UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 14, 2020
LIBERTY LATIN AMERICA LTD.
(Exact Name of Registrant as Specified in Charter)
| Bermuda | 001-38335 | 98-1386359 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification #) | ||
Clarendon House,
2 Church Street,
Hamilton HM 11, Bermuda
(Address of Principal Executive Office)
(303) 925-6000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbols | Name of Each Exchange on Which Registered |
| Class A Common Shares, par value $0.01 per share | LILA | The NASDAQ Stock Market LLC |
| Class C Common Shares, par value $0.01 per share | LILAK | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act. o
Item 7.01 Regulation FD Disclosure.
As previously announced, on August 5, 2020, the board of directors of Liberty Latin America Ltd. (the “Company”) authorized the issuance of subscription rights (the “Class C Rights”) to purchase Class C common shares of the Company, par value $0.01 per share (“Class C Common Shares”), in a rights offering (the “Rights Offering”) to be distributed to holders of the Company’s Class A common shares, par value $0.01 per share (“Class A Common Shares”), Class B common shares, par value $0.01 per share, and Class C Common Shares. As previously announced, (i) the record date for the distribution of the Class C Rights is 5:00 p.m., New York City time, on September 8, 2020, (ii) it is expected that the proposed Rights Offering will commence on September 11, 2020, and expire on September 25, 2020, subject to extension and (iii) the distribution date for the Class C Rights is expected to be 5:00 p.m. New York City time on September 10, 2020. The Rights Offering will be made pursuant to a registration statement and prospectus to be filed by the Company with the Securities and Exchange Commission.
On August 14, 2020, the NASDAQ Stock Market LLC established September 11, 2020 as the ex-dividend date for the proposed issuance of the Class C Rights as it relates to the Company's Class A Common Shares and Class C Common Shares.
The proposed Rights Offering is subject to certain conditions, and the Company reserves the right to terminate the Rights Offering at any time and for any reason, including following the distribution of the Class C Rights.
This Current Report on Form 8-K is being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the distribution of the Class C Rights, the Rights Offering and the timing thereof and other information and statements that are not historical fact. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements, including, without limitation, the Company’s ability to satisfy the conditions to the distribution of the Class C Rights and the Company’s ability to complete the Rights Offering. These forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the Company’s filings with the Securities and Exchange Commission, including its most recently filed Form 10-K and Form 10-Q, for additional information about the risks and uncertainties related to the Company’s business that may affect the statements made in this Current Report on Form 8-K.
Not a Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of any securities referred to in this Current Report on Form 8-K in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The Rights Offering will be made only by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Exhibit Name |
| 101.SCH | XBRL Inline Taxonomy Extension Schema Document. |
| 101.CAL | XBRL Inline Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | XBRL Inline Taxonomy Extension Definition Linkbase. |
| 101.LAB | XBRL Inline Taxonomy Extension Label Linkbase Document. |
| 101.PRE | XBRL Inline Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File.* (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIBERTY LATIN AMERICA LTD. | ||
| By: | /s/ MICHAEL D. OLIVER | |
| Michael D. Oliver | ||
| Vice President, Global Financial Reporting | ||
Date: August 14, 2020