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Liberty Latin America Ltd. – IPO: ‘POS EX’ on 12/29/17

On:  Friday, 12/29/17, at 4:01pm ET   ·   Effective:  12/29/17   ·   Accession #:  1193125-17-383482   ·   File #:  333-221608

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/29/17  Liberty Latin America Ltd.        POS EX     12/29/17    5:1.1M                                   Donnelley … Solutions/FA

Document/Exhibit                   Description                      Pages   Size 

 1: POS EX      Post-Effective Amendment to Add Exhibits            HTML     60K 
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    119K 
                          Liquidation or Succession                              
 3: EX-8.1      Opinion re: Tax Matters                             HTML     19K 
 4: EX-10.6     Material Contract                                   HTML     38K 
 5: EX-10.7     Material Contract                                   HTML     44K 

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)

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:

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, a non-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” in Rule 12b-2 of the Exchange Act.

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 to Form S-1 amends the Registration Statement on Form S-1 of Liberty Latin America Ltd. (the “Registrant”) (Registration No. 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 the Split-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 the Split-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.

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

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4

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* Previously filed.

(b) Financial Statement Schedules.

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

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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.

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.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘POS EX’ Filing		Date		Other Filings
Filed on / Effective on:		12/29/17		3,  5,  8-K
		12/12/17
		9/30/17
		12/31/16
		9/30/16
		3/31/16
		12/31/15
		3/31/15
		12/31/14
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Filing Submission 0001193125-17-383482   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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