Item 2.01 Completion of Acquisition or Disposition of Assets
On August 9, 2021, pursuant to that certain Share Purchase Agreement, dated July
30, 2020, by and between Telefónica S.A. ("Telefónica") and Liberty Latin
America Ltd. ("Liberty Latin America" or "LLA") (the "SPA"), as amended by the
First Amendment to Share Purchase Agreement, dated August 9, 2021, by and
between Telefónica and LLA, as assigned to Cabletica S.A., an indirectly
80%-owned subsidiary of LLA ("Cabletica") (the "SPA Amendment," together with
the SPA, the "Amended SPA"), LLA completed its acquisition of Telefónica's
wireless operations in Costa Rica.
Under the terms of the Amended SPA, LLA indirectly acquired all of the
outstanding shares of capital stock of Telefónica de Costa Rica TC, S.A.
("Telefónica-Costa Rica"), which owns Telefónica's wireless operations in Costa
Rica. The acquisition was structured as an all-cash transaction that values
Telefónica-Costa Rica at an enterprise value of $500 million before adjusting
for cash acquired, and certain working capital and other adjustments.
The above description of the Amended SPA and the acquisition is qualified in its
entirety by reference to the full text of the SPA and the SPA Amendment, which
are filed as Exhibits 2.1 and 2.2, respectively, hereto, and are incorporated
herein by reference.
Such description is not intended to provide any other information about Liberty
Latin America, Cabletica,Telefónica, Telefónica-Costa Rica or their respective
subsidiaries, affiliates or businesses. The representations, warranties and
covenants contained in the Amended SPA were made only for purposes of the
Amended SPA and as of specific dates, were solely for the benefit of the parties
to the Amended SPA and may be subject to limitations agreed upon by the parties,
including being qualified by confidential disclosures made by each party to the
other for the purpose of allocating contractual risk between them that differs
from those applicable to investors. Investors should not rely on the
representations, warranties or covenants or any description thereof as
characterizations of the actual state of facts or condition of Liberty Latin
America, Cabletica,Telefónica, Telefónica-Costa Rica or any of their respective
subsidiaries, affiliates or businesses. Moreover, information concerning the
subject matter of the representations, warranties and covenants may have changed
after the date of the Amended SPA, which subsequent information may or may not
be fully reflected in public disclosures by Liberty Latin America or Telefónica
or any of the parties to the Amended SPA. Accordingly, investors should not read
the representations and warranties in Amended SPA in isolation, but only in
conjunction with the other information about Liberty Latin America,
Cabletica,Telefónica, Telefónica-Costa Rica and their respective subsidiaries
and affiliates that is included in reports, statements and other filings made by
Liberty Latin America and Telefónica with the Securities and Exchange Commission
("SEC"), which are available at no charge at the SEC's website (www.sec.gov).
Item 9.01 Financial Statements and Exhibits
(a) Financial statements of business acquired
(b) Pro forma financial information
Liberty Latin America has obtained a waiver from the SEC staff from the
requirements of Rule 3-05 and Article 11 of Regulation S-X to provide certain
financial statements of Telefónica-Costa Rica and pro forma financial
information related to the acquisition. Accordingly, Liberty Latin America does
not expect to file financial statements or pro forma financial information with
respect to this acquisition.
(d) Exhibits
Exhibit No. Exhibit Name
2.1 Share Purchase Agreement, dated July 30, 2020, by and between
Telefónica S.A. and Liberty Latin America Ltd.*
2.2 First Amendment to Share Purchase Agreement, dated August 9, 2021,
by and between Telefónica S.A. and Liberty Latin America Ltd., as
assigned to Cabletica, S.A.
101.SCH XBRL Inline Taxonomy Extension Schema 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.
Cover Page Interactive Data File.* (formatted as Inline XBRL and
104 contained in Exhibit 101)
* Schedules and exhibits to this document have been omitted pursuant to Item
601(a)(5) of Regulation S-K but will be provided to the U.S. Securities and
Exchange Commission or its staff upon request.
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