Quarterly report [Sections 13 or 15(d)]

Debt

v3.26.1
Debt
6 Months Ended
Jun. 30, 2026
Debt  
Debt

(6) Debt

Debt is summarized as follows:

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Outstanding

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  ​ ​ ​

 

principal

Carrying value

 

June 30,

June 30,

December 31,

 

  ​ ​ ​ ​ ​ ​ ​

2026

  ​ ​ ​

2026

  ​ ​ ​ ​ ​ ​ ​

2025

 

 

amounts in millions

Margin Loan Facility

$

864

 

864

 

790

3.125% Exchangeable Senior Debentures due 2053

956

Charter Loan Facility

 

359

 

359

 

Total debt

$

1,223

 

1,223

 

1,746

Debt classified as current

 

 

(864)

 

(956)

Total long-term debt

$

359

 

790

Margin Loan Facility

On June 26, 2024, a bankruptcy remote wholly owned subsidiary of the Company (“SPV”) entered into Amendment No. 8 to Margin Loan Agreement (the “Eighth Amendment”), which amends SPV’s margin loan agreement, dated as of August 31, 2017 (as amended by the Eighth Amendment, the “Margin Loan Agreement”), with a group of lenders. The Margin Loan Agreement provides for (x) a term loan credit facility in an aggregate principal amount of $1.15 billion (the “Term Loan Facility” and proceeds of such facility, the “Term Loans”), (y) a revolving credit facility in an aggregate principal amount of $1.15 billion (the “Revolving Loan Facility” and proceeds of such facility, the “Revolving Loans”; the Revolving Loans, collectively with the Term Loans, the “Loans”) and (z) an uncommitted incremental term loan facility in an aggregate principal amount of up to $200 million (collectively, the “Margin Loan Facility”). No additional borrowings under the Margin Loan Agreement were made in connection with the Eighth Amendment. SPV’s obligations under the Margin Loan Facility are secured by shares of Charter owned by SPV. The Eighth Amendment provided for, among other things, the extension of the scheduled maturity date to June 30, 2027.

As of June 30, 2026, SPV had borrowing capacity of $1,076 million under the Margin Loan Agreement with approximately $218 million available to be drawn, subject to certain funding conditions, which may be drawn until five business days prior to the maturity date. The maturity date of the loans under the Margin Loan Agreement is June 30, 2027; accordingly, the Margin Loan Facility has been classified as current within the condensed consolidated balance sheet as of June 30, 2026. The borrowings under the Margin Loan Agreement accrue interest at a rate equal to the three-month Secured Overnight Financing Rate (“SOFR”) plus a per annum spread of 1.875% (unless and until the replacement of such rate as provided for under the Margin Loan Agreement). The Margin Loan Agreement also has a commitment fee equal to 0.50% per annum on the daily unused amount of the Revolving Loans. The interest rates on the Margin Loan Facility were 5.6% and 6.2% at June 30, 2026 and 2025, respectively.

During the six months ended June 30, 2026, the Company had borrowed $810 million on the Margin Loan Facility in preparation of retiring the 3.125% Debentures due 2053 in April 2026, with partial repayments on the Margin Loan Facility made in the second quarter of 2026.

The Margin Loan Agreement contains various affirmative and negative covenants that restrict the activities of SPV (and, in some cases, the Company and its subsidiaries with respect to shares of Charter owned by the Company and its subsidiaries). The Margin Loan Agreement does not include any financial covenants. The Margin Loan Agreement does contain restrictions related to additional indebtedness and events of default customary for margin loans of this type.

On May 14, 2026, SPV entered into a Limited Waiver to Margin Loan Agreement (the “Limited Waiver”), in connection with the Margin Loan Agreement, with BNP Paribas, New York Branch, as the administrative agent, BNP Paribas, as the calculation agent, and the lenders party thereto from time to time (the “Lenders”). Pursuant to the Limited Waiver, the Lenders waived their right to make adjustments to the terms of the Margin Loan Agreement following the occurrence of a Share Price Event (as defined in the Margin Loan Agreement) and any Potential Adjustment Event (as defined in the Margin Loan Agreement) arising solely due to a Share Price Event, in each case, until the earlier of (a) the date that is six months after the effective date of the Limited Waiver and (b) the date on which the Merger Agreement is terminated.

SPV’s obligations under the Margin Loan Agreement are secured by first priority liens on a portion of the Company’s ownership interest in Charter, sufficient for SPV to meet the loan to value requirements under the Margin Loan Agreement. The Margin Loan Agreement indicates that no lender party shall have any voting rights with respect to the shares pledged as collateral, except to the extent that a lender party buys any shares in a sale or other disposition made pursuant to the terms of the loan agreement. As of June 30, 2026, 19.1 million shares of Charter common stock with a value of $2.7 billion were held in collateral accounts related to the Margin Loan Agreement.

Charter Loan Facility

On May 12, 2026, Liberty Broadband and Charter entered into a loan agreement (the “Charter Loan Agreement”), by and among Liberty Broadband, as borrower, certain of Liberty Broadband’s wholly owned subsidiaries, as guarantors, and Charter, as lender. The Charter Loan Agreement provides for a series of term loans in such amounts as shall be agreed by Liberty Broadband and Charter (the “Charter Loan Facility”). Pursuant to the terms of the Merger Agreement and the Stockholders and Letter Agreement Amendment, on May 12, 2026, Charter advanced a term loan to Liberty Broadband in the aggregate principal amount of approximately $359 million (the “Initial Borrowing”). Borrowings under the Charter Loan Facility bear interest at the Term SOFR applicable to the Term A-7 Loans under Charter’s existing credit agreement plus a margin of 2.00%. Loans under the Charter Loan Facility may be prepaid without penalty or premium upon three (3) business days prior notice to Charter. Any amounts repaid on the Charter Loan Facility may not be reborrowed. Any loans made under the Charter Loan Facility are scheduled to mature on the earlier of (x) the date that is six (6) months after the Drop Dead Date (as defined in, and as may be extended by, the Merger Agreement) and (y) the date that is six (6) months after the date on which the Merger Agreement is terminated. The Charter Loan Facility must be repaid at maturity in cash by Liberty Broadband. Payment of the loans may be accelerated following certain customary events of default. The payment and performance of the obligations under the Charter Loan Agreement are guaranteed by certain of Liberty Broadband’s wholly owned subsidiaries and secured by the equity interests of such subsidiaries. The interest rate on the Charter Loan Facility was 5.7% at June 30, 2026.

 

The Charter Loan Agreement contains certain customary covenants, including covenants that restrict Liberty Broadband and its subsidiaries from making certain intercompany dispositions and other covenants requiring Liberty Broadband and its subsidiaries to provide additional security and guaranties upon reasonable request of Charter and to comply with the interim operating covenants of the Merger Agreement (regardless of whether the Merger Agreement is in effect).

 

Borrowings under the Charter Loan Agreement may be used to repay, repurchase, redeem, prepay or otherwise settle any debt of Liberty Broadband and its subsidiaries as set forth further in the Stockholders and Letter Agreement Amendment. The Initial Borrowing, together with proceeds from repurchases by Charter of shares of Charter common stock held by Liberty Broadband on or prior to the date of the Initial Borrowing, were used to repay $617 million in principal and accrued and unpaid interest under the Margin Loan Facility.

 

Exchangeable Senior Debentures

On February 28, 2023, the Company closed a private offering of $1,265 million aggregate original principal amount of its 3.125% Exchangeable Senior Debentures due 2053 (the “3.125% Debentures due 2053”), including debentures with an aggregate original principal amount of $165 million issued pursuant to the exercise of an option granted to the initial

purchasers. Holders of the 3.125% Debentures due 2053 had the right to require the Company to purchase their 3.125% Debentures due 2053 on April 6, 2026. All outstanding 3.125% Debentures due 2053 were put back to the Company and retired on April 6, 2026, and the Company paid $966 million, including accrued interest, to repurchase the 3.125% Debentures due 2053 on that date, using proceeds from the Margin Loan Facility and restricted cash.

On July 2, 2024, the Company closed a private offering of $860 million aggregate original principal amount of its 3.125% Exchangeable Senior Debentures due 2054 (the “3.125% Debentures due 2054”), including debentures with an aggregate original principal amount of $60 million issued pursuant to the exercise of an option granted to the initial purchasers. In March 2025, at the request of Charter, Liberty Broadband called for redemption all of its 3.125% Debentures due 2054. Pursuant to a supplemental indenture entered into in March 2025, the Company delivered cash to satisfy its exchange obligations. The 3.125% Debentures due 2054 were either redeemed in April 2025 or exchanged in March 2025 (with such exchanges settled in May 2025). During the second quarter of 2025, the Company paid approximately $952 million to settle the 3.125% Debentures due 2054 using corporate cash, restricted cash and proceeds from the Margin Loan Facility.

The Company had elected to account for all of its exchangeable senior debentures at fair value in its condensed consolidated financial statements prior to their respective redemptions. Accordingly, changes in the fair value of these instruments were recognized in Realized and unrealized gains (losses) on financial instruments, net in the accompanying condensed consolidated statements of operations prior to their respective redemptions. See note 4 for information related to unrealized gains (losses) on debt measured at fair value.