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Firm Analyst Barclays Capital Mathieu Robilliard Buckingham Research Matthew Harrigan Citi Michael Rollins Goldman Sachs Diego Aragao HSBC Christopher Recouso Evercore ISI James Ratcliffe Morgan Stanley Cesar Medina NAU Securities Alex Wright New Street Research Soomit Datta Pivotal Research Jeff Wlodarczak Roe Equity Research Kevin Roe Scotia Bank Andres Coello Liberty Latin America is followed by the analysts listed above. Please note that any opinions, estimates or forecasts regarding Liberty Latin America's performance made by these analysts are theirs alone and do not represent opinions, forecasts or predictions of Liberty Latin America or its management. Liberty Latin America does not by its reference above imply its endorsement of or concurrence with such information, conclusions or recommendations.
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Year Title 2020 Liberty Latin America Ltd. Subscription Rights Offering
Basis Allocation for Liberty Latin America Class A, Class B and Class C Common Shares
Record Date: September 8, 2020 First Trading Date: September 11, 2020 Transaction: On September 10, 2020, Liberty Latin America commenced a rights distribution offering pursuant which each holder of Liberty Latin America’s Class A common shares, Class B common shares and Class C common shares (together, the “Liberty Latin America Common Shares”) received 0.2690 of a subscription right (“Class C Right” or “LILAR”) to purchase one Class C common share for each Liberty Latin America Common Shares held, at a discounted purchase price of $7.14 per share. Fractional Class C Rights will be rounded up to the nearest whole right.
Basis Allocation – U.S. Tax:
Under Section 307(b) of the Internal Revenue Code of 1986, as amended (the "IRC"), the tax basis of any subscription rights you receive should generally be zero because the fair market value of the subscription rights was less than 15% of the fair market value of the stock with respect to which such rights were distributed. However, under IRC Section 307(b)(2) and the Treasury regulations promulgated thereunder, a taxpayer may make an election to allocate tax basis to the subscription rights with their timely filed U.S. federal income tax return for the taxable year in which the distribution of rights were received.
Basis Allocation Example if Election is Made Under IRC Section 307(b)(2) to Allocate Basis to Rights:
The following example assumes a shareholder owns 1000 shares of the relevant series of Class A and Class C common stock and has made a valid election under IRC Section 307(b)(2) to allocate basis in such holder's common stock between such stock and the rights in proportion to their relative fair market values. The example rounds the number of subscription rights up to the nearest whole right.
First Trading Activity:
Hi Low Average Date LILA $9.23 $8.66 $8.95 9/11/2020 LILAB* - - - - LILAK $8.99 $8.50 $8.75 9/11/2020 LILAR $2.24 $1.62 $1.93 9/11/2020 *As there was no active trading activity for the Class B common shares (LILAB) on September 11, 2020, we are only providing an illustration of the basis allocation information regarding the Class A common shares (LILA) and Class C common shares (LILAK). There are several potential methods for determining the fair market values of the Class B common shares for the purposes of allocating tax basis following the transactions. Please consult your tax advisor regarding the allocation of basis amongst your shares.
Basis Allocation:
Average Shares Total Percent LILA $8.95 1000 $8,945.00 94.51% LILAR $1.93 269 $519.17 5.49% LILAK $8.75 1000 $8,750.00 94.40% LILAR $1.93 269 $519.17 5.60% This is not tax advice. Please note that the information above is provided solely as a convenience to shareholders. Liberty Latin America Ltd. does not provide its shareholders with tax advice and the information above is not intended to provide tax advice. Liberty Latin America Ltd. encourages its shareholders to consult with their own tax advisors with their specific questions pertaining to their own tax positions.
2017 Split-off of Liberty Global's Latin America and Caribbean businesses ("LiLAC Group") 2017
Distribution of Liberty Latin America Class A, Class B and Class C Common Shares
Date of distribution: December 29, 2017 First trading date post-distribution: January 2, 2018 Transaction: On December 29, 2017, Liberty Global plc effected the Split-Off by distributing to holders of its LiLAC Ordinary Shares as a dividend: (i) one Liberty Latin America Class A common share for each Class A LiLAC Ordinary Share, (ii) one Liberty Latin America Class B common share for each Class B LiLAC Ordinary Share, and (iii) one Liberty Latin America Class C common share for each Class C LiLAC Ordinary Share, in each case, held by such shareholder as of the distribution date, in accordance with the Liberty Global plc articles and applicable law. Immediately following the distribution, the LiLAC Ordinary Shares were redesignated as deferred shares (with virtually no economic rights) and those deferred shares were transferred for no consideration to a third-party designee.
December 29, 2017 Basis Allocation – U.S. Tax:
The U.S. Federal tax basis of each Liberty Latin America common share received in the split-off should be the same as the U.S. Federal tax basis of the LiLAC Group share exchanged.
This is not tax advice. Please note that the information above is provided solely as a convenience to shareholders. Liberty Latin America Ltd. does not provide its shareholders with tax advice and the information above is not intended to provide tax advice. Liberty Latin America Ltd. encourages its shareholders to consult with their own tax advisors with their specific questions pertaining to their own tax positions.
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Split-Off Q & A
Questions and Answers for Liberty Latin America Ltd. shareholders
This information is intended to answer some of your questions you may have about our recently announced split-off of Liberty Latin America Ltd. (“Liberty Latin America”) from Liberty Global plc. For more information, please refer to Liberty Latin America’s Registration Statement on Form S-1, as amended, which has been filed with the Securities and Exchange Commission.
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Q: What will happen in the split-off of Liberty Latin America Ltd. from Liberty Global plc?
A: In the split-off, (i) Liberty Global plc will transfer to Liberty Latin America Ltd. all of the businesses, assets and liabilities that it attributes to Liberty Global plc’s LiLAC Group, (ii) Liberty Global plc will distribute to the holders of its LiLAC ordinary shares all of the Liberty Latin America Ltd. common shares and (iii) 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. Holders of Liberty Global ordinary shares will not participate in the split-off. Following the split-off, Liberty Latin America Ltd. will be a separate company from Liberty Global plc and no longer part of Liberty Global plc. Former holders of LiLAC ordinary shares will not have any remaining ownership interest in Liberty Global plc by virtue of their prior ownership of LiLAC ordinary shares.
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Q: What will holders of LiLAC ordinary shares receive in the split-off of Liberty Latin America Ltd. from Liberty Global plc?
A: Holders of LiLAC ordinary shares will receive a distribution of one share of the same class of Liberty Latin America Ltd. common shares for each LiLAC ordinary share held by them at 5:00 p.m., New York City time, on December 29, 2017, which is the distribution date for the split-off.
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Q: What will holders of LiLAC ordinary shares have to do to participate in the split-off?
A: Holders of record of LiLAC ordinary shares whose shares were held in book-entry form will not need to take any action to receive their Liberty Latin America Ltd. common shares in the split-off. Rather, their accounts will be debited as of the distribution date for the split-off and promptly thereafter credited with the corresponding class and number of Liberty Latin America Ltd. common shares. On the other hand, holders of certificated LiLAC ordinary shares will need to take certain actions to receive their Liberty Latin America Ltd. common shares in the split-off. Computershare will deliver or make available to all holders of certificated LiLAC ordinary shares an exchange form with which to surrender certificated shares in exchange for the corresponding class and number of Liberty Latin America Ltd. common shares. Holders of certificated LiLAC ordinary shares must surrender their share certificate(s) together with the exchange form (and any other documentation required thereby) in order to receive their Liberty Latin America Ltd. common shares in the split-off. Holders of LiLAC ordinary shares are not required to pay any cash or deliver any other consideration to receive the Liberty Latin America Ltd. common shares distributable to them in the split-off, regardless of whether the LiLAC Ordinary Shares are held in book-entry or certificated form.
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Q: What will happen to my LiLAC ordinary shares in the split-off? Will I still be a shareholder of Liberty Global plc when the split-off has been completed?
A: On the distribution date, the LiLAC ordinary shares will be redesignated as “deferred shares” (with virtually no economic rights) and transferred for no consideration to a third-party designee. In addition, the LiLAC ordinary shares will stop trading after market close on December 29, 2017 and will be delisted. Immediately following the split-off, former holders of LiLAC ordinary shares will retain only the Liberty Latin America Ltd. common shares distributed in the split-off, and they no longer will own any LiLAC ordinary shares or any other interest in Liberty Global plc following the split-off, unless they held Liberty Global ordinary shares.
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Q: If I own Liberty Global ordinary shares, will they change in any manner as a result of the split-off?
A: Your rights as a holder of Liberty Global ordinary shares will not change, and the Liberty Global ordinary shares will continue to trade on the Nasdaq Global Select Market following the split-off. However, following the split-off, these shares will functionally cease to constitute tracking stock and will reflect the economic performance of Liberty Global plc as a whole, which will exclude the businesses, assets and liabilities transferred to Liberty Latin America Ltd. immediately prior to the split-off. At the first annual general meeting of shareholders following the completion of the split-off, Liberty Global plc intends to seek shareholder approval to amend its articles of association to remove the tracking stock provisions.
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Q: Will the split-off of Liberty Latin America Ltd. from Liberty Global plc be taxable to holders of LiLAC ordinary shares?
A: The split-off of Liberty Latin America Ltd. from Liberty Global plc is structured not to be taxable to holders of LiLAC ordinary shares under U.S. federal income tax laws. The distribution of Liberty Latin America Ltd. common shares to a U.K. holder of LiLAC ordinary shares pursuant to the split-off will be taxed as a dividend for U.K. tax purposes in the hands of that holder. The distribution will be subject to U.K. income tax in the hands of U.K. individual holders, and the applicable rate and availability of an annual tax-free dividend allowance will depend on the holder’s particular circumstances. On the basis that such a distribution would normally be expected to fall within an exempt class and meet certain other conditions, a U.K. corporate holder will not normally be liable for U.K. corporation tax on the distribution income.
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Q: When will my Liberty Latin America Ltd. common shares be available in my broker account?
A: (1) Holders of Liberty Global LiLAC ordinary shares at the distribution time may expect to receive their Liberty Latin America common shares in their bank or brokerage accounts on or about January 4, 2018. (2) Holders of certificated Liberty Global LiLAC ordinary shares, will need to submit an exchange form and surrender their share certificates to receive their Liberty Latin America common shares.
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Shareholder Meeting Matters
Date Meeting April 7, 2022 May 12, 2021 Annual General Meeting of Shareholders Results
Annual General Meeting of Shareholders Results
On May 12, 2021, Liberty Latin America Ltd. (the “Company”) held its Annual General Meeting of Shareholders. At the Annual General Meeting, shareholders of the Company considered and acted upon four proposals:
Proposal 1: To elect Charles H.R. Bracken, Balan Nair, and Eric L. Zinterhofer as Class I members of the Company’s board of directors for a term expiring at the 2024 Annual General Meeting of Shareholders or their earlier resignation or removal (the "Director Election Proposal").
Total Votes Cast:
FOR WITHHELD BROKER NON-VOTES Charles H.R. Bracken 43,490,798 13,801,720 4,311,607 Balan Nair 46,074,715 11,217,803 4,311,607 Eric L. Zinterhofer 40,822,707 16,469,811 4,311,607 Accordingly, the foregoing nominees were re-elected to the Company's board of directors. Proposal 2: To appoint KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, and to authorize the Company’s board of directors, acting by the audit committee, to determine the independent auditors remuneration (the “Auditors Appointment Proposal”).
Total Votes Cast:
FOR AGAINST ABSTENTIONS BROKER NON-VOTES 61,540,661 51,335 12,129 - Accordingly, the Auditors Appointment Proposal was approved. Proposal 3: To approve, on an advisory basis, the compensation of the Company's named executive officers as described in the Company's proxy statement under the heading "Executive Officers and Directors Compensation" (the "Say-On-Pay Proposal").
Total Votes Cast:
FOR AGAINST ABSTENTIONS BROKER NON-VOTES 36,644,746 20,066,287 581,485 4,311,607 Accordingly, the Say-On-Pay Proposal was approved. Proposal 4: To approve an amendment to the Liberty Latin America 2018 Incentive Plan to increase the number of shares authorized under such plan from 25,000,000 to 75,000,000 (the "Incentive Plan Proposal").
Total Votes Cast:
FOR AGAINST ABSTENTIONS BROKER NON-VOTES 34,544,198 22,060,075 688,245 4,311,607 Accordingly, the Incentive Plan Proposal was approved. December 3, 2020 Annual General Meeting of Shareholders Results
Annual General Meeting of Shareholders Results
On December 3, 2020, Liberty Latin America Ltd. (the "Company") held its Annual General Meeting of Shareholders. At the Annual General Meeting, shareholders of the Company considered and acted upon two proposals:
Proposal 1: To elect Michael T. Fries, Paul A. Gould, and Alfonso de Angoitia Noriega as Class III members of the Company's board of directors for a term expiring at the 2023 Annual General Meeting of Shareholders or their earlier resignation or removal.
Total Votes Cast:
FOR AGAINST ABSTENTIONS BROKER NON-VOTES Michael T. Fries 37,634,044 10,997,756 3,058,814 6,711,200 Paul A. Gould 37,733,433 10,898,410 3,058,771 6,711,200 Alfonso de Angoitia Noriega 35,337,225 13,268,130 3,085,259 6,711,200 Accordingly, the foregoing nominees were re-elected to the Company's board of directors Proposal 2: To appoint KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, and to authorize the Company’s board of directors, acting by the audit committee, to determine the independent auditors remuneration (the “Auditors Appointment Proposal”).
Total Votes Cast:
FOR AGAINST ABSTENTIONS BROKER NON-VOTES 58,288,176 105,959 7,679 - Accordingly, the Auditors Appointment Proposal was approved May 16, 2019 Annual General Meeting of Shareholders Results
Annual General Meeting of Shareholders Results
On May 16, 2019, Liberty Latin America Ltd. (the "Company") held its Annual General Meeting of Shareholders. At the Annual General Meeting, shareholders of the Company considered and acted upon four proposals:
Proposal 1: To elect John C. Malone, Miranda Curtis, and Brendan Paddick as Class II members of the Company's board of directors for a term expiring at the 2022 Annual General Meeting of Shareholders or their earlier resignation or removal.
Total Votes Cast:
FOR AGAINST ABSTENTIONS BROKER NON-VOTES John C. Malone 37,777,332 12,356,763 35,586 6,594,978 Miranda Curtis 41,518,329 8,613,457 37,895 6,594,978 Brendan Paddick 43,602,720 6,529,256 37,705 6,594,978 Accordingly, the foregoing nominees were re-elected to the Company's board of directors. Proposal 2: To appoint KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019, and to authorize the Company's board of directors, acting by the audit committee, to determine the independent auditors remuneration (the "Auditors Appointment Proposal").
Total Votes Cast:
FOR AGAINST ABSTENTIONS BROKER NON-VOTES 56,668,547 79,910 16,202 - Accordingly, the Auditors Appointment Proposal was approved. Proposal 3: To approve the Liberty Latin America 2018 Incentive Plan (the "2018 Incentive Plan Proposal").
Total Votes Cast:
FOR AGAINST ABSTENTIONS BROKER NON-VOTES 42,675,017 7,460,989 33,675 6,594,978 Accordingly, the 2018 Incentive Plan Proposal was approved. Proposal 4: To approve, on an advisory basis, the Liberty Latin America 2018 Nonemployee Director Incentive Plan (the "2018 Nonemployee Director Incentive Plan Proposal").
Total Votes Cast:
FOR AGAINST ABSTENTIONS BROKER NON-VOTES 48,887,105 1,245,961 36,615 6,594,978 Accordingly, the 2018 Incentive Plan Proposal was approved. May 17, 2018 Annual General Meeting of Shareholders Results
Annual General Meeting of Shareholders Results
On May 17, 2018, Liberty Latin America Ltd. (the " Company " ) held its Annual General Meeting of Shareholders. At the Annual General Meeting, shareholders of the Company considered and acted upon four proposals:
Proposal 1: To elect Charles H.R. Bracken, Balan Nair, and Eric L. Zinterhofer as Class I members of the Company's board of directors for a term expiring at the 2021 Annual General Meeting of Shareholders or their earlier resignation or removal.
Total Votes Cast:
FOR AGAINST ABSTENTIONS BROKER NON-VOTES Charles H.R. Bracken 54,201,451 (99.47%) 281,760 9,626 4,591,408 Balan Nair 54,158,124 (99.39%) 328,821 5,892 4,591,408 Eric L. Zinterhofer 53,989,458 (99.08%) 493,348 10,031 4,591,408 Accordingly, the foregoing nominees were re-elected to the Company's board of directors. Proposal 2: To appoint KPMG LLP as the Company's independent auditors for the fiscal year ending December 31, 2018, and to authorize the Company's board of directors, acting by the audit committee, to determine the independent auditors remuneration (the " Auditors Appointment Proposal " ).
Total Votes Cast:
FOR AGAINST ABSTENTIONS BROKER NON-VOTES 59,054,021 (99.95%) 377,190 5,374 Accordingly, the Auditor's Appointment Proposal was approved. Proposal 3: To approve, on an advisory basis, the compensation of the Company's named executive officers as described in the Company's definitive proxy statement for the 2018 Annual General Meeting of Shareholders under the heading " Executive Officers and Directors Compensation " (the " Say-on- Pay Proposal " ).
Total Votes Cast:
FOR AGAINST ABSTENTIONS BROKER NON-VOTES 53,874,044 (98.86%) 24,850 241,603 4,591,408 Accordingly, the Say-on-Pay Proposal was approved. Proposal 4: To approve, on an advisory basis, the frequency at which future say-on-pay votes will be held (the " Say-on-Frequency Proposal " ).
Total Votes Cast:
ONE YEAR TWO YEARS THREE YEARS ABSTENTIONS BROKER NON-VOTES 20,578,699 907,746 32,971,993 (60.51%) 34,399 4,591,408 Accordingly, the foregoing nominees were re-elected to the Company's board of directors.
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