8-K
Liberty Latin America Ltd. (LILA)
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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): March 16, 2020
LIBERTY LATIN AMERICA LTD.
(Exact Name of Registrant as Specified in Charter)
| Bermuda | 001-38335 | 98-1386359 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>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 8.01. Other Events
On March 16, 2020, the Board of Directors of Liberty Latin America Ltd. (the “Company”) approved a share repurchase program (the “Share Repurchase Program”), which authorizes the Company to repurchase from time to time up to $100 million of its issued and outstanding Class A common shares and/or Class C common shares, as the case may be (the “Common Shares”), over the next two years, subject to certain limitations and conditions. The Share Repurchase Program does not obligate the Company to repurchase any of its Common Shares, and there is no assurance that the Company will do so. A copy of the Company’s press release announcing the Share Repurchase Program is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Under the Share Repurchase Program, the Company may repurchase its Common Shares from time to time in open market purchases at prevailing market prices, in privately negotiated transactions, in block trades, derivative transactions and/or through other legally permissible means. Any open market repurchases will be conducted in accordance with the limitations set forth in Rule 10b-18 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable legal requirements. Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities, as determined by the Company. The Share Repurchase Program will be executed consistent with LLA's captial allocation strategy and may be suspended or discontinued at any time.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Exhibit Name |
|---|---|
| 99.1 | Press release dated March 17, 2020 |
| 101.INS | XBRL Inline Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 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/ JOHN M. WINTER |
| John M. Winter | |
| Senior Vice President, Chief Legal Officer and Secretary |
Date: March 17, 2020
Exhibit
| Exhibit 99.1 |
|---|
LIBERTY LATIN AMERICA ANNOUNCES $100 MILLION SHARE REPURCHASE PROGRAM
FOR IMMEDIATE RELEASE
Denver, Colorado – March 17, 2020: Liberty Latin America Ltd. ("Liberty Latin America" or the “LLA”) (NASDAQ: LILA and LILAK, OTC Link: LILAB) today announces that its Board of Directors has authorized the repurchase of up to $100 million of the company’s Class A and Class C shares (the "Program”) over the next two years.
Under the Program, LLA may acquire, at management’s discretion from time to time, its Class A common shares, Class C common shares, or any combination of Class A and Class C common shares. The repurchases under the Program may be made on the open market at prevailing market prices, in privately negotiated transactions, in block trades, derivative transactions and/or through other legally permissible means, in accordance with applicable rules and regulations. The Program may be suspended or discontinued at any time.
The timing and actual number of shares repurchased will depend on a variety of factors, including price, general business and market conditions, and alternative investment opportunities. There is no obligation to purchase any specific number of shares pursuant to the Program. The repurchase program will be executed consistent with LLA’s capital allocation strategy.
FORWARD-LOOKING STATEMENTS AND DISCLAIMER
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the company’s share buyback program 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. These risks and uncertainties include factors detailed from time to time in our filings with the Securities and Exchange Commission including the most recently filed Form 10-K. These forward-looking statements speak only as of the date of this release. We expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in event, conditions or circumstances on which any such statement is based.
ABOUT LIBERTY LATIN AMERICA
Liberty Latin America is a leading communications company operating in over 20 countries across Latin America and the Caribbean under the consumer brands VTR, Flow, Liberty, Más Móvil, BTC, UTS and Cabletica. The communications and entertainment services that we offer to our residential and business customers in the region include digital video, broadband internet, telephony and mobile services. Our business products and services include enterprise-grade connectivity, data center, hosting and managed solutions, as well as information technology solutions with customers ranging from small and medium enterprises to international companies and governmental agencies. In addition, Liberty Latin America operates a subsea and terrestrial fiber optic cable network that connects over 40 markets in the region.
Liberty Latin America has three separate classes of common shares, which are traded on the NASDAQ Global Select Market under the symbols “LILA” (Class A) and “LILAK” (Class C), and on the OTC link under the symbol “LILAB” (Class B).
For more information, please visit www.lla.com or contact:
Investor Relations:
Kunal Patel +1 786 274 7552
Media Relations:
Claudia Restrepo +1 786 218 0407