Constitution Communications, Inc. (NASDAQ: CHTR) (together with its subsidiaries, “Constitution”) at this time introduced that it has accomplished its beforehand introduced transaction with Cox Communications (“Cox”) and the acquisition of Liberty Broadband Company (“Liberty Broadband”). These transformative transactions create the main broadband and video firm within the nation and the quickest rising cellular supplier in its footprint, with seamless connectivity and video leisure, and high-quality customer support delivering highly effective advantages for patrons, native communities, staff and shareholders.
The Cox Transaction
A subsidiary of Cox Enterprises, Inc. (“Cox Enterprises”) obtained:
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Roughly 33.6 million widespread models in Constitution’s present partnership (“Constitution Holdings”), with an implied worth of roughly $5 billion, and that are exchangeable for Constitution widespread shares.
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$6 billion of convertible most popular models of Constitution Holdings, with a 6.875% coupon, that are convertible into 12.6 million widespread models of Constitution Holdings, and that are exchangeable for Constitution widespread shares.
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And a complete of roughly $4 billion in money.
In mixture, Constitution issued the equal of simply over 46 million Constitution shares to a subsidiary of Cox Enterprises. Primarily based on Constitution’s share depend as of June 30, 2026, and giving impact to the closing of the Liberty Broadband merger and the Cox transaction, Cox Enterprises and its subsidiaries now personal roughly 26% of the mixed entity’s absolutely diluted shares excellent, on an as-converted, as-exchanged foundation. Moreover, roughly $12 billion of Cox debt and finance leases will stay excellent at subsidiaries of Constitution on account of the transaction.
The Liberty Broadband Transaction
Concurrent with the closing of the Cox transaction, Constitution closed its transaction with Liberty Broadband. Beneath the phrases of the settlement, every holder of Liberty Broadband Sequence A standard inventory, Sequence B widespread inventory, and Sequence C widespread inventory (collectively, “Liberty Broadband widespread inventory”) obtained 0.236 of a share of Constitution widespread inventory per share of Liberty Broadband widespread inventory held, with money paid in lieu of fractional shares. Every holder of Liberty Broadband Sequence A cumulative redeemable most popular inventory (“Liberty Broadband most popular inventory”) obtained one share of newly issued Constitution cumulative redeemable most popular inventory (“Constitution most popular inventory”) per share of Liberty Broadband most popular inventory held, which Constitution most popular inventory will considerably mirror the present phrases of the Liberty Broadband most popular inventory.
On account of the transaction, Constitution retired roughly 38.6 million Constitution shares beforehand owned by Liberty Broadband and issued roughly 33.9 million shares to holders of Liberty Broadband widespread inventory at closing, leading to a internet lower of roughly 4.7 million Constitution shares excellent. At shut, Constitution assumed roughly $840 million of Liberty Broadband internet debt that shall be repaid shortly after closing, and $180 million of most popular fairness that turned Constitution most popular fairness upon the shut of the transaction.
Learn the complete press launch right here.
