Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On January 24, 2020, Sable International Finance Limited (the "Issuer"), a wholly-owned indirect subsidiary of Liberty Latin America Ltd. (the "Company"), completed the refinancing transactions detailed below, including raising approximately $1.51 billion of new term loan debt bearing interest at a rate of LIBOR plus 2.25% to prepay its existing term loan debt that bore interest at a rate of LIBOR plus 3.25%, also thereby extending the maturity date of its term loan debt to January 31, 2028. The Issuer also issued an additional $150 million aggregate principal amount of its 5.750% senior secured notes due 2027 that were originally issued in April 2019, and applied the proceeds to complete the prepayment in full of its existing term loan debt.



Term B-5 Facility and Extended Class B Revolving Credit Commitment
The Issuer and Coral-US Co-Borrower LLC (the "Co-Borrower"), as borrowers and
guarantors (together, the "Initial Borrowers"), entered into the financing
arrangements described below. The arrangements amend, supplement and/or restate
(as described below) the amended and restated credit agreement dated March 7,
2018 made between, among others, the Initial Borrowers, the guarantors named
therein (the "Guarantors"), and The Bank of Nova Scotia as administrative agent
(the "Administrative Agent") and security trustee (the "Security Trustee") (as
amended, supplemented and/or restated from time to time prior to the Amendment
Effective Date (as defined below), the "Existing Credit Agreement", and as
amended, supplemented and/or restated by the Additional Facility Joinder
Agreement and the Extension Amendment (each as defined below) as of the
Amendment Effective Date, the "Amended Credit Agreement"). Each of the Initial
Borrowers and the Guarantors is a wholly-owned indirect subsidiary of Liberty
Latin America Ltd.
The Co-Borrower, the Guarantors, the lenders named therein (the "Additional Term
B-5 Facility Lenders"), the Administrative Agent and the Security Trustee
entered into an additional facility joinder agreement dated January 24, 2020
(the "Additional Facility Joinder Agreement"), and the Initial Borrowers, the
Guarantors, the lenders named therein (the "Extending Class B Revolving Credit
Lenders"), the Administrative Agent and the Security Trustee entered into an
extension amendment dated January 24, 2020 (the "Extension Amendment"), in each
case pursuant to the Existing Credit Agreement.
Under the terms of the Additional Facility Joinder Agreement, the Additional
Term B-5 Facility Lenders agreed to provide a $1,510 million term loan facility
(the "Term B-5 Facility") to the Co-Borrower under and in accordance with the
terms of the Existing Credit Agreement. The final maturity date for the Term B-5
Facility is January 31, 2028. The Term B-5 Facility bears interest at a rate of
LIBOR plus 2.25% subject to a LIBOR floor of 0.00%. The proceeds of the advance
under the Term B-5 Facility, together with the proceeds of the Additional Notes
(as defined below), were used to prepay in full the Term B-4 Facility
outstanding under the Existing Credit Agreement, which bore interest at a rate
of LIBOR plus 3.25%, and for the payment of related fees and expenses.
Under the terms of the Extension Amendment, the Extending Class B Revolving
Credit Lenders agreed to extend the maturity date of their respective Class B
Revolving Credit Commitments under (and as defined in) Existing Credit
Agreement, in an aggregate principal amount of $575 million, to January 30,
2026, with the Initial Borrowers as the borrowers thereunder (the "Extended
Class B Revolving Credit Commitments"). Other than the maturity date, all other
terms of the Extended Class B Revolving Credit Commitments are the same as the
Class B Revolving Credit Commitments. The aggregate principal amount of the
remaining Class B Revolving Credit Commitments is $50 million.
The Additional Term B-5 Facility Lenders and the Extending Class B Revolving
Credit Lenders provided their consents to amendments to the covenants and other
provisions of the Existing Credit Agreement outlined in, and by way of, the
Additional Facility Joinder Agreement and the Extension Amendment, as applicable
(the "Amendments"). The Term B-5 Facility was funded, and the Extended Class B
Revolving Credit Commitments became effective, on January 24, 2020 (the
"Amendment Effective Date"). Upon the Amendment Effective Date, the consent of
the requisite lenders under the Existing Credit Agreement for certain of the
Amendments was obtained and the Amended Credit Agreement became effective as of
such date.
The obligations of the Initial Borrowers and the Guarantors under the Term B-5
Facility and the Extended Class B Revolving Credit Commitments will remain
guaranteed by the Initial Borrowers and the Guarantors, and will continue to be
secured by pledges over the shares of each Guarantor and certain subordinated
shareholder loans.
The foregoing descriptions of the Additional Facility Joinder Agreement, the
Term B-5 Facility, the Extension Amendment, the Extended Class B Revolving
Credit Commitments, the Amended Credit Agreement and the transactions
contemplated thereby are not complete and are subject to, and qualified in their
entirety by reference to, the Additional Facility Joinder Agreement and the
Extension Amendment (including in the respective schedules thereto), copies of
which are attached hereto at Exhibits 10.1 and 10.2.


--------------------------------------------------------------------------------

Additional 5.750% Senior Secured Notes due 2027 On January 24, 2020, the Issuer also issued an additional $150 million aggregate principal amount of its 5.750% senior secured notes due 2027 (the "Additional Notes"), at an issue price of 106.000% plus accrued interest from January 7, 2020 to January 24, 2020 in a private offering in accordance with Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Additional Notes were issued under an indenture dated April 5, 2019 (the "Indenture") between the Issuer and BNY Corporate Trustee Services Limited as trustee pursuant to which the Issuer had originally issued $400 million aggregate principal amount of its 5.750% senior secured notes due 2027 on April 5, 2019 (the "Original Notes").

The Additional Notes and the Original Notes (collectively, the "Notes") are treated as one single class for all purposes under the Indenture including, without limitation, waivers, amendments, redemptions and offers to purchase. After giving effect to the issuance of the Additional Notes, the outstanding aggregate principal amount of the Notes is $550 million.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.



Exhibit No.     Exhibit Name

10.1              Additional Facility Joinder Agreement dated January 24, 2020
                and entered into between, among others, Sable International
                Finance Limited, Coral-US Co-Borrower LLC and The Bank of Nova
                Scotia*
10.2              Extension Amendment dated January 24, 2020 and entered into
                between, among others, Sable International Finance Limited,
                Coral-US Co-Borrower LLC and The Bank of Nova Scotia*
                XBRL Inline Instance Document - the instance document does not
                appear in the Interactive Data File because its XBRL tags are
101.INS         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.
                Cover Page Interactive Data File.* (formatted as Inline XBRL and
104             contained in Exhibit 101)

* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses