PROSPECTUS
LIBERTY LATIN AMERICA LTD.
Class C Common Shares, par value $0.01 per share
Subscription Rights to Purchase up to 49,019,607 Class C Common Shares at $7.14 per
Share*
Liberty Latin
America Ltd. (Liberty Latin America, which is also referred to in this prospectus as we, us, our or the company) is an international provider of fixed, mobile and subsea telecommunications services. Through our
subsidiaries, we provide residential and business-to-business (B2B) services in (i) over 20 countries, primarily in Latin America and the Caribbean, through
Cable & Wireless Communications Limited (C&W), (ii) Chile, through VTR Finance NV (VTR Finance), formerly known as VTR Finance B.V., and its subsidiaries, which includes VTR.com SpA (VTR), (iii) Puerto Rico, through
Liberty Communications PR Holding LP (Liberty PR), formerly known as Leo Cable LP, and its subsidiaries, which includes Liberty Communications of Puerto Rico LLC, formerly known as Liberty Cablevision of Puerto Rico LLC (LCPR),
collectively Liberty Puerto Rico, and (iv) Costa Rica, through LBT CT Communications, S.A. (LBT CT) and its subsidiary, Cabletica S.A. (Cabletica).
We are distributing (the rights distribution) to holders of our Class A common shares, Class B common shares and Class C
common shares (each as defined below) 0.2690 of a subscription right (a Class C Right or a right) to purchase one Class C common share for each Class A common share, Class B common share and
Class C common share (the rights offering) held as of 5:00 p.m., New York City time, on September 8, 2020 (the rights distribution record date).
If all conditions to the rights distribution are satisfied, at 5:00 p.m., New York City Time, on September 10, 2020 (the rights
distribution date):
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You will receive 0.2690 of a Class C Right for each Class A common share, par value $0.01 per share
(Class A common share or LILA), held by you as of the rights distribution record date;
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You will receive 0.2690 of a Class C Right for each Class B common share, par value $0.01 per share
(Class B common share or LILAB), held by you as of the rights distribution record date; and
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You will receive 0.2690 of a Class C Right for each Class C common share, par value $0.01 per share
(Class C common share or LILAK, and together with LILA and LILAB, the common shares), held by you as of the rights distribution record date.
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The total number of Class C Rights to be issued to you will be rounded up to the nearest whole number (after taking into account the aggregate number of
Class C Rights you would otherwise be entitled to receive in respect of the aggregate number of common shares held of record by you as a result of the rights offering). Such rounding will be made with respect to each beneficial shareholder.
The maximum number of Class C Rights to be issued in the rights distribution pursuant to which our rightsholders may acquire an
equivalent number of our Class C common shares is 49,019,607.*
The rights offering will commence on September 11, 2020. In the
rights offering, each Class C Right will entitle the holder to a basic subscription privilege and an oversubscription privilege. Under the basic subscription privilege, each whole Class C Right entitles its holder to purchase one
Class C common share at a subscription price of $7.14, which is equal to an approximate 25% discount to the volume weighted average trading price of our Class C common shares beginning on August 31, 2020 and ending on (and including)
September 2, 2020 (such price, the subscription price, and such trading day period, the subscription price determination period). Under the oversubscription privilege, each rightsholder which exercises its basic subscription
privilege, in full, will have the right to subscribe, at the subscription price, for up to that number of Class C common shares which are not purchased by rightsholders under their basic subscription privilege. If a rightsholder delivers an
oversubscription request for Class C common shares and we receive oversubscription requests for more Class C common shares than we have available for oversubscription, the rightsholder will receive its pro rata portion of the available
Class C common shares based on the number of shares it purchased under its basic subscription privilege or, if less, the number of shares for which it oversubscribed.
All exercises of Class C Rights are irrevocable even if our board determines, in its sole discretion, to extend the expiration time. The
rights offering will expire at 5:00 p.m., New York City time, on September 25, 2020, unless we extend it, with the length of such extension to be determined by our board of directors (or a committee thereof) in its sole discretion. However, we
do not intend to extend the expiration time of the rights offering for more than 25 trading days past the original eleven trading day subscription period.
You are responsible for the method of delivery of rights certificates, any necessary accompanying documents and payment of the
subscription price to the subscription agent. If you send the rights certificates and other items by mail, we recommend that you send them by registered mail, properly insured, with return receipt requested. There may be unexpected delays in mail
processing times as a result of the coronavirus (COVID-19) pandemic. You should allow a sufficient number of days to ensure delivery to the subscription agent and clearance of any payment by uncertified check
prior to the expiration time.
No vote of Liberty Latin Americas shareholders is required or is being sought to authorize or
effectuate the rights offering. No action is required of you to receive your Class C Rights.
We have been informed by John
Malone, a director emeritus of our company, and Searchlight Capital Partners, L.P., who together own approximately 25.4% of the aggregate voting power of our outstanding common shares, that they each intend to exercise in full their respective basic
subscription privileges in the rights offering. In addition, each member of our board and executive management team has advised us that he or she intends to exercise his or her basic subscription rights in full. However, neither we nor our board of
directors (nor any committee thereof) has made any recommendation as to whether you should exercise or transfer your rights. You should decide whether to transfer your rights, subscribe for Class C common shares, or simply take no action with
respect to your rights based on your own assessment of your best interests.
Our Class A common shares and Class C common
shares trade on the Nasdaq Global Select Market under the symbols LILA and LILAK, respectively. Our Class B common shares are quoted on the OTC Grey Markets under the symbol LILAB. We expect to list the
Class C Rights on the Nasdaq Global Select Market on a when-issued basis on September 10, 2020 under the symbol LILRV and in the regular way on September 11, 2020 (the first trading day following
the rights distribution date and the commencement date for the rights offering) under the symbol LILAR.
In reviewing this
prospectus, you should carefully consider the matters described under the caption Risk Factors beginning on page 13.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or has
passed upon the adequacy or accuracy of this prospectus as truthful or complete. Any representation to the contrary is a criminal offense.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
In connection with this offering, J.P. Morgan Securities LLC, the dealer manager for this offering, will receive a fee for its marketing and
soliciting services. See Plan of Distribution.
The dealer manager for the rights offering:
J.P. Morgan
The date of
this prospectus is September 10, 2020.
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Plus additional Class C common shares which may be issued as a result of rounding fractional Class C
Rights up to the nearest whole right as described herein.
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