Debt and Finance Lease Obligations | Debt and Finance Lease Obligations The U.S. dollar equivalents of the components of our debt are as follows: September 30, 2020 Estimated fair value (c) Principal amount Weighted Unused borrowing capacity (b) Borrowing currency US $ equivalent September 30, 2020 December 31, 2019 September 30, 2020 December 31, 2019 in millions Convertible Notes (d) 2.00 % — $ — $ 329.3 $ 430.1 $ 402.5 $ 402.5 C&W Notes 6.74 % — — 2,362.7 2,270.9 2,270.0 2,120.0 C&W Credit Facilities 2.84 % $ 665.8 665.8 1,904.6 2,017.1 1,961.3 2,006.1 VTR Finance Notes 5.72 % — — 1,195.5 1,290.9 1,150.0 1,260.0 VTR Credit Facilities 4.80 % (e) 257.4 217.5 229.7 221.8 231.4 LPR Senior Secured Notes 6.75 % — — 1,347.4 1,278.3 1,290.0 1,200.0 LPR Credit Facilities 5.15 % $ 125.0 125.0 1,001.3 1,012.1 1,000.0 1,000.0 Cabletica Credit Facilities (f) 7.73 % $ 15.0 15.0 117.9 123.8 120.3 124.8 Vendor financing (g) 3.14 % — — 183.4 167.7 183.4 167.7 Total debt before premiums, discounts and deferred financing costs 5.20 % $ 1,063.2 $ 8,659.6 $ 8,820.6 $ 8,599.3 $ 8,512.5 The following table provides a reconciliation of total debt before premiums, discounts and deferred financing costs to total debt and finance lease obligations: September 30, 2020 December 31, 2019 in millions Total debt before premiums, discounts and deferred financing costs $ 8,599.3 $ 8,512.5 Premiums, discounts and deferred financing costs, net (141.3) (146.1) Total carrying amount of debt 8,458.0 8,366.4 Finance lease obligations 1.8 3.6 Total debt and finance lease obligations 8,459.8 8,370.0 Less: Current maturities of debt and finance lease obligations (284.4) (180.2) Long-term debt and finance lease obligations $ 8,175.4 $ 8,189.8 (a) Represents the weighted average interest rate in effect at September 30, 2020 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of derivative instruments, deferred financing costs, original issue premiums or discounts and commitment fees, all of which affect our overall cost of borrowing. (b) Unused borrowing capacity represents the maximum availability under the applicable facility at September 30, 2020 without regard to covenant compliance calculations or other conditions precedent to borrowing. At September 30, 2020, the full amount of unused borrowing capacity was available to be borrowed under each of the respective subsidiary facilities, both before and after completion of the September 30, 2020 compliance reporting requirements. At September 30, 2020, there were no restrictions on the respective subsidiary’s ability to upstream cash from this availability to Liberty Latin America or its subsidiaries or other equity holders. (c) The estimated fair values of our debt instruments are determined using the average of applicable bid and ask prices (mostly Level 1 of the fair value hierarchy) or, when quoted market prices are unavailable or not considered indicative of fair value, discounted cash flow models (mostly Level 2 of the fair value hierarchy). The discount rates used in the cash flow models are based on the market interest rates and estimated credit spreads of the applicable entity, to the extent available, and other relevant factors. For additional information regarding fair value hierarchies, see note 6. (d) The interest rate reflects the stated rate of the Convertible Notes. The effective interest rate of the Convertible Notes is 6.7%, which considers the impact of a discount recorded in connection with the value ascribed to the instrument’s conversion option. (e) The VTR Credit Facilities comprise certain CLP term loans and U.S. dollar and CLP revolving credit facilities, including unused borrowing capacity. (f) The Cabletica Credit Facilities comprise certain Costa Rican colón and U.S. dollar term loans and a U.S. dollar revolving credit facility. (g) Represents amounts owed pursuant to interest-bearing vendor financing arrangements that are used to finance certain of our operating expenses and property and equipment additions. These obligations are generally due within one year and include value-added taxes ( VAT) that were paid on our behalf by the vendor. Our operating expenses include $78 million and $93 million for the nine months ended September 30, 2020 and 2019, respectively, that were financed by an intermediary and are reflected on the borrowing date as a hypothetical cash outflow within net cash provided by operating activities and a hypothetical cash inflow within net cash provided by financing activities in our condensed consolidated statements of cash flows. Repayments of vendor financing obligations are included in payments of principal amounts of debt and finance lease obligations in our condensed consolidated statements of cash flows. Revolving Credit Facilities The following table sets forth amounts related to the revolving credit facilities of each of our borrowing groups as further described above. US $ equivalent Credit Facility Aggregate facility amount Unused borrowing capacity Outstanding principal amount in millions C&W Revolving Credit Facility (a) $ 625.0 $ 525.0 $ 100.0 C&W Regional Facilities – Revolving credit facilities 144.6 140.8 3.8 VTR – Revolving credit facilities 257.4 257.4 — 2019 LPR Revolving Credit Facility 125.0 125.0 — Cabletica Revolving Credit Facility 15.0 15.0 — Total $ 1,167.0 $ 1,063.2 $ 103.8 (a) Subsequent to September 30, 2020, the $100 million of outstanding principal was repaid. Liberty Latin America - Convertible Notes In June 2019, Liberty Latin America issued $403 million principal amount of 2.0% convertible senior notes (the Convertible Notes ) due July 15, 2024. Subject to certain conditions, and adjustments if certain events occur (as specified in the indenture governing the Convertible Notes), the Convertible Notes may be converted at a conversion rate initially equal to 44.9767 Class C common shares per $1,000 principal amount of the Convertible Notes (equivalent to an initial conversion price of approximately $22.23 per Class C common share), the “ Conversion Option ”. We account for the Conversion Option as a separate financial instrument that qualifies for equity classification. Accordingly, the Conversion Option was bifurcated from the Convertible Notes and recorded as additional paid-in capital and debt discount based on its initial estimated fair value of $78 million. Any conversions of the Convertible Notes may be settled, at the election of the Company, in cash, Class C common shares or a combination thereof. In September 2020, we completed a Rights Offering, as defined and further described in note 18, whereby we issued 49,049,073 of our Class C common shares. In connection with the Rights Offering, subject to certain anti-dilution provisions in the indenture governing the Convertible Notes, the conversion rate for the Convertible Notes was adjusted to 48.4315 Class C common shares per $1,000 principal amount of the Convertible Notes. At September 30, 2020, the carrying value of the Convertible Notes was $338 million and the unamortized debt discount on the Convertible Notes was $61 million. 2020 Financing and Refinancing Transactions C&W C&W Term Loan B-5 Facility . In January 2020, Coral-US Co-Borrower LLC, a wholly-owned subsidiary of C&W, entered into a LIBOR plus 2.25% $1,510 million principal amount term loan facility (the C&W Term Loan B-5 Facility ), issued at par, due January 31, 2028. Interest is payable monthly beginning on February 28, 2020. 2027 C&W Senior Secured Notes Add-on . In January 2020, Sable issued an additional $150 million aggregate principal amount, at 106.0% of par, under the existing 2027 C&W Senior Secured Notes indenture (the 2027 C&W Senior Secured Notes Add-on ). The terms and conditions of the 2027 C&W Senior Secured Notes Add-on are consistent with the original indenture. The net proceeds from the C&W Term Loan B-5 Facility and the 2027 C&W Senior Secured Notes Add-on were primarily used to repay in full the $1,640 million outstanding principal amount under the C&W Term Loan B-4 Facility, including accrued and unpaid interest. In connection with these transactions, we recognized a loss on debt modification and extinguishment of $3 million, which primarily includes the write-off of unamortized discounts and deferred financing costs. C&W Borrowing Group Refinancing Transactions . In January 2020, C&W completed a series of transactions contemplated by and permitted under its existing debt agreements (the C&W Borrowing Group Refinancing Transactions ) that ultimately resulted in the 2026 C&W Senior Notes and the 2027 C&W Senior Notes (previously issued by C&W Senior Financing Designated Activity Company) instead being directly issued by a wholly-owned subsidiary of C&W, C&W Senior Finance Limited. In connection with the C&W Borrowing Group Refinancing Transactions, the loans previously made by C&W Senior Financing Designated Activity Company are no longer outstanding. The terms and conditions applicable to the 2026 C&W Senior Notes and the 2027 C&W Senior Notes otherwise remain substantively unchanged. C&W Revolving Credit Facility . In January 2020, the maturity date associated with $575 million of the existing $625 million C&W Revolving Credit Facility was extended to January 30, 2026. All other terms and conditions of the revolving credit facility remain unchanged. In March 2020, we borrowed $313 million under the C&W Revolving Credit Facility. We repaid $213 million of this drawdown in the third quarter of 2020. The remaining balance is included in cash and cash equivalents on our condensed consolidated balance sheet as of September 30, 2020. Subsequent to September 30, 2020, the $100 million remaining balance was repaid. C&W Regional Facilities. In June 2020, C&W Panama refinanced a $100 million principal amount term loan facility to extend the maturity to March 17, 2025. All other terms and conditions of this facility remain unchanged. VTR Finance 2028 VTR Senior Secured Notes. In July 2020, VTR Comunicaciones SpA, a wholly-owned subsidiary of VTR Finance, issued $600 million aggregate principal amount of 5.125% senior secured notes (the 2028 VTR Senior Secured Notes ) due January 15, 2028. Interest on the 2028 VTR Senior Secured Notes is payable semi-annually on January 15 and July 15, commencing on January 15, 2021. The net proceeds of $1,133 million from the 2028 VTR Senior Secured Notes and the 2028 VTR Finance Senior Notes (as defined and described further below), together with $187 million of proceeds from the unwinding of certain derivative instruments, were used to redeem $1,260 million of outstanding principal amount under the VTR Finance Senior Notes, including accrued and unpaid interest and a $29 million redemption premium. In connection with these transactions, (i) $550 million was treated as a non-cash transaction in our condensed consolidated statement of cash flows and (ii) we recognized a loss on debt modification and extinguishment of $42 million, which primarily includes the payment of the aforementioned redemption premium and the write-off of unamortized deferred financing costs. Redemption Rights. The 2028 VTR Senior Secured Notes may be redeemed, in whole or in part, at any time prior to July 15, 2023 at a price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to (but excluding) the redemption date, and a “make whole” premium, as described in the 2028 VTR Senior Secured Notes indenture. The 2028 VTR Senior Secured Notes may be redeemed, in whole or in part, at any time on or after July 15, 2023 at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest and additional amounts, if any, to the applicable redemption date, as set forth below: Redemption Price 12-month period commencing July 15: 2023 102.563% 2024 101.281% 2025 and thereafter 100.000% In addition, at any time prior to July 15, 2023, subject to certain conditions specified in the 2028 VTR Senior Secured Notes indenture, we may redeem up to 40% of the aggregate principal amount of the 2028 VTR Senior Secured Notes with the net proceeds of one or more specified equity offerings at a redemption price equal to 105.125% of the principal amount of the notes redeemed, plus accrued and unpaid interest and additional amounts, if any, to the applicable redemption date. Prior to July 15, 2023, during each 12-month period commencing on the July 1, 2020, we may redeem up to 10% of the aggregate principal amount of the 2028 VTR Senior Secured Notes at a redemption price equal to 103% of the principal amount of the notes redeemed, plus accrued and unpaid interest to (but excluding) the redemption date. The 2028 VTR Senior Secured Notes are guaranteed by VTR, and are the senior obligations of VTR Comunicaciones SpA and VTR. The 2028 VTR Senior Secured Notes are secured by first-ranking pledges over (i) all of the capital stock of the VTR Comunicaciones SpA and VTR and (ii) certain subordinated shareholder loans. 2028 VTR Finance Senior Notes. In July 2020, VTR Finance N.V. issued $550 million aggregate principal amount of 6.375% senior notes (the 2028 VTR Finance Senior Notes ) due July 15, 2028. Interest on the 2028 VTR Finance Senior Notes is payable semi-annually on January 15 and July 15, commencing on January 15, 2021. Redemption Rights. The 2028 VTR Finance Senior Notes may be redeemed, in whole or in part, at any time prior to July 15, 2023 at a price equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest to (but excluding) the redemption date, and a “make whole” premium, as described in the 2028 VTR Finance Senior Notes indenture. The 2028 VTR Finance Senior Notes may be redeemed, in whole or in part, at any time on or after July 15, 2023 at the following redemption prices (expressed as a percentage of the principal amount), plus accrued and unpaid interest and additional amounts, if any, to the applicable redemption date, as set forth below: Redemption Price 12-month period commencing July 15: 2023 103.188% 2024 101.594% 2025 and thereafter 100.000% In addition, at any time prior to July 15, 2023, subject to certain conditions specified in the 2028 VTR Finance Senior Notes indenture, we may redeem up to 40% of the aggregate principal amount of the 2028 VTR Finance Senior Notes with the net proceeds of one or more specified equity offerings at a redemption price equal to 106.375% of the principal amount of the notes redeemed, plus accrued and unpaid interest and additional amounts, if any, to the applicable redemption date. The 2028 VTR Finance Senior Notes are the senior obligations of VTR Finance and are secured by a pledge over all the shares of VTR Finance. The details of our outstanding VTR Finance Notes as of September 30, 2020 are summarized in the following table: Maturity Interest Rate Outstanding principal amount Estimated fair value Carrying value (a) in millions 2028 VTR Senior Secured Notes January 15, 2028 5.125 % $ 600.0 $ 618.2 $ 596.9 2028 VTR Finance Senior Notes July 15, 2028 6.375 % $ 550.0 577.3 533.5 $ 1,150.0 $ 1,195.5 $ 1,130.4 (a) Amounts are net of deferred financing costs. VTR RCF – B . In March 2020, we borrowed $92 million under the VTR RCF – B. In June 2020, (i) the drawdown was fully repaid and (ii) the commitment under the VTR RCF – B was increased to $200 million and the term was extended to June 15, 2026. Liberty Puerto Rico 2027 LPR Senior Secured Notes Add-on . In May 2020, LCPR Senior Secured Financing Designated Activity Company ( LCPR Senior Secured Financing ) issued an additional $90 million aggregate principal amount, at 102.5% of par, under the existing 2027 LPR Senior Secured Notes indenture (the 2027 LPR Senior Secured Notes Add-on ). LCPR Senior Secured Financing is a special purpose financing entity, created for the primary purpose of facilitating the issuance of certain debt offerings. A subsidiary of Liberty PR is required to consolidate LCPR Senior Secured Financing as a result of certain variable interests in LCPR Senior Secured Financing, of which the subsidiary is considered the primary beneficiary. The terms and conditions of the 2027 LPR Senior Secured Notes Add-on are consistent with the original indenture. The net proceeds from the 2027 LPR Senior Secured Notes Add-on were deposited into escrow, subsequently released upon consummation of the AT&T Acquisition and used to fund one or more loans to a wholly-owned subsidiary of Liberty PR. The payment of all obligations under such loans are guaranteed by LCPR and certain of its affiliates and their respective significant subsidiaries, and all the issued capital stock or share capital of LCPR and each guarantor, and substantially all assets of LCPR and each guarantor is pledged to secure the payment of such obligations. Such loans and a capital contribution from Liberty Latin America were used to finance the AT&T Acquisition and to pay related fees and expenses. As of September 30, 2020, the proceeds of this loan were in escrow and are included in restricted cash in our condensed consolidated balance sheet. For additional information regarding the AT&T Acquisition, see note 4. 2019 LPR Revolving Credit Facility. In March 2020, we borrowed $63 million under the 2019 LPR Revolving Credit Facility. This drawdown was fully repaid in the third quarter of 2020. Maturities of Debt Maturities of our debt as of September 30, 2020 are presented below. Amounts presented below represent U.S. dollar equivalents based on September 30, 2020 exchange rates: C&W VTR Finance Liberty Puerto Rico Cabletica Liberty Latin America Consolidated in millions Years ending December 31: 2020 (remainder of year) $ 136.8 $ 24.9 $ — $ — $ 0.1 $ 161.8 2021 67.4 64.8 — — 0.5 132.7 2022 26.8 89.8 — — 0.7 117.3 2023 135.4 132.0 — 120.3 0.8 388.5 2024 70.6 — — — 402.9 473.5 2025 103.2 — — — — 103.2 Thereafter 3,782.3 1,150.0 2,290.0 — — 7,222.3 Total debt maturities 4,322.5 1,461.5 2,290.0 120.3 405.0 8,599.3 Premiums, discounts and deferred financing costs, net (29.5) (22.7) (22.0) (2.8) (64.3) (141.3) Total debt $ 4,293.0 $ 1,438.8 $ 2,268.0 $ 117.5 $ 340.7 $ 8,458.0 Current portion $ 193.6 $ 89.7 $ — $ — $ 0.2 $ 283.5 Noncurrent portion $ 4,099.4 $ 1,349.1 $ 2,268.0 $ 117.5 $ 340.5 $ 8,174.5 |