Liberty Latin America (LILA) POS EX Additional exhibits for listing

As filed with the Securities and Exchange Commission on December 29, 2017

REGISTRATION NO.333-221608

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

LIBERTY LATIN AMERICA LTD.

(Exact name of Registrant as specified in its charter)

Bermuda	4841	98-1386359
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification code number)	(I.R.S. Employer Identification No.)

Clarendon House,

2 Church Street,

Hamilton HM 11, Bermuda

(441)295-5950

(Address, including zip code, and telephone number, including area code, of Registrant’s

principal executive offices)

Bryan H. Hall

President

Liberty Latin America Ltd.

c/o Liberty Global plc

Griffin House

161 Hammersmith Road

London W6 8BS

United Kingdom

+44.308.483.6449 or 303.220.6600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Robert W. Murray Jr. Renee L. Wilm Beverly B. Reyes Baker Botts L.L.P. 30 Rockefeller Plaza New York, New York 10112 (212)408-2500 George Casey Robert Katz Harald Halbhuber Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 (212)848-4000 Jeremy Kutner Shearman & Sterling (London) LLP 9 Appold Street London, EC2A 2AP United Kingdom +44.20.7655.5000

Approximate date of commencement of proposed sale to the public: As soon as practicable after all conditions to the transactions registered hereby have been satisfied or waived, as applicable.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ☒Registration Number: 333-221608

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒ (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 toForm S-1 amends the Registration Statement onForm S-1 of Liberty Latin America Ltd. (the “Registrant”) (RegistrationNo. 333-221608), as amended prior to the date hereto (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission on December 12, 2017.

At 5:00 p.m. New York City time, today (the “Distribution Date”) (i) Liberty Global plc (“Liberty Global”), the current parent company of the Registrant, will distribute to the holders of its LiLAC ordinary shares all of the Registrant’s common shares and (ii) immediately following the distribution, the LiLAC ordinary shares will be redesignated as deferred shares (with virtually no economic rights) and those deferred shares will be transferred for no consideration to a third-party designee, in each case, in accordance with the Liberty Global articles of association and applicable law (such transactions collectively, the“Split-Off”). Pursuant to theSplit-Off, Liberty Global will distribute to holders of its LiLAC ordinary shares, as a dividend, (i) one Class A common share of the Registrant for each Class A LiLAC ordinary share, (ii) one Class B common share of the Registrant for each Class B LiLAC ordinary share and (iii) one Class C common share of the Registrant for each Class C LiLAC ordinary share, in each case, held by such holder as of the Distribution Date. As a result of theSplit-Off, the Registrant will be separated from Liberty Global and become a separate publicly traded company.

This Post-Effective Amendment No. 1 is being filed for the purposes of: (i) replacing Exhibit 2.1: Form of Reorganization Agreement by and between Liberty Global and the Registrant, previously filed with the Registration Statement, with a final, executed version of Exhibit 2.1; (ii) replacing Exhibit 8.1: Form of Opinion of Shearman & Sterling LLP regarding certain tax matters, previously filed with the Registration Statement, with a final, executed version of Exhibit 8.1; (iii) filing Exhibit 10.6: Form of Facilities Sharing Agreement between Liberty Global, Inc. and LiLAC Communications Inc.; (iv) filing Exhibit 10.7: Form of Sublease between Liberty Global, Inc. and LiLAC Communications Inc.; and (v) updating Item 16 of Part II of the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the replacement or filing, as applicable, of such exhibits.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.The following is a complete list of Exhibits filed as part of this registration statement.

Exhibit       Number	Exhibit Description
2.1	Reorganization Agreement, dated as of December 29, 2017, by and between Liberty Global plc and the Registrant.
3.1	Memorandum of Association of the Registrant.*
3.2	Form ofBye-laws of the Registrant to be in effect at the time of theSplit-Off.*
3.3	Form of Memorandum of Increase of Share Capital of the Registrant to be in effect at the time of theSplit-Off.*
4.1	Specimen Certificate for shares of Class A common shares, par value $.01 per share, of the Registrant.*
4.2	Specimen Certificate for shares of Class B common shares, par value $.01 per share, of the Registrant.*
4.3	Specimen Certificate for shares of Class C common shares, par value $.01 per share, of the Registrant.*

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Exhibit       Number	Exhibit Description
4.4	Indenture dated August  5, 2015, among Sable International Finance Limited as Issuer, each of the Guarantors a party thereto, Deutsche Bank Trust Company Americas as Trustee, Principal Paying Agent, Registrar and Transfer Agent and Deutsche Bank Luxembourg, S.A. as Luxembourg Paying Agent and (Regulation S) Transfer Agent (incorporated by reference to Exhibit 4.3 to Liberty Global’s Current Report on Form8-K filed May 20, 2016 (FileNo. 001-35961) (theMay 20168-K)).
4.5	First Supplemental Indenture dated November  23, 2015 among Sable International Finance Limited as Issuer, each of the Guarantors a party thereto, and Deutsche Bank Trust Company Americas as Trustee, Principal Paying Agent, Registrar and Transfer Agent (incorporated by reference to Exhibit 4.4 to the May 20168-K).
4.6	Indenture dated January  24, 2014, between VTR Finance B.V., The Bank of New York Mellon, London Branch, as Trustee and Security Agent, and The Bank of New York Mellon as Paying Agent, Registrar and Transfer Agent (incorporated by reference to Exhibit 4.1 to Liberty Global’s Current Report on Form8-K filed January 24, 2014 (FileNo. 001-35961)).
4.7	Indenture dated August  16, 2017, among C&W Senior Financing Designated Activity Company as Issuer, The Bank of New York Mellon, London Branch, as Trustee, Principal Paying Agent and Security Trustee and The Bank of New York Mellon as Paying Agent, Transfer Agent and Registrar in New York, relating to $700.0 million aggregate principal amount of 6.875% senior notes due 2027 (incorporated by reference to Exhibit 4.1 to Liberty Global’s Current Report on Form8-K filed August 16, 2017 (FileNo. 001-35961)).
5.1	Opinion of Conyers Dill & Pearman Limited as to the legality of the securities being registered.*
8.1	Opinion of Shearman & Sterling LLP regarding certain tax matters.
10.1	Form of Liberty Latin America 2018 Incentive Plan.*
10.2	Form of Liberty Latin America 2018 Nonemployee Director Incentive Plan.*
10.3	Form of Liberty Latin America Transitional Share Conversion Plan.*
10.4	Form of Tax Sharing Agreement between the Registrant and Liberty Global plc.*
10.5	Form of Services Agreement by and between the Registrant and Liberty Global B.V.*
10.6	Form of Facilities Sharing Agreement between Liberty Global, Inc. and LiLAC Communications Inc.
10.7	Form of Sublease between Liberty Global, Inc. and LiLAC Communications Inc.
10.8	Employment Agreement, dated as of November 1, 2017 by and among the Registrant, LiLAC Communications Inc. and Balan Nair.*
10.9	Form of Indemnification Agreement by and between the Registrant and its executive officers/directors.*
10.10	Credit Agreement dated May 16, 2016, among LGE Coral Holdco Limited, Sable International Finance Limited,Coral-USCo-Borrower LLC, The Bank of Nova Scotia as Administrative Agent, L/C Issuer and Swing Line Lender and First Caribbean International Bank (Bahamas) Limited, BNP Paribas Fortis SA/NV and Royal Bank of Canada as Alternative L/C Issuers (incorporated by reference to Exhibit 4.1 to the May 20168-K).

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Exhibit       Number	Exhibit Description
10.11	Joinder Agreement dated October  7, 2016, among Sable International Finance Limited andCoral-USCo-Borrower LLC as Borrowers, the other Guarantors party thereto, The Bank of Nova Scotia as Administrative Agent and Security Trustee, and the financial institutions party thereto as Revolving Credit Lenders (incorporated by reference to Exhibit 4.1 to Liberty Global’s Current Report on Form8-K filed October 13, 2016 (FileNo. 001-35961)).
10.12	Joinder Agreement dated November 18, 2016, among Sable International Finance Limited and Coral USCo-Borrower LLC as Borrowers, the other Guarantors party thereto, The Bank of Nova Scotia, as Administrative Agent and Security Trustee, and the financial institutions party thereto as Additional TermB-1B Facility Lenders (as defined therein) under the Coral Credit Agreement (incorporated by reference to Exhibit 4.1 to Liberty Global’s Current Report on Form8-K filed November 23, 2016 (FileNo. 001-35961)).
10.13	Amended and Restated First Lien Credit Agreement dated as of July  7, 2014, among Liberty Puerto Rico, the Guarantors party thereto from time to time, The Bank of Nova Scotia, as Administrative Agent, each lender from time to time party thereto and Scotiabank de Puerto Rico as L/C Issuer and Swing Line Lender (incorporated by reference to Exhibit 4.1 to Liberty Global’s Current Report on Form8-K filed July 2, 2015 (FileNo. 001-35961) (theJuly 20158-K)).
10.14	Amended and Restated Second Lien Credit Agreement dated as of July  7, 2014, among Liberty Puerto Rico, the Guarantors party thereto from time to time, The Bank of Nova Scotia as Administrative Agent, and each lender from time to time party thereto (incorporated by reference to Exhibit 4.2 to the July 20158-K).
10.15	Additional TermB-1 Facility Joinder Agreement dated as of June  1, 2015, among Liberty Puerto Rico, The Bank of Nova Scotia as Administrative Agent and Collateral Agent and the Additional TermB-1 Facility Lenders party thereto (incorporated by reference to Exhibit 4.3 to the July 20158-K).
10.16	Additional TermB-2 Facility Joinder Agreement dated as of June  1, 2015, among Liberty Puerto Rico, The Bank of Nova Scotia as Administrative Agent and Collateral Agent and the Additional TermB-2 Facility Lenders party thereto (incorporated by reference to Exhibit 4.4 to the July 20158-K).
10.17	Additional Facility Joinder Agreement dated May  23, 2017 and entered into between, among others, Sable International Finance Limited,Coral-USCo-Borrower LLC and The Bank of Novia Scotia as Administrative Agent and Security Trustee (incorporated by reference to Exhibit 4.1 to Liberty Global’s Current Report on Form8-K filed June 2, 2017 (FileNo. 001-35961) (theJune 20178-K)).
10.18	Refinancing Amendment Agreement dated as of May  23, 2017 and entered into between, among others, Sable International Finance Limited,Coral-USCo-Borrower LLC and The Bank of Nova Scotia as Security Trustee, Administrative Agent, Swing Line Lender and L/C Issuer and the Revolving Consenting Lenders (as defined therein) (incorporated by reference to Exhibit 4.2 to the June 20178-K).
10.19	Amendment and Restatement Agreement dated as of May  23, 2017 and entered into between, among others, Sable International Finance Limited,Coral-USCo-Borrower LLC and The Bank of Nova Scotia as Security Trustee, Administrative Agent, Swing Line Lender and L/C Issuer (incorporated by reference to Exhibit 4.3 to the June 20178-K).

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Exhibit       Number	Exhibit Description
10.20	Additional Facility Joinder Agreement dated July  24, 2017 and entered into between, among others, Sable International Finance Limited,Coral-USCo-Borrower LLC and The Bank of Nova Scotia (incorporated by reference to Exhibit 4.1 to Liberty Global’s Current Report on Form8-K filed July 28, 2017 (FileNo. 001-35961)).
21.1	List of Subsidiaries.*
23.1	Consent of KPMG LLP (U.S.).*
23.2	Consent of KPMG Auditores Consultores Ltda.*
23.3	Consent of KPMG LLP (U.K.).*
23.4	Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1).*
23.5	Consent of Shearman & Sterling LLP (included in Exhibit 8.1).
24.1	Power of Attorney.*
99.1	Form of Exchange Form.*

* Previously filed.

(b) Financial Statement Schedules.

(b)(1) Financial Statements

Previously included inpre-effective Amendment No. 1 to the Registration Statement:

	Page No.
LatAm Group September 30, 2017 Combined Financial Statements:
Condensed Combined Balance Sheets as of September 30, 2017 and December 31, 2016 (unaudited)		F-2
Condensed Combined Statements of Operations for the three and nine months ended September 30, 2017 and 2016 (unaudited)		F-3
Condensed Combined Statements of Comprehensive Loss for the three and nine months ended September 30, 2017 and 2016 (unaudited)		F-4
Condensed Combined Statement of Equity for the nine months ended September 30, 2017 (unaudited)		F-5
Condensed Combined Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (unaudited)		F-6
Notes to Condensed Combined Financial Statements (unaudited)		F-7
LatAm Group December 31, 2016 Combined Financial Statements
Report of Independent Registered Public Accounting Firm		F-42
Combined Balance Sheets as of December 31, 2016 and 2015		F-44
Combined Statements of Operations for the Years ended December 31, 2016, 2015 and 2014		F-45
Combined Statements of Comprehensive Earnings (Loss) for the Years ended December 31, 2016, 2015 and 2014		F-46
Combined Statements of Equity for the Years ended December 31, 2016, 2015 and 2014		F-47
Combined Statements of Cash Flows for the Years ended December 31, 2016, 2015 and 2014		F-50
Notes to Combined Financial Statements		F-51
LatAm Group Unaudited Condensed Pro Forma Combined Statement of Operations for the Year ended December 31, 2016		F-110
(b)(2)Financial Statement Schedules
(i) Schedule II—Valuation and Qualifying Accounts		II-10

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(ii) Separate financial statements for Cable & Wireless Communications Limited (C&W):
	Page No.
C&W March 31, 2016 Consolidated Financial Statements:
Independent Auditors Report		F-115
Consolidated Statements of Financial Position as of March 31, 2016 and 2015		F-116
Consolidated Statements of Operations for the Years ended March 31, 2016 and 2015		F-117
Consolidated Statements of Comprehensive Income for the Years ended March 31, 2016 and 2015		F-118
Consolidated Statements of Changes in Owners’ Equity for the Years ended March 31, 2016 and 2015		F-119
Consolidated Statements of Cash Flows for the Years ended March 31, 2016 and 2015		F-120
Notes to Consolidated Financial Statements		F-122
Management’s Discussion and Analysis of Results of Operations of C&W		F-184

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Denver, state of Colorado, on December 29, 2017.

LIBERTY LATIN AMERICA LTD.
By:	/s/ Bryan H. Hall
Name:	Bryan H. Hall
Title:	President

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Bryan H. Hall	President (Principal Executive Officer) and Director	December 29, 2017
Bryan H. Hall
*	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director	*
Jason R. Waldron
/s/ John M. Winter	Director	December 29, 2017
John M. Winter

*By:	/s/ John M. Winter	December 29, 2017
	John M. Winter
	Attorney-in-Fact