a fixed exchange ratio and that the value of the consideration to be received by GCI Liberty stockholders may increase;



•

the risk that the full strategic and financial benefits expected to result from the combination may not be realized fully or at all or may take longer to realize than expected;



•

the risk that the combination may not be completed in a timely manner or at all, including the risk that the failure to complete the merger could cause Liberty Broadband to incur significant expenses and lead to negative perceptions among investors;



•

the fact that not all of the conditions to the first merger and the completion of the combination, including the receipt of necessary third party and regulatory approvals, are within the parties' control;



•

the possibility that regulatory approvals necessary to consummate the combination may not be obtained in a timely manner or on terms that are satisfactory to the parties and the possibility that the conditions imposed by regulators adversely affect the business of GCI Liberty post-combination;



•

the substantial costs to be incurred by Liberty Broadband in connection with the combination and the transaction documents, including in connection with any litigation that may result from the announcement or pendency of the combination, some of which may be payable regardless of whether the combination is consummated, and the impact of such costs on Liberty Broadband's financial position;

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•

the expectation that upon completion of the combination, Liberty Broadband will be more leveraged with debt, which could adversely affect Liberty Broadband's future business plans and ability to raise capital;



•

the expectation that upon completion of the combination, Liberty Broadband will have higher annual interest expenses from the new borrowings and GCI Liberty's debt, which could adversely affect Liberty Broadband's future business plans and ability to raise capital;



•

the fact that Liberty Broadband is required to assume certain obligations and liabilities of GCI Liberty owed to Qurate Retail under the tax sharing agreement and indemnification agreement;



•

the restrictions set forth in the merger agreement on the conduct of Liberty Broadband's business prior to completion of the combination, which require Liberty Broadband to conduct its business only in the ordinary course, subject to specified limitations, which could delay or prevent Liberty Broadband from undertaking certain transactions pending completion of the combination;



•

the fact that the merger agreement provides for the payment of a termination fee of $340 million that would become payable by Liberty Broadband under certain circumstances, including if GCI Liberty terminates the merger agreement pursuant to the parent adverse recommendation change termination right;



•

the possibility that either Skadden or Debevoise would be unable to deliver its reorganization tax opinion, which could prevent the combination from closing, or that the Internal Revenue Service (the “IRS”) could assert that the combination otherwise failed to qualify as a “reorganization,” notwithstanding the delivery of such opinions, which could result in material adverse consequences;



•

the possibility that if the combination causes the GCI Liberty Split-off to fail to qualify as a tax-free distribution for U.S. federal income tax purposes, Liberty Broadband and GCI Liberty could suffer material adverse consequences; and



•

the various other applicable risks associated with Liberty Broadband and GCI Liberty and the combination, including the risks described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

        The foregoing discussion of the information and factors considered by the Liberty Broadband special committee and the Liberty Broadband Board in reaching their conclusions and recommendations is not intended to be exhaustive, but includes the material factors considered by the Liberty Broadband special committee and the Liberty Broadband Board. In view of the wide variety of factors considered in connection with its evaluation of the merger agreement and the other transaction documents and the transactions contemplated by the transaction documents, and the complexity of these matters, the Liberty Broadband special committee and the Liberty Broadband Board did not find it practicable to, and did not attempt to, quantify, rank, or assign any relative or specific weights to the various factors considered in reaching its determinations and making its recommendation. In addition, individual directors may have given different weights to different factors. The Liberty Broadband special committee and the Liberty Broadband Board considered all of the foregoing factors as a whole and based its recommendation on the totality of the information presented.

        The foregoing discussion also contains forward-looking statements with respect to future events that may have an effect on Liberty Broadband's business, financial condition or results of operations or the future financial performance of the surviving company of the combination. See the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.”

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Position of Liberty Broadband, Merger LLC and Merger Sub as to the Fairness of the Combination

        Each Liberty Broadband Filing Person is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. Each Liberty Broadband Filing Person has interests in the combination that are different from, and in addition to, those of GCI Liberty's unaffiliated security holders (which excludes the Malone Group, the Maffei Group, each of their respective Affiliates and the Company Section 16 Officers). The views of the Liberty Broadband Filing Persons should not be construed as a recommendation to any GCI Liberty stockholder as to how that stockholder should vote on the GCI Liberty merger proposal.

        The Liberty Broadband special committee, Merger LLC and Merger Sub sought to negotiate a transaction that would be most favorable to the Liberty Broadband stockholders (other than GCI Liberty, the Malone Group, the Maffei Group, each of their respective Affiliates and the Parent Section 16 Officers). GCI Liberty's unaffiliated security holders (which excludes the Malone Group, the Maffei Group, each of their respective Affiliates and the Company Section 16 Officers) were represented by the GCI Liberty special committee, which negotiated the terms and conditions of the transaction documents on the unaffiliated security holders' behalf, with the assistance of the GCI Liberty special committee's independent financial and legal advisors. The Liberty Broadband Filing Persons did not participate in the deliberations of the GCI Liberty special committee regarding, or receive advice from GCI Liberty's legal advisors or the GCI Liberty special committee's legal or financial advisors as to, the substantive and procedural fairness of the combination to GCI Liberty's unaffiliated security holders, nor did the Liberty Broadband Filing Persons undertake any independent evaluation of the fairness of the combination to GCI Liberty's unaffiliated security holders, or engage a financial advisor for such purposes.

        Liberty Broadband, Merger LLC and Merger Sub considered the following factors, which are not presented in any relative order of importance, in determining the fairness of the combination:

•

the merger agreement must be adopted by the affirmative vote of (i) the holders of a majority of the aggregate voting power of the shares of GCI Liberty capital stock outstanding and entitled to vote on the proposal at the GCI Liberty special meeting, and (ii) the holders of a majority of the aggregate voting power of the shares of GCI Liberty capital stock outstanding and entitled to vote on the proposal at the GCI Liberty special meeting, excluding all outstanding shares beneficially owned, directly or indirectly, by Liberty Broadband and its subsidiaries, the Malone Group, the Maffei Group, each of the Affiliates of the Malone Group or the Maffei Group, the directors of Liberty Broadband and GCI Liberty, the Parent Section 16 Officers, the Company Section 16 Officers or immediate family members of any of the foregoing, a condition that is non-waivable;



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the establishment of the GCI Liberty special committee, which consisted entirely of independent and disinterested directors, by the GCI Liberty Board and that committee's broad powers to review, consider, evaluate, negotiate and reject or approve the transaction documents and to consider alternatives;



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the Liberty Broadband special committee did not participate in and did not have any influence on the deliberative process of, or the conclusions reached by, the GCI Liberty special committee or the negotiating positions of the GCI Liberty special committee;



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the fact that the GCI Liberty special committee held numerous meetings and met regularly to discuss and evaluate Liberty Broadband's proposal and was advised by independent financial and legal advisors, and each member of the GCI Liberty special committee was actively engaged in the process; and

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the GCI Liberty special committee negotiated the material terms of the transaction documents and unanimously recommended its approval by the GCI Liberty Board and the GCI Liberty Board unanimously approved the transaction documents and the factors considered by, and the analysis, discussion, and resulting conclusions of, the GCI Liberty Board and the GCI Liberty special committee described in the section entitled “—GCI Liberty's Purpose and Reasons for the Combination; Recommendations of the GCI Liberty Special Committee and GCI Liberty Board of Directors; Fairness of the Combination”, which analysis, discussion and resulting conclusions Liberty Broadband, Merger LLC and Merger Sub expressly adopt as their own.

        Based on, among other things, the factors considered by, and the analysis and resulting conclusions of, the GCI Liberty Board and the GCI Liberty special committee described in the section entitled “—GCI Liberty's Purpose and Reasons for the Combination; Recommendations of the GCI Liberty Special Committee and GCI Liberty Board of Directors; Fairness of the Combination,” Liberty Broadband, Merger LLC and Merger Sub believe that the combination is substantively and procedurally fair to the GCI Liberty unaffiliated security holders (as defined in Rule 13e-3 of the Exchange Act and which excludes the Malone Group, the Maffei Group, each of their respective Affiliates and the Company Section 16 Officers).

        In their consideration of the fairness of the combination to the unaffiliated security holders of GCI Liberty (which excludes the Malone Group, the Maffei Group, each of their respective Affiliates and the Company Section 16 Officers), Liberty Broadband, Merger LLC and Merger Sub considered the current market price of GCI Liberty Series A common stock and GCI Liberty Series B common stock as described on the eighth bullet on page 59 of this joint proxy statement/prospectus.

        Liberty Broadband, Merger LLC and Merger Sub did not consider liquidation value of GCI Liberty to be a relevant methodology because (i) they considered GCI Liberty to be a viable, going concern, (ii) they believed that liquidation sales generally result in proceeds substantially less than sales of going concerns, (iii) they considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of GCI Liberty and (iv) GCI Liberty will continue to operate its business following the combination.

        Further, Liberty Broadband, Merger LLC and Merger Sub did not consider net book value, which is an accounting concept, as a factor because they believed that net book value is not a material indicator of the value of GCI Liberty as a going concern but rather is indicative of historical costs and because net book value does not take into account the prospects of GCI Liberty, market conditions, trends in the industry in which GCI Liberty operates or the business risks inherent in that industry. Liberty Broadband, Merger LLC and Merger Sub did not seek to determine a pre-combination going concern value for GCI Liberty to determine the fairness of the combination to the GCI Liberty stockholders (other than the Malone Group, the Maffei Group, each of their respective Affiliates and the Company Section 16 Officers) because, following the combination, GCI Liberty will have a different capital structure and cost profile, among other things. Liberty Broadband, Merger LLC and Merger Sub believe that the trading price of the GCI Liberty Series A common stock and GCI Liberty Series B common stock at any given time represents the best available indicator of GCI Liberty's going concern value at that time so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction. To the extent the pre-combination going concern value was reflected in the market prices of GCI Liberty Series A common stock and GCI Liberty Series B common stock prior to June 29, 2020, the last trading day before the public announcement of the merger consideration, the merger consideration represented a premium to the going concern value of GCI Liberty.

        Liberty Broadband, Merger LLC and Merger Sub did not make any purchases of GCI Liberty capital stock during the past two years. Liberty Broadband, Merger LLC and Merger Sub did not consider the purchase prices paid by GCI Liberty in previous purchases of GCI Liberty capital stock

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during the past two years, as they did not consider those prices to represent the best available indicator of GCI Liberty's pre-combination value but rather to be indicative of historical prices over such two-year period, as described below.

        Other than as described in the eighth bullet on page 59 of this joint proxy statement/prospectus, Liberty Broadband, Merger LLC and Merger Sub did not consider the historical market prices of GCI Liberty Series A common stock and GCI Liberty Series B common stock, as they did not consider those prices to represent the best available indicator of GCI Liberty's pre-combination value but rather to be indicative of historical rather than current value. These historical market prices reflect historical industry outlooks and past expectations regarding GCI Liberty's operating performance, do not reflect current pricing regimes or its current expectations, and have been impacted by market speculation regarding the timing of a potential acquisition by Liberty Broadband.

        Although none of Liberty Broadband, Merger LLC or Merger Sub are entitled to rely on or adopt, and none did rely on or adopt, such opinion, in making their determination that the combination is substantively and procedurally fair to the unaffiliated security holders of GCI Liberty (which excludes the Malone Group, the Maffei Group, each of their respective Affiliates and the Company Section 16 Officers), Liberty Broadband, Merger LLC and Merger Sub favorably considered the fact that on August 6, 2020 the GCI Liberty special committee received an oral opinion from Evercore (which was subsequently confirmed by delivery of Evercore's written opinion dated August 6, 2020), that, as of the date of such written opinion and based upon and subject to the assumptions made, procedures followed, matters considered, qualifications, limitations and other matters described in such opinion, the exchange ratio in the first merger was fair, from a financial point of view, to the holders of GCI Liberty common stock (other than the Malone Group, the Maffei Group and their respective Affiliates and the Company Section 16 Officers). Evercore's opinion is more fully described below under the heading “—Opinion of the GCI Liberty Special Committee's Financial Advisor.”

        Liberty Broadband, Merger LLC and Merger Sub are not aware of any firm offer for a merger, combination, purchase of all or a substantial part of GCI Liberty's assets, or a purchase of a controlling amount of GCI Liberty capital stock having been received by GCI Liberty from anyone other than Liberty Broadband, Merger LLC and Merger Sub in the two years preceding the signing of the merger agreement.

        The foregoing discussion of the factors considered by Liberty Broadband, Merger LLC and Merger Sub in connection with the fairness of the merger agreement and the other transaction documents and the transactions contemplated by the transaction documents (including the transactions contemplated by the voting agreements and the exchange agreement) is not intended to be exhaustive but includes all material factors considered by Liberty Broadband, Merger LLC and Merger Sub in making a determination regarding the fairness of the combination for the purpose of complying with the requirements of Rule 13e-3 and the related rules under the Exchange Act. Liberty Broadband, Merger LLC and Merger Sub did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their position as to the fairness of the combination. Rather, Liberty Broadband, Merger LLC and Merger Sub made their fairness determination after considering all of the factors as a whole.

GCI Liberty's Purpose and Reasons for the Combination; Recommendations of the GCI Liberty Special Committee and GCI Liberty Board of Directors; Fairness of the Combination

        The GCI Liberty special committee, consisting entirely of independent and disinterested directors of GCI Liberty, was authorized to determine whether to pursue the combination or any alternative transaction and to review, negotiate and evaluate the terms of the combination on behalf of the unaffiliated stockholders of GCI Liberty (which excludes the Malone Group, the Maffei Group, each of their respective Affiliates and the Company Section 16 Officers). On August 6, 2020, after consultation

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with, and acting with the advice of, its own independent legal and financial advisors, the GCI Liberty special committee unanimously (i) determined that the merger agreement and the other transaction documents, and the transactions contemplated by the transaction documents (including the transactions contemplated by the voting agreements and the exchange agreement), are advisable and fair to, and in the best interests of, GCI Liberty and its stockholders (other than the Malone Group, the Maffei Group, each of their respective Affiliates and the Company Section 16 Officers) and (ii) recommended that the GCI Liberty Board approve and declare advisable the merger agreement and the other transaction documents, and the transactions contemplated by the transaction documents.

        The GCI Liberty Board, after considering various factors and receiving the unanimous recommendation of the GCI Liberty special committee, the oral opinion of Evercore described herein and in consultation with GCI Liberty's management and legal advisors, unanimously determined that the merger agreement and the other transaction documents, and the transactions contemplated thereby (including the transactions contemplated by the voting agreements and the exchange agreement), are advisable and fair to, and in the best interests of, GCI Liberty and its stockholders (other than the Malone Group, the Maffei Group, each of their respective Affiliates and the Company Section 16 Officers) and unanimously recommends that GCI Liberty stockholders vote “FOR” the GCI Liberty merger proposal and “FOR” the GCI Liberty adjournment proposal.

        After consideration, both the GCI Liberty special committee and GCI Liberty Board also determined that the transactions contemplated by the merger agreement and other transaction documents are substantively and procedurally fair to and in the best interest of GCI Liberty and the unaffiliated security holders (as defined in Rule 13e-3 under the Exchange Act) of GCI Liberty, which excludes the Malone Group, the Maffei Group, each of their respective Affiliates and the Company Section 16 Officers.

        Prior to making these determinations, the GCI Liberty special committee considered not only the proposed combination with Liberty Broadband, but also, as described above in “—Background of the Combination”, other potential strategic alternatives and the alternative of remaining as a stand-alone company. In assessing GCI Liberty's strategic alternatives, the GCI Liberty special committee considered, among other factors, the form of consideration to be received and the implied value of such consideration that might be realized by GCI Liberty's stockholders at closing, as well as the anticipated benefits resulting from the simplification of the company's capital structure. Because of the time period required to obtain regulatory approval of the proposed combination, the GCI Liberty special committee considered, as part of its evaluation, the risks that could result in changes to the value of the Liberty Broadband stock to be received at closing by GCI Liberty's stockholders. GCI Liberty's special committee determined that the combination is preferable to other alternatives due to the reasons set forth below.

        In reaching its recommendation, the GCI Liberty Board relied on the recommendation of the GCI Liberty special committee and each of the GCI Liberty special committee and the GCI Liberty Board relied on the opinion of Evercore. The GCI Liberty Board also consulted with GCI Liberty's management and its legal advisors, and the GCI Liberty special committee consulted with its financial and legal advisors, as well as the legal advisors of GCI Liberty, and considered a number of factors, including, among others and not necessarily in order of relative importance, the following material factors and benefits of the combination, each of which the GCI Liberty Board believes supports its recommendation:

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Consideration for GCI Liberty Stockholders; Valuation.



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The course of arms'-length discussions and negotiations between the GCI Liberty special committee, with the advice of its legal and financial advisors, on the one hand, and Liberty Broadband special committee, with the advice of its legal and financial advisors, on the other hand, which, among other things, resulted in a significant movement in favor of the

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GCI Liberty stockholders from the Liberty Broadband special committee's initial proposed exchange ratio of 0.557 to the mutually agreed exchange ratio of 0.580.

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The historical and then-current trading prices and volumes of each series of Liberty Broadband common stock and each series of GCI Liberty common stock and that the mutually agreed exchange ratio represented a premium to the exchange ratio implied by the current and historical average trading prices of the Liberty Broadband common stock and GCI Liberty common stock over selected periods since the GCI Liberty Split-off.



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The exchange ratio of 0.580 implied a significant reduction to the historical discount that had applied to the value of the shares of Liberty Broadband common stock held by GCI Liberty and which was reflected in GCI Liberty's stock price, which discount was discussed with Evercore over the course of multiple meetings of the GCI Liberty special committee.



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The attractive value of the merger consideration to be received by holders of GCI Liberty Series A common stock and GCI Liberty Series B common stock. Based on the closing price of Liberty Broadband Series C common stock on the Nasdaq Global Select Market and the last sale price of Liberty Broadband Series B common stock on the OTC Markets, in each case, on June 29, 2020, the last trading day before the public announcement of the exchange ratio, the exchange ratio for each share of GCI Liberty Series A common stock and each share of GCI Liberty Series B common stock represented an implied premium of approximately 8.1% and 7.2%, respectively, above the closing price of GCI Liberty Series A common stock and GCI Liberty Series B common stock, respectively, as of June 29, 2020.



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That each share of GCI Liberty Preferred Stock will be converted into the right to receive one share of Liberty Broadband Preferred Stock with substantially identical terms and that Liberty Broadband may have a healthier scale, liquidity (based on an increased public float and expected increase in average daily trading volume) and credit profile, and a greater proportion of its value in highly liquid tradeable securities as compared to GCI Liberty.



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The fact that the combination will eliminate any corporate-level tax on the increase in value of the shares of Liberty Broadband Series C common stock held by GCI Liberty and it will eliminate the discount to such investment.



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Financial Advisor Presentations and Opinion.  Evercore's financial presentation and the various financial analyses performed by Evercore as well as Evercore's oral opinion rendered to the GCI Liberty special committee on August 6, 2020 and, at the request of the GCI Liberty special committee, subsequently rendered to the GCI Liberty Board on August 6, 2020 (which was subsequently confirmed by delivery of Evercore's written opinion dated the same date) to the effect that, as of such date, and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters described in Evercore's written opinion, the exchange ratio in the first merger was fair, from a financial point of view, to the holders of GCI Liberty common stock, other than the Malone Group, the Maffei Group and their respective Affiliates and the Company Section 16 Officers, as more fully described below under the heading “—Opinion of the GCI Liberty Special Committee's Financial Advisor.”



•

Prospects of Liberty Broadband.



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The fact that the consideration for the shares of GCI Liberty Series A common stock and GCI Liberty Series B common stock in the first merger will be paid in Liberty Broadband Series C common stock and Liberty Broadband Series B common stock, respectively, which will provide the GCI Liberty common stockholders with the opportunity to participate in any future earnings and growth of the combined company as well as any future appreciation in the value of such shares following the combination should they determine to retain the

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stock received in the first merger, including the possibility to participate in any future change in control of Liberty Broadband and the ability to hold shares in a combined company with an ownership interest in Charter.

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That the shares of Liberty Broadband Series C common stock received as consideration in the first merger by holders of GCI Liberty Series A common stock may potentially be a more liquid currency than shares of GCI Liberty Series A common stock.



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The benefits to the combined company that could result from the combination, including an enhanced competitive position, greater financial resources and a larger, stronger balance sheet, reduction of administrative and management complexity, the potential to realize certain cost savings and operational synergies (including savings in respect of public company and overhead costs), potential reduction of trading discounts to underlying shares of Charter common stock held by the combined company and greater flexibility for and negotiating leverage in future strategic combinations.



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Risks and Uncertainty of Status Quo.  The risks and uncertainty of remaining an independent company, including those arising from having to operate in a business with competitors of significantly larger size and with greater resources, as well as various regulatory risks.



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Fixed Exchange Ratio.



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Because the merger consideration is based on fixed exchange ratios for the GCI Liberty Series A common stock, GCI Liberty Series B common stock and GCI Liberty Preferred Stock and the merger agreement does not provide a cap on the value or number of the shares of the Liberty Broadband common stock to be received at the effective time, GCI Liberty common stockholders will benefit from any increase in the value of the Liberty Broadband Series C common stock or Liberty Broadband Series B common stock before the effective time. For example, if, at the effective time, Liberty Broadband Series C common stock price is trading above $124.98 per share or Liberty Broadband Series B common stock is trading above $124.00 per share (the respective closing prices on June 29, 2020, the last trading day before the public announcement of the exchange ratio), then the implied value for each share of GCI Liberty Series A common stock or GCI Liberty Series B common stock exchanged in the combination will exceed the implied value for such shares of $72.49 and $71.92, respectively, as of June 29, 2020, the last trading day before the public announcement of the exchange ratio.



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The fact that GCI Liberty stockholders (other than Mr. Malone, as described in “Other Agreements Related to the Combination—GCI Liberty Voting Agreement”) and unaffiliated GCI Liberty stockholders, whose votes are required to approve the first merger, can vote against the first merger for any reason, including if the implied value of the Liberty Broadband Series C common stock or Liberty Broadband Series B common stock declines prior to the GCI Liberty special meeting.



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Strategic Alternatives; No Other Bidders.



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The GCI Liberty special committee's belief that the transactions contemplated by the merger agreement were a superior alternative to the other potential strategic alternatives available to GCI Liberty, including alternative operating strategies and other potential strategic alternatives, considering the feasibility of such alternatives and the risks and uncertainties associated with pursuing such alternatives (including, among other things, the uncertain value that might result from such alternatives and the likelihood that a third party would be interested in acquiring GCI Liberty or its Alaska operating business).

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The fact that over five weeks passed between public announcement of the agreement in principle regarding the exchange ratio and execution of the definitive transaction documents, during which GCI Liberty was under no limitation on its ability to entertain competing bidders, yet no bidders emerged during that time.



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Likelihood of Completion.  The belief of the GCI Liberty special committee and the GCI Liberty Board that the combination would likely be completed in a timely and efficient manner.



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Transaction Structure; Tax Consequences.



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The combination is intended to qualify as a “reorganization” for U.S. federal income tax purposes and, accordingly, is intended to be completed in a manner that is tax-free to GCI Liberty and its stockholders (except for the receipt of cash in lieu of fractional shares), and the first merger is conditioned upon the receipt of an opinion from Skadden, GCI Liberty's special tax counsel, and the receipt of an opinion from Debevoise, counsel to the Liberty Broadband special committee, that, in each case, based on certain representations and assumptions, and subject to certain limitations and qualifications, the combination will qualify as a “reorganization,” as described in more detail in “Material U.S. Federal Income Tax Consequences of the Combination.”



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The combination is not intended to impact the U.S. federal income tax treatment of the GCI Liberty Split-off, and the first merger is conditioned on the receipt of an opinion from Skadden that, based on certain representations and assumptions, and subject to certain limitations and qualifications, the combination will not cause the GCI Liberty Split-off to fail to qualify as a tax-free distribution for U.S. federal income tax purposes.



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Terms of the Merger Agreement.



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The GCI Liberty special committee's thorough review, together with its financial and legal advisors and the legal advisors of GCI Liberty, of the structure of the proposed combination and the financial and other terms of the merger agreement (including Liberty Broadband's representations, warranties and covenants, the conditions to its obligations and the termination provisions and related termination fees, as well as the likelihood of consummation of the combination and likely time period necessary to close the combination) and the terms of the other transactions contemplated by the transaction documents.



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The fact that the merger agreement permits the GCI Liberty special committee or the GCI Liberty Board (acting at the recommendation of the GCI Liberty special committee) to change its recommendation that the GCI Liberty stockholders vote in favor of the adoption of the merger agreement in response to certain acquisition proposals and certain intervening events, if the GCI Liberty special committee or the GCI Liberty Board (acting at the recommendation of the GCI Liberty special committee) determines in good faith that the failure to change its recommendation would be inconsistent with its fiduciary duties under applicable law.



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The restrictions on Liberty Broadband's ability to change its recommendation regarding approval of the share issuance proposal and the Liberty Broadband merger proposal and the fact that Liberty Broadband will be required to pay GCI Liberty a termination fee of $340 million if (1) GCI Liberty terminates the merger agreement because of an adverse recommendation change by Liberty Broadband or the Liberty Broadband special committee or a material breach by Liberty Broadband of its non-solicitation obligations, and (2)(i) after the date of the merger agreement and prior to the Liberty Broadband special meeting, an alternative parent transaction proposal is publicly announced or publicly known to the Liberty Broadband stockholders, and not withdrawn and (ii) within twelve months of such

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termination, Liberty Broadband or any of its subsidiaries enters into a definitive agreement with respect to (or consummates) any alternative parent transaction proposal. See “—The Merger Agreement—Termination Fee.”

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Terms of Exchange Agreement.  The fact that, pursuant to the exchange agreement, Mr. Malone agreed (i) to waive his right to a number of shares of Liberty Broadband Series B common stock and instead receive an equal number of shares of Liberty Broadband Series C common stock such that Mr. Malone's voting power in the combined entity (including shares held in certain trusts not party to the voting agreements) immediately following closing would not exceed 49%, (ii) following any repurchase, redemption or certain other events that would result in Mr. Malone's voting power exceeding the target voting power plus 0.5%, to transfer shares of Liberty Broadband Series B common stock to Liberty Broadband in exchange for an equal number of shares of Liberty Broadband Series C common stock, but only as necessary in order to preserve the target voting power and (iii) not to transfer shares of Liberty Broadband Series B common stock to Mr. Maffei unless Mr. Maffei signs a successor exchange agreement. See “—Other Agreements Related to the Combination—Exchange Agreement.”



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Terms of Voting Agreements.



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The fact that certain members of the Malone Group, who collectively own shares representing, in the aggregate, approximately 27.0% of the aggregate voting power of the GCI Liberty capital stock as of September 30, 2020, have agreed, among other things, to vote such shares of GCI Liberty capital stock in favor of the GCI Liberty merger proposal, pursuant to the terms and conditions of the GCI Liberty voting agreement. See “—Other Agreements Related to the Combination—GCI Liberty Voting Agreement.”



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The fact that certain members of the Malone Group who collectively own approximately 48.3% of the aggregate voting power of the Liberty Broadband common stock as of September 30, 2020, have agreed, among other things, to vote such shares of Liberty Broadband common stock in favor of the share issuance proposal, pursuant to the terms and conditions of the Liberty Broadband voting agreement. See “—Other Agreements Related to the Combination—Liberty Broadband Voting Agreement.”

        The GCI Liberty special committee and GCI Liberty Board also considered several factors relating to the procedural safeguards that the GCI Liberty special committee and the GCI Liberty Board believe were and are present to ensure the fairness of the combination. The GCI Liberty Board believes that the following factors support its recommendations regarding the combination and support the procedural fairness of the combination to GCI Liberty and its stockholders:

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Authority of the Special Committee.  The resolutions establishing the GCI Liberty special committee delegated to the GCI Liberty special committee the authority to consider the potential combination with Liberty Broadband and any alternatives thereto. In addition, the GCI Liberty special committee was aware that it had no obligation to recommend any transaction.



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Approval of the Special Committee.  The GCI Liberty Board resolved not to approve or recommend any potential transaction with Liberty Broadband or alternative thereto without the recommendation of the GCI Liberty special committee.



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Independence of Special Committee.  The fact that the GCI Liberty special committee consists of independent and disinterested directors of GCI Liberty who are not affiliated with any of Liberty Broadband, the Malone Group or the Maffei Group, are not employees of Liberty Broadband or GCI Liberty or any of their respective affiliates and have no financial interest in the combination different from, or in addition to, the interests of the disinterested GCI Liberty stockholders other than their interests described under “—Interests of the GCI Liberty Directors and Executive Officers in the Combination.”

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Independent Advisors of Special Committee.  The GCI Liberty special committee engaged independent counsel, including independent tax counsel, and an independent financial advisor to assist it as it considered the potential transaction with Liberty Broadband and alternatives thereto.



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Procedural Conditions.  Prior to any negotiations, including any discussions regarding the exchange ratio, the GCI Liberty special committee and Liberty Broadband special committee were established and agreed with each other and with Mr. Malone that any potential transaction between GCI Liberty and Liberty Broadband would be subject to the procedural conditions.



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Analysis of Alternatives.  The GCI Liberty special committee did not immediately engage with Liberty Broadband; instead, it first allowed time for Evercore to analyze GCI Liberty and consider potential alternatives to a combination with Liberty Broadband and considered whether to engage in negotiations with Liberty Broadband at all, and, if so, whether to engage in negotiations simultaneously with other potential transaction partners.



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Arms'-length negotiations.  The GCI Liberty special committee met eleven times and engaged in multiple rounds of negotiations before agreeing to the exchange ratio, met an additional two times before agreeing to the form of consideration, and met an additional six times before recommending the proposed combination to the GCI Liberty Board and was advised by financial and legal advisors, and each member of the GCI Liberty special committee was actively engaged in the process.



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Required GCI Liberty Stockholder Votes; Majority of the Minority Vote.  The fact that approval of the GCI Liberty merger proposal requires both (i) the affirmative vote of the holders of a majority of the aggregate voting power of the shares of GCI Liberty capital stock outstanding and entitled to vote on the proposal at the GCI Liberty special meeting, voting together as a single class, and (ii) the affirmative vote of the holders of a majority of the aggregate voting power of the outstanding shares of GCI Liberty capital stock entitled to vote thereon and voting together as a single class (excluding all outstanding shares beneficially owned, directly or indirectly, by Liberty Broadband and its subsidiaries, the Malone Group, the Maffei Group, each of the Affiliates of the Malone Group or the Maffei Group, the directors of Liberty Broadband and GCI Liberty, the Parent Section 16 Officers, the Company Section 16 Officers or immediate family members of any of the foregoing).



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Financial Advisor Opinion.



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The fact that Evercore was entitled to receive an opinion fee regardless of the conclusion Evercore reached in its opinion, and that this compensation arrangement was structured and negotiated in a manner that would enhance Evercore's ability to provide objective advice to the GCI Liberty special committee for the benefit of the unaffiliated GCI Liberty stockholders.



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The fact that Evercore rendered an oral opinion to the GCI Liberty special committee on August 6, 2020 and, at the GCI Liberty special committee's request, subsequently rendered its oral opinion to the GCI Liberty Board on August 6, 2020 (which oral opinion was subsequently confirmed by delivery of Evercore's written opinion dated the same date) to the effect that, as of such date, and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters described in Evercore's written opinion, the exchange ratio in the first merger was fair, from a financial point of view, to the holders of GCI Liberty common stock, other than the Malone Group, the Maffei Group and their respective Affiliates and the Company Section 16 Officers, as more fully described below under the heading “—Opinion of the GCI Liberty Special Committee's Financial Advisor.”

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        The GCI Liberty Board and GCI Liberty special committee also considered a variety of risks, uncertainties and other potentially negative factors in its deliberations concerning the combination, including the following (which are not necessarily presented in order of relative importance):

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Possible Downside Risk.  The fact that the merger consideration to be received by GCI Liberty stockholders will consist of Liberty Broadband Series C common stock, Liberty Broadband Series B common stock and Liberty Broadband Preferred Stock based on fixed exchange ratios for the GCI Liberty Series A common stock, GCI Liberty Series B common stock and GCI Liberty Preferred Stock and that the value of the merger consideration may decline either before or after the GCI Liberty special meeting and there will be no adjustment to such exchange ratios, thereby exposing the GCI Liberty stockholders to the risks of an equity investment.



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Relative Voting Power.  The fact that holders of GCI Liberty Series A common stock will receive Liberty Broadband Series C common stock, which is non-voting and as a result that stockholders of GCI Liberty, excluding members of GCI Liberty's management, will not receive a significant voting interest in Liberty Broadband as a result of the combination.



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B Share Consideration.  The fact that, at the request of Mr. Malone, holders of GCI Liberty Series B common stock will receive Liberty Broadband Series B common stock, which has 10 votes per share; however, pursuant to the terms of the exchange agreement, Mr. Malone's voting power in the combined entity (including shares held in certain trusts not party to the voting agreements) immediately following the effective time would remain at approximately, but would not exceed, 49%.



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No Auction.  The fact that GCI Liberty did not conduct a formal auction process or approach other potential parties to determine whether, in fact, there was other possible interest in acquiring GCI Liberty.



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Certain Terms of the Merger Agreement.



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The fact that the merger agreement precludes GCI Liberty from actively soliciting alternative takeover proposals and GCI Liberty may not terminate the merger agreement to accept a superior proposal from a third party.



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The fact that, if GCI Liberty changes its recommendation in response to a superior proposal from a third party or an intervening event and Liberty Broadband subsequently terminates the merger agreement, GCI Liberty would be required to pay a termination fee of $240 million.



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The fact that not all the conditions to the first merger and the closing of the combination, including the required stockholder approvals, third party and regulatory approvals, and the receipt of certain tax opinions, are within the parties' control.



•

The possibility that regulatory approvals necessary to consummate the combination may not be obtained in a timely manner.



•

The restrictions set forth in the merger agreement on the conduct of GCI Liberty's business prior to the effective time, which require GCI Liberty to conduct its business only in the ordinary course, subject to specified limitations, which could delay or prevent GCI Liberty from undertaking certain transactions pending completion of the combination.



•

Costs of the Combination.  The substantial costs to be incurred by GCI Liberty in connection with the merger agreement and the other transactions contemplated thereby, including in connection with any litigation that may result from the announcement or pendency of the combination, regardless of whether the combination is consummated.

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•

No Appraisal Rights for GCI Liberty Series A common stock or GCI Liberty Preferred Stock.  The fact that, although holders of GCI Liberty Series B common stock will have appraisal rights in connection with the transactions, the holders of GCI Liberty Series A common stock and GCI Liberty Preferred Stock will not have appraisal rights.



•

Realization of Benefits.  The risk that the full strategic and financial benefits expected to result from the combination may not be realized fully or at all or may take longer to realize than expected.



•

Debt.  The expectation that upon completion of the combination, Liberty Broadband will be more leveraged with debt, which could adversely affect Liberty Broadband's future business plans and ability to raise capital.



•

Failure to Qualify as Reorganization.  The possibility that either Skadden or Debevoise would be unable to deliver its reorganization tax opinion, which could prevent the combination from closing, or that the IRS could assert that the combination otherwise failed to qualify as a “reorganization,” notwithstanding the delivery of such opinions, which could result in material adverse consequences to GCI Liberty, Liberty Broadband, and their respective stockholders.



•

Failure to Qualify as a Tax-Free Distribution.  The possibility that if the combination causes the GCI Liberty Split-off to fail to qualify as a tax-free distribution for U.S. federal income tax purposes, Liberty Broadband and GCI Liberty could suffer material adverse consequences.



•

Risk Factors.  The various other applicable risks associated with Liberty Broadband and GCI Liberty and the combination, including the risks described in the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and entitled “Risk Factors.”

        The GCI Liberty special committee and the GCI Liberty Board concluded that the potentially negative factors associated with the proposed combination were outweighed by other factors as discussed above. Further, despite the foregoing risks and other potentially negative factors, the GCI Liberty special committee and the GCI Liberty Board believe that the combination is procedurally fair based on the procedural safeguards implemented during the negotiation of the combination as discussed above. Accordingly, the GCI Liberty Board determined that the merger agreement and the other transaction documents, and the transactions contemplated thereby (including the transactions contemplated by the voting agreements and the exchange agreement), are advisable and fair to, and in the best interests of, GCI Liberty and its stockholders (other than the Malone Group, the Maffei Group, each of their respective Affiliates and the Company Section 16 Officers).

        The GCI Liberty special committee did not consider liquidation value of GCI Liberty to be a relevant methodology because (i) it considered GCI Liberty to be a viable going concern, (ii) it believed that liquidation sales generally result in proceeds substantially less than sales of going concerns and (iii) GCI Liberty will continue to operate its business following the combination.

        Further, the GCI Liberty special committee did not consider net book value, which is an accounting concept, as a factor because (i) it believed that net book value is not a material indicator of the value of GCI Liberty as a going concern but rather is indicative of historical costs and (ii) net book value does not take into account the prospects of GCI Liberty, market conditions, trends in the industries in which GCI Liberty operates or the business risks inherent in those industries.

        The GCI Liberty special committee did not seek to determine a pre-merger going concern value for GCI Liberty to determine the fairness of the combination to the unaffiliated stockholders of GCI Liberty because following the combination GCI Liberty will have a different capital structure, cost profile and operating strategy. However, in its consideration of the fairness of the combination to the unaffiliated stockholders of GCI Liberty, the GCI Liberty special committee considered the financial analyses presented by Evercore, which included a net asset valuation of GCI Liberty on a sum-of-the-

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parts basis. The material financial analyses reviewed with the GCI Liberty special committee by Evercore are summarized below under "Special Factors—Opinion of the GCI Liberty Special Committee's Financial Advisor".

        The GCI Liberty special committee did not consider the purchase prices of GCI Liberty Series A common stock paid by GCI Liberty for purchases during the two years prior to the GCI Liberty special committee's approval of the combination as the GCI Liberty special committee did not consider those prices (which all relate to repurchases prior to April of 2019) to represent the best available indicator of GCI Liberty's pre-merger value but rather to be solely indicative of historical prices over such two-year period. See the section entitled "Transactions in GCI Liberty Capital Stock" for a summary of GCI Liberty's transactions in its capital stock during the past two years. Further, the GCI Liberty special committee did not consider such prices indicative of the future market prices of GCI Liberty capital stock as a stand-alone company due to the rapidly changing nature of the industries in which GCI Liberty operates, the current and prospective business climate in which GCI Liberty operates, and the risks and uncertainty of GCI Liberty remaining a public company, and because the GCI Liberty special committee considered the premium to be received by GCI Liberty stockholders (including the unaffiliated stockholders), as described above, at the time the merger consideration was announced as a more relevant factor in determining the fairness of the combination to the unaffiliated stockholders of GCI Liberty.

        In considering the recommendation of the GCI Liberty Board that the GCI Liberty stockholders vote to approve the adoption of the merger agreement and the combination contemplated thereby, GCI Liberty stockholders should be aware that the executive officers and directors of GCI Liberty may have certain interests in the combination that may be different from, or in addition to, the interests of GCI Liberty stockholders generally. Excepting only the Liberty Broadband Board's intention to appoint Gregg L. Engles and Sue Ann Hamilton as board members following the completion of the combination, which was not discussed with Mr. Engles or Ms. Hamilton nor were Mr. Engles or Ms. Hamilton aware of such intention prior to the execution of the merger agreement, the GCI Liberty special committee and the GCI Liberty Board were aware of, and considered, these interests when approving the merger agreement and recommending that the GCI Liberty stockholders vote to approve the GCI Liberty merger proposal. For more information on these interests, see “—Interests of GCI Liberty Directors and Executive Officers in the Combination.”

        The GCI Liberty Board and the GCI Liberty special committee considered the opinion and financial analysis of Evercore, as more fully described below under the heading “—Opinion of the GCI Liberty Special Committee's Financial Advisor.”

        The GCI Liberty Board and the GCI Liberty special committee did not consider any offers made by any unaffiliated person, other than Liberty Broadband, during the past two years for a merger, sale of all or a substantial part of GCI Liberty's assets, or a purchase of a controlling amount of GCI Liberty capital stock because no such offers were made during that time period.

        The foregoing discussion summarizes the material information and factors considered by the GCI Liberty Board and GCI Liberty special committee in its consideration of the proposed combination. The GCI Liberty Board, with the unanimous recommendation of the GCI Liberty special committee, unanimously determined, in light of the factors described above and other factors that each member of the GCI Liberty Board felt were appropriate, that the merger agreement and the other transaction documents, and the transactions contemplated thereby (including the transactions contemplated by the voting agreements and the exchange agreement), are advisable and fair to, and in the best interests of, GCI Liberty and its stockholders (other than the Malone Group, the Maffei Group, each of their respective Affiliates and the Company Section 16 Officers). In view of the variety of factors and the quality and amount of information considered, the GCI Liberty Board and GCI Liberty special committee did not find it practicable to, and did not, make specific assessments of, quantify or

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otherwise assign relative weights to the specific factors considered in reaching their determinations and, instead, made their determinations after consideration of all factors taken together. Individual members of the GCI Liberty Board may have given different weights to different factors.

        The explanation of GCI Liberty's reasons for the combination and other information presented in this section is forward-looking in nature and, accordingly, should be read in light of the factors described under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

        The GCI Liberty Board unanimously recommends that GCI Liberty stockholders vote “FOR” the GCI Liberty merger proposal and “FOR” the GCI Liberty adjournment proposal.

Opinion of the Liberty Broadband Special Committee's Financial Advisor

        The Liberty Broadband special committee retained Perella Weinberg Partners to act as its financial advisor in connection with the first merger. The Liberty Broadband special committee selected Perella Weinberg Partners based on its qualifications, expertise and reputation and its knowledge of the business and affairs of Liberty Broadband and GCI Liberty and the industries in which Liberty Broadband and GCI Liberty conduct their respective businesses. Perella Weinberg Partners, as part of its investment banking business, is continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions and other transactions as well as for corporate and other purposes.

        As part of the engagement, the Liberty Broadband special committee requested that Perella Weinberg Partners evaluate the fairness of the Common Consideration in connection with the first merger, from a financial point of view, to all stockholders of Liberty Broadband other than GCI Liberty, the Malone Group, the Maffei Group, each of their respective Affiliates and Parent Section 16 Officers. Perella Weinberg Partners rendered its oral opinion to the Liberty Broadband special committee on August 5, 2020, which was subsequently confirmed in writing, that, as of August 5, 2020 and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Common Consideration to be paid in connection with the first merger pursuant to the merger agreement was fair, from a financial point of view, to the stockholders of Liberty Broadband other than GCI Liberty, the Malone Group, the Maffei Group, each of their respective Affiliates and Parent Section 16 Officers.

        The full text of Perella Weinberg Partners' written opinion, dated August 5, 2020, which sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken by Perella Weinberg Partners, is attached to this joint proxy statement/prospectus as Annex B and is incorporated by reference herein. Liberty Broadband stockholders are urged to read Perella Weinberg Partners' opinion carefully and in its entirety. Perella Weinberg Partners provided its opinion for the information and assistance of the Liberty Broadband special committee and the Liberty Broadband Board in connection with, and for the purposes of their evaluation of, the first merger. The opinion was not intended to be and does not constitute a recommendation to the Liberty Broadband special committee or the Liberty Broadband Board or to any other persons in respect of the first merger, including as to whether or how any holder of the Liberty Broadband Series A common stock or Liberty Broadband Series B common stock should vote or otherwise act with respect to the first merger or any other matter. In addition, Perella Weinberg Partners expressed no opinion as to the fairness of the first merger to, or any consideration received in connection with the first merger by, holders of any class of securities, creditors or other constituencies of Liberty Broadband other than GCI Liberty, the Malone Group, the Maffei Group, each of their Affiliates and Parent Section 16 Officers. In addition, Perella Weinberg Partners' opinion was rendered as of August 5, 2020 and did not consider, and does not give effect to, the sale of Evite on September 14, 2020. This summary is qualified in its entirety by reference to the full text of the opinion.

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        In arriving at its opinion, Perella Weinberg Partners, among other things:

•

reviewed certain publicly available financial statements and other business and financial information with respect to Liberty Broadband and GCI Liberty, as well as Charter and LendingTree, which GCI Liberty has holdings in, including research analyst reports;



•

reviewed certain internal financial statements, analyses and forecasts relating to the business of Liberty Broadband, including Liberty Broadband's wholly owned subsidiary Skyhook, prepared by management of Liberty Broadband (the “Liberty Broadband Forecasts”), certain internal financial statements, analyses and forecasts relating to the business of GCI Liberty, including GCI Liberty's wholly owned subsidiaries, GCI Holdings and Evite, prepared by management of GCI Liberty (the “GCI Liberty Forecasts”) and approved for Perella Weinberg Partners' use by management of Liberty Broadband, certain operating synergies projected by management of Liberty Broadband (the “Synergies”), and certain estimates of net operating loss utilization for the pro forma combined company prepared by the management of Liberty Broadband (the “NOL Estimates”) and other internal financial information and operating data relating to the business of Liberty Broadband and GCI Liberty, in each case, prepared by management of Liberty Broadband and management of GCI Liberty, respectively, and approved for Perella Weinberg Partners' use by management of Liberty Broadband;



•

reviewed certain publicly available financial forecasts relating to Liberty Broadband, Charter, LendingTree and GCI Liberty, as well as publicly available financial valuations of Liberty Broadband's wholly owned subsidiary Skyhook and GCI Liberty's wholly owned subsidiaries, GCI Holdings and Evite;



•

discussed the past and current operations, financial condition and prospects of Liberty Broadband and GCI Liberty with managements of Liberty Broadband and GCI Liberty and the Liberty Broadband special committee;



•

compared the financial performance of Skyhook, GCI Holdings and Evite, with that of certain publicly-traded companies which Perella Weinberg Partners believed to be generally relevant;



•

compared the financial terms of the first merger with the publicly available financial terms of certain transactions which Perella Weinberg Partners believed to be generally relevant;



•

reviewed the historical trading prices and trading activity of the GCI Liberty Series A common stock, GCI Liberty Series B common stock, Liberty Broadband Series A common stock, Liberty Broadband Series B common stock, Liberty Broadband Series C common stock, Charter and LendingTree;



•

participated in discussions among representatives of Liberty Broadband and GCI Liberty and their respective advisors;



•

reviewed a draft dated August 4, 2020 of the merger agreement, a draft dated August 4, 2020 of the GCI Liberty voting agreement, a draft dated August 4, 2020 of the Liberty Broadband voting agreement and a draft dated August 4, 2020 of the exchange agreement; and



•

conducted such other financial studies, analyses and investigations, and considered such other factors, as Perella Weinberg Partners deemed appropriate.

        In arriving at its opinion, Perella Weinberg Partners assumed and relied upon, without assuming any responsibility for independent verification, the accuracy and completeness of the financial and other information supplied or otherwise made available to, discussed with, or otherwise reviewed by Perella Weinberg Partners (including information that was available from generally recognized public sources). Perella Weinberg Partners further relied upon the assurances of management of Liberty Broadband that, to the best of their knowledge, the information furnished by them for purposes of Perella

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Weinberg Partners' analysis was true and correct in all material respects and did not contain any material misstatement of fact or omit to state any material fact necessary to make the statements contained therein not misleading. With respect to the Liberty Broadband Forecasts, GCI Liberty Forecasts and the Synergies, Perella Weinberg Partners was advised by management of Liberty Broadband and assumed, with the Liberty Broadband special committee's consent, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of Liberty Broadband and GCI Liberty as to the future financial performance of Liberty Broadband and GCI Liberty and the other matters covered thereby and Perella Weinberg Partners expressed no view as to such Liberty Broadband Forecasts, GCI Liberty Forecasts or Synergies or the assumptions on which they were based. With respect to the NOL Estimates, Perella Weinberg Partners was advised by management of Liberty Broadband and assumed, with the Liberty Broadband special committee's consent, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management of Liberty Broadband as to the future net operating loss utilization by the pro forma combined company, and Perella Weinberg Partners expressed no view as to such NOL Estimates or the assumptions on which they were based. In arriving at its opinion, Perella Weinberg Partners did not make and was not furnished with any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of Liberty Broadband or GCI Liberty, nor did Perella Weinberg Partners assume any obligation to conduct, nor did it conduct, any physical inspection of the properties or facilities of Liberty Broadband or GCI Liberty. In addition, Perella Weinberg Partners did not evaluate the solvency of any party to the merger agreement, including under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Perella Weinberg Partners assumed that, in all respects material to its analysis, the representations and warranties of each party contained in the merger agreement were true and correct, the final merger agreement would not differ in any material respect relevant to its opinion from the draft merger agreement reviewed by Perella Weinberg Partners and the first merger would be consummated in accordance with the terms set forth in the merger agreement, without material modification, waiver or delay the effect of which would in any way be meaningful for its analysis. In addition, Perella Weinberg Partners assumed that in connection with the receipt of all the necessary approvals of the proposed first merger, no delays, limitations, conditions or restrictions would be imposed that could have an adverse effect on Liberty Broadband or GCI Liberty, in any way meaningful for its analysis. Perella Weinberg Partners relied as to all legal matters relevant to rendering its opinion upon the advice of counsel.

        Perella Weinberg Partners' opinion addressed only the fairness, as of the date thereof, of the Common Consideration in connection with the first merger, from a financial point of view, to the stockholders of Liberty Broadband other than GCI Liberty, the Malone Group, the Maffei Group, each of their respective Affiliates and the Parent Section 16 Officers. Perella Weinberg Partners was not asked to, nor did Perella Weinberg Partners offer, any opinion as to any other term of the merger agreement, the exchange agreement, or any other document contemplated by or entered into in connection with the merger agreement, the form or structure of the first merger or the likely timeframe in which the first merger will be consummated. Perella Weinberg Partners expressed no opinion as to the preferred merger consideration to be paid by Liberty Broadband in connection with the first merger. In addition, Perella Weinberg Partners expressed no opinion as to the relative value of the Liberty Broadband Series B common stock and the Liberty Broadband Series C common stock included in the Common Consideration, or the fairness of the amount or nature of any compensation to be paid to any officers, directors or employees of any parties to the first merger, or any class of such persons, whether relative to the exchange ratio to be paid by Liberty Broadband pursuant to the merger agreement or otherwise. Perella Weinberg Partners expressed no opinion as to the price or range of prices at which the Liberty Broadband Series A common stock, the Liberty Broadband Series B common stock or the Liberty Broadband Series C common stock would trade. Perella Weinberg Partners expressed no opinion as to the underlying decision by the Liberty Broadband special

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committee, the Liberty Broadband Board, its security holders or any other party to engage in the first merger or as to the relative merits of the first merger compared with any alternative transactions or business strategies. Nor did Perella Weinberg Partners express any opinion as to any tax or other consequences that may result from the transactions contemplated by the merger agreement or any other transaction document, nor did Perella Weinberg Partners' opinion address any legal, tax, regulatory or accounting matters, as to which Perella Weinberg Partners understood Liberty Broadband received such advice as it deemed necessary from qualified professionals. Perella Weinberg Partners' opinion did not address the underlying business decision of Liberty Broadband to enter into the first merger or the relative merits of the first merger as compared with any other strategic alternative that may have been available to Liberty Broadband. In addition, Perella Weinberg Partners' opinion was rendered as of August 5, 2020 and did not consider, and does not give effect to, the sale of Evite on September 14, 2020.

        Perella Weinberg Partners' opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date thereof. It should be understood that subsequent developments may affect Perella Weinberg Partners' opinion and the assumptions used in preparing it, and Perella Weinberg Partners does not have any obligation to update, revise, or reaffirm its opinion. The issuance of Perella Weinberg Partners' opinion was approved by a fairness opinion committee of Perella Weinberg Partners.

Summary of Material Financial Analyses

        The following is a summary of the material financial analyses performed by Perella Weinberg Partners and reviewed by the Liberty Broadband special committee in connection with Perella Weinberg Partners' opinion relating to the first merger and does not purport to be a complete description of the financial analyses performed by Perella Weinberg Partners. The order of analyses described below does not represent the relative importance or weight given to those analyses by Perella Weinberg Partners. Some of the summaries of the financial analyses provided below include information presented in tabular format. In order to fully understand Perella Weinberg Partners' analyses, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Perella Weinberg Partners' analyses. Considering the data in the tables below without considering the full description of the analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Perella Weinberg Partners' analyses.

        Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before August 4, 2020 and is not necessarily indicative of current market conditions.

Exchange Ratio Over Time

        Perella Weinberg Partners observed the high, low, average and median ratios of the price of GCI Liberty Series A common stock to the price of the Liberty Broadband Series C common stock for certain periods since March 12, 2018, the first trading day following the GCI Liberty Split-off, including each of the 30-day, 90-day, 180-day and 360-day periods ended on August 4, 2020, each based on trading days. For each day in the applicable period, Perella Weinberg Partners divided the applicable closing price per share of GCI Liberty Series A common stock by the applicable closing price per share

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of Liberty Broadband Series C common stock to calculate the historical exchange ratio as of such day. The results of these calculations are summarized in the following table:

Historical GCI Liberty Series A common stock / Liberty Broadband Series C common stock Exchange Ratio

        Perella Weinberg Partners also observed the ratio of the price of GCI Liberty Series A common stock to the price of the Liberty Broadband Series C common stock of 0.569 on August 4, 2020 and the ratio of the price of GCI Liberty Series A common stock to the price of the Liberty Broadband Series C common stock of 0.536 on June 29, 2020, which represented the last trading day prior to Liberty Broadband and GCI Liberty filing Forms 8-K including disclosure of a potential transaction between Liberty Broadband and GCI Liberty at a possible exchange ratio of 0.580 for GCI Liberty Series A common stock and GCI Liberty Series B common stock (GCI Liberty Series A common stock to receive Liberty Broadband Series C common stock and GCI Liberty Series B common stock to receive Liberty Broadband Series B common stock). Perella Weinberg Partners then compared these historical exchange ratios against the exchange ratio of 0.580 provided for in the merger agreement.

Exchange Ratio Analysis

        Perella Weinberg Partners performed an implied exchange ratio analysis by calculating the adjusted net asset value for each of Liberty Broadband and GCI Liberty and deriving exchange ratios therefrom. In determining the adjusted net asset value of GCI Liberty, Perella Weinberg Partners performed three separate analyses of GCI Liberty's GCI Holdings business, a selected publicly traded companies analysis, a selected precedent transactions analysis and a discounted cash flow analysis. The exchange ratios derived based on the three different valuation methods of GCI Holdings are set forth below in “—GCI Holdings—Selected Publicly Traded Companies Analysis,” “—GCI Holdings—Selected Transactions Analysis” and “—GCI Holdings—Discounted Cash Flow Analysis.”

Liberty Broadband Net Asset Value Analysis

        Perella Weinberg Partners performed a net asset value (“NAV”) analysis of Liberty Broadband, for use in its analysis described above under “—Exchange Ratio Analysis,” to derive a range of values per share of Liberty Broadband common stock. For purposes of this analysis, Perella Weinberg Partners performed separate analyses for the following:

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Liberty Broadband's holdings in common stock of Charter,



•

Liberty Broadband's Skyhook business, and



•

Liberty Broadband's corporate costs.

        With respect to Liberty Broadband's Charter common stock interest, Perella Weinberg Partners multiplied the closing market price on August 4, 2020 of Charter's Class A common stock by the total number of shares of Charter Class A common stock held by Liberty Broadband to derive a total value for Liberty Broadband's Charter common stock interest of $32,465 million.

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        With respect to Skyhook, Perella Weinberg Partners performed a selected publicly traded companies analysis and a selected precedent transactions analysis. Based on these analyses and on professional judgments made by Perella Weinberg Partners, Perella Weinberg Partners applied ranges of multiples of 1.5x to 3.0x to Skyhook's fiscal year 2020 estimated revenue provided by Liberty Broadband management to derive a range of estimated implied enterprise values for Skyhook of approximately $26 million to $52 million.

        Perella Weinberg Partners then derived a range of adjusted NAV for Liberty Broadband by: (i) adding the value of Liberty Broadband's Charter common stock interest, (ii) adding the range of enterprise values it derived for Skyhook, (iii) subtracting Liberty Broadband's net debt of $558 million provided by Liberty Broadband management and (iv) subtracting the net present value of a range of corporate costs of $490 million to $688 million (based on the Liberty Broadband Forecasts and calculated using perpetuity growth rates ranging from 1.75% to 2.25% and using discount rates ranging from 5.80% to 6.80% based on professional judgments made by Perella Weinberg Partners) (the sum of (i) through (iv), the “Liberty Broadband Adjusted NAV Range”). Perella Weinberg Partners then divided the Liberty Broadband Adjusted NAV Range by the total number of fully diluted shares (using the treasury stock method) of Liberty Broadband common stock outstanding as of June 30, 2020, provided by Liberty Broadband management, resulting in a Liberty Broadband adjusted NAV per share range of $170.54 to $171.75 (the “Liberty Broadband Adjusted NAV Per Share Range”). Perella Weinberg Partners compared the Liberty Broadband Adjusted NAV Per Share Range to the share prices of $139.55 for the Liberty Broadband Series A common stock, $139.00 for the Liberty Broadband Series B common stock and $142.07 for the Liberty Broadband Series C common stock at the close of the market on August 4, 2020.

GCI Liberty Net Asset Value Analysis

        Perella Weinberg Partners also performed a NAV analysis of GCI Liberty, for use in its analysis described above under “—Exchange Ratio Analysis,” to derive ranges of values per share of GCI Liberty common stock. For purposes of this analysis, Perella Weinberg Partners performed separate analyses, for the following:

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GCI Liberty's holdings in common stock of Liberty Broadband,



•

GCI Liberty's holdings in common stock of Charter,



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GCI Liberty's holdings in common stock of LendingTree,



•

the GCI Holdings business,



•

GCI Liberty's Evite business,



•

GCI Liberty's corporate costs,



•

estimated transaction costs,



•

corporate cost synergies,



•

net operating losses, and



•

corporate costs tax savings.

        With respect to GCI Liberty's Liberty Broadband common stock interest, Perella Weinberg Partners multiplied the closing market price on August 4, 2020 of Liberty Broadband's Series C common stock by the total number of shares of Liberty Broadband Series C common stock held by GCI Liberty to derive a total value for GCI Liberty's Liberty Broadband common stock interest of $6,064 million.

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        With respect to GCI Liberty's Charter common stock interest, Perella Weinberg Partners multiplied the closing market price on August 4, 2020 of Charter's Class A common stock by the total number of shares of Charter Class A common stock held by GCI Liberty to derive a total value for GCI Liberty's Charter common stock interest of $3,215 million.

        With respect to GCI Liberty's LendingTree common stock interest, Perella Weinberg Partners multiplied the closing market price on August 4, 2020 of LendingTree's common stock by the total number of shares of LendingTree common stock held by GCI Liberty to derive a total value for GCI Liberty's LendingTree common stock interest of $1,160 million.

        With respect to GCI Holdings, Perella Weinberg Partners performed a selected publicly traded companies analysis as described below in “—GCI Holdings—Selected Publicly Traded Companies Analysis,” a selected precedent transactions analysis as described below in “—GCI Holdings—Selected Transactions Analysis” and a discounted cash flow analysis as described below under “—GCI Holdings—Discounted Cash Flow Analysis.”

        With respect to Evite, Perella Weinberg Partners performed a selected publicly traded companies analysis and a selected precedent transactions analysis. Based on these analyses and on professional judgments made by Perella Weinberg Partners, Perella Weinberg Partners applied ranges of multiples of 1.5x to 2.5x to Evite's fiscal year 2020 estimated revenue provided by GCI Liberty management to derive a range of estimated enterprise values for Evite of approximately $19 million to $32 million. Perella Weinberg Partners' opinion did not consider, and gives no effect to, GCI Liberty's sale of Evite on September 14, 2020.

        For each of the three valuation methodologies for GCI Holdings, Perella Weinberg Partners derived ranges of adjusted NAV for GCI Liberty by: (i) adding the value of GCI Liberty's Liberty Broadband, Charter and LendingTree common stock interests, (ii) adding the applicable range of enterprise values it derived for GCI Holdings based on the applicable valuation methodology, (iii) adding the range of enterprise values it derived for Evite, (iv) subtracting GCI Liberty's net debt of $3,130 million provided by GCI Liberty management, (v) subtracting GCI Liberty's mandatorily redeemable preferred stock of $180 million, (vi) subtracting the net present value of a range of corporate costs of $336 million to $453 million (based on the GCI Liberty Forecasts and calculated using perpetuity growth rates ranging from 1.75% to 2.25% and using discount rates from 6.35% to 7.35% based on professional judgments made by Perella Weinberg Partners), (vii) subtracting estimated combined transaction costs of $51 million provided by Liberty Broadband management and GCI Liberty management, (viii) adding the net present value of a range of corporate cost synergies from $44 million to $104 million (based on the Synergies and calculated using perpetuity growth rates ranging from 1.75% to 2.25% and using discount rates from 5.80% to 6.80% based on professional judgments made by Perella Weinberg Partners), (ix) adding the net present value of a range of net operating losses from $114 million to $119 million (based on the NOL Estimates and calculated using discount rates from 5.80% to 6.80% based on professional judgments made by Perella Weinberg Partners) and (x) adding the net present value of a range of corporate costs tax savings provided by Liberty Broadband management of $115 million to $162 million (calculated using perpetuity growth rates ranging from 1.75% to 2.25% and using discount rates from 5.80% to 6.80% based on professional judgments made by Perella Weinberg Partners) (the sum of (i) through (x), a “GCI Liberty Adjusted NAV Range”). For purposes of valuing the stock interests in clause (i) above, with respect to GCI Liberty's Liberty Broadband common stock interest, Perella Weinberg Partners utilized the Liberty Broadband Adjusted NAV Per Share Range of $170.54 to $171.75 instead of the closing market price on August 4, 2020 of $142.07 and, with respect to the Charter and LendingTree common stock interests, Perella Weinberg Partners utilized the closing stock prices on August 4, 2020. Perella Weinberg Partners then divided the applicable GCI Liberty Adjusted NAV Range by the total number of fully diluted shares (using the treasury stock method) of GCI Liberty common stock outstanding as of June 30, 2020, provided by GCI Liberty management, to calculate the GCI Liberty Adjusted NAV

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per share range (a “GCI Liberty Adjusted NAV Per Share Range”). Perella Weinberg Partners compared the GCI Liberty Adjusted NAV Per Share Range to the share prices of $80.90 for the GCI Liberty Series A common stock and $81.00 for the GCI Liberty Series B common stock at the close of the market on August 4, 2020.

        For the purposes of the exchange ratio analysis, Perella Weinberg Partners also calculated GCI Liberty Adjusted NAV Ranges excluding certain items by subtracting from the GCI Liberty Adjusted NAV Range the net present value ranges of corporate cost synergies, net operating losses and corporate costs tax savings. Perella Weinberg Partners then divided these ranges by the total number of fully diluted shares (using the treasury stock method) of GCI Liberty common stock outstanding as of June 30, 2020, provided by GCI Liberty management, to calculate the GCI Liberty adjusted NAV excluding certain items per share range (a “GCI Liberty Adjusted NAV Ex. Certain Items Per Share Range”). Perella Weinberg Partners then compared the GCI Liberty Adjusted NAV Ex. Certain Items Per Share Range to the share prices of $80.90 for the GCI Liberty Series A common stock and $81.00 for the GCI Liberty Series B common stock at the close of the market on August 4, 2020.

        The applicable GCI Liberty Adjusted NAV Per Share Ranges and GCI Liberty Adjusted NAV Ex. Certain Items Per Share Ranges based on the applicable GCI Holdings analysis are set forth below under “—GCI Holdings—Selected Publicly Traded Companies Analysis,” “—GCI Holdings—Selected Transactions Analysis” and “—GCI Holdings—Discounted Cash Flow Analysis.”

GCI Holdings—Selected Publicly Traded Companies Analysis

        Perella Weinberg Partners performed a selected publicly traded companies analysis of GCI Holdings, for use in its analysis described under “—GCI Liberty Net Asset Value Analysis.” Perella Weinberg Partners reviewed and compared certain financial information for GCI Holdings with corresponding financial information, ratios and public market multiples for the certain selected publicly traded companies in the wireless, regional wireless/cable, cable/broadband and enterprise/business services industries (the “Selected GCI Holdings Publicly Traded Companies”). Although none of the Selected GCI Holdings Publicly Traded Companies is identical to GCI Holdings, Perella Weinberg Partners selected these companies because they had publicly traded equity securities and were deemed to be similar to GCI Holdings in one or more respects, including operating in the aforementioned industries.

        For each of the Selected GCI Holdings Publicly Traded Companies, Perella Weinberg Partners calculated and compared financial information and various financial market multiples and ratios based on company filings for historical information and consensus third-party research estimates for forecasted information. For GCI Holdings, Perella Weinberg Partners made calculations based on company filings for historical information and the GCI Liberty Forecasts for forecasted information.

        With respect to each of the Selected GCI Holdings Publicly Traded Companies, Perella Weinberg Partners calculated (i) the ratio of its enterprise value to last twelve months earnings before interest, taxes, depreciation and amortization, and reduced by stock based compensation expense (“EBITDA”) as of the latest publicly reported quarterly figures (“EV/LTM EBITDA”) and (ii) the ratio of enterprise value to estimated calendar year 2020 EBITDA (“EV/2020E EBITDA”). For the purpose of these analyses and based on professional judgments made by Perella Weinberg Partners, certain pro forma and other adjustments were made to the Selected GCI Holdings Publicly Traded Companies to reflect

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additional publicly available information and enhance comparability. The results of these analyses are summarized in the following table:

EV/EBITDA Multiples