Obligation CABLEONDA S.A. 4.5% ( USP1926LAA37 ) en USD

CABLEONDA S.A.

92 % ▲

Panama

USP1926LAA37 ( en USD )

4.5% par an ( paiement semestriel )

30/01/2030

Prospectus brochure de l'obligation CABLE ONDA S.A USP1926LAA37 en USD 4.5%, échéance 30/01/2030

Ba2 ( Spéculatif )

30/01/2026 ( Dans 174 jours )

CABLE ONDA S.A. est une entreprise de télécommunications opérant principalement au Maroc, offrant des services de télévision par câble, internet haut débit et téléphonie fixe et mobile.

L'Obligation émise par CABLEONDA S.A. ( Panama ) , en USD, avec le code ISIN USP1926LAA37, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/01/2030

L'Obligation émise par CABLEONDA S.A. ( Panama ) , en USD, avec le code ISIN USP1926LAA37, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

OFFERING MEMORANDUM

$600,000,000

Cable Onda, S.A.
A corporation (sociedad anónima) incorporated and existing under the laws of Panama
Public Offering authorized by the Panamanian Superintendency of Capital Markets (SMV) through Resolution
No. SMV 431-19 of October 22, 2019
4.500% Senior Notes due 2030

Interest payable on January 30 and July 30, commencing on January 30, 2020

We are offering $600,000,000 aggregate principal amount of our 4.500% Senior Notes due 2030 (the "Notes").
Interest on the Notes will accrue from November 1, 2019 at a rate of 4.500% per annum, and we will pay interest on
the Notes semiannually in arrears on January 30 and July30 of each year, starting January 30, 2020. The ratio of the
total principal amount of the Notes being offered to our paid-in capital (defined as common shares plus additional
paid-in capital) is 10.41. The Notes will mature on January 30, 2030. The Notes will be subject to redemption, in
whole but not in part, prior to maturity upon the imposition of certain changes affecting taxation in Panama. See
"Description of Notes--Tax Redemptions." The Notes will also be subject to redemption by us, in whole or in part,
at any time and from time to time prior to January 30, 2025 at their principal amount plus a "make-whole" premium,
and accrued and unpaid interest, if any, to the date of redemption. The Notes also will be subject to redemption by
us, in whole or in part, at any time and from time to time on or after January 30, 2025 at redemption prices based on
percentages of the outstanding principal amount thereof, plus accrued and unpaid interest, if any, to the date of
redemption. In addition, we may redeem up to 40.0% of the original aggregate principal amount of the Notes using
the proceeds of certain equity offerings at any time and from time to time prior to January 30, 2022, at a redemption
price equal to 104.500% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of
redemption. See "Description of Notes--Optional Redemption." Payments on the Notes will be payable in
U.S. dollars and will be paid without deduction for or on account of taxes imposed or levied by Panama to the extent
set forth under "Description of Notes--Additional Amounts."
The Notes will be our unsecured, unsubordinated and senior obligations and will rank pari passu in right of payment
with all our existing and future unsecured and unsubordinated obligations other than obligations preferred by statute
or operation of law. The Notes will be effectively subordinated to all of our secured indebtedness with respect to the
value of our assets securing that indebtedness and structurally subordinated to all of the existing and future liabilities
of our subsidiaries. The Notes will not be guaranteed by any person or entity.
For a more detailed description of the Notes, see "Description of Notes" beginning on page 120 of this offering
memorandum.
This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law on prospectuses
for securities dated July 16, 2019.
Cable Onda S.A. is a corporation (sociedad anónima) incorporated and existing under the laws of Panama, since
September 7, 1990, as evidenced in the Panamanian Public Registry, File 238626 of the Mercantile Section with our
principal place of business at GMT Building (MAPFRE), 4th Floor, Paseo del Mar Ave and La Rotonda Ave, Costa

del Este, Panama City, Republic of Panama, telephone number + 507-390-7555. Our LEI number is
5299008Q5GONPYNF9J32.

We will offer the Notes for sale on the Panama Stock Exchange ("PSE") on the local trading date pursuant to a public
auction process detailed in this offering memorandum. See "Plan of Distribution--Settlement--Panamanian
Settlement Process." We will execute a purchase agreement on the date hereof under which, subject to certain
conditions, the Initial Purchasers will submit a bid to purchase the Notes on the local trading date and, provided that
the bid of the Initial Purchasers on the PSE is the highest (and in case of a tie, earliest) bid, such bid will be accepted
by us. The Initial Purchasers will only be offering the Notes to investors that satisfy certain requirements. See "Plan
of Distribution" for more information. The settlement will take place four business days after the local trading date.
However, consummation of the sale and purchase of the Notes on the settlement date as contemplated in the purchase
agreement will be conditioned upon the Initial Purchasers' satisfaction on the settlement date that all conditions
precedent set forth in the purchase agreement have been met or waived on or prior to the settlement date (the
"Conditions"). In addition, the purchase agreement permits the Initial Purchasers to terminate their respective
obligation to purchase the Notes in certain circumstances, including general trading suspensions, bank moratoria in
the United States or Panama and acts of war or terrorism ("Termination Events").
If the Initial Purchasers were to determine on or prior to the settlement date, in accordance with the terms of the
purchase agreement, that any of the Conditions has not been satisfactorily met or waived or that a Termination Event
has occurred or if we and the Initial Purchasers mutually agree, the Initial Purchasers have the right to require the
issuer to repurchase the Notes on the settlement date by delivering a notice to us, and in that event we will repurchase
on the settlement date the Notes sold to the Initial Purchasers on the PSE.
No public market currently exists for the Notes. Application has been made to admit the Notes to listing on the Official
List of the Luxembourg Stock Exchange and to trading on the Euro MTF Market of the Luxembourg Stock Exchange.
See "Listing and General Information."

Investing in the Notes involves risks. See "Risk Factors" beginning on page 26 of this offering memorandum.

Price: 98.995%, plus accrued interest, if any from November 1, 2019

The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under
any state securities laws. Accordingly, the Notes are being offered and sold only (1) to qualified institutional buyers
in accordance with Rule 144A under the Securities Act, or Rule 144A, and (2) to non-U.S. persons in offshore
transactions outside the United States in accordance with Regulation S under the Securities Act, or Regulation S.
Prospective purchasers that are qualified institutional buyers are hereby notified that we may be relying on the
exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain
restrictions on transfer of the Notes, see "Transfer Restrictions."
THE PUBLIC OFFERING OF THE NOTES HAS BEEN AUTHORIZED IN PANAMA BY THE SMV. THIS
AUTHORIZATION DOES NOT IMPLY THAT THE SUPERINTENDENCY RECOMMENDS INVESTING IN
THE NOTES NOR DOES IT REPRESENT A FAVORABLE OR UNFAVORABLE OPINION ON THE ISSUER'S
BUSINESS PROSPECTS. THE PANAMA SECURITIES MARKET SUPERINTENDENCY WILL NOT BE
RESPONSIBLE FOR THE ACCURACY OF THE INFORMATION PRESENTED IN THIS OFFERING
MEMORANDUM OR OF THE DECLARATIONS CONTAINED IN THE REGISTRATION APPLICATION OR
THE OTHER DOCUMENTATION AND INFORMATION PRESENTED BY US FOR THE REGISTRATION OF
THE PUBLIC OFFER. THE SPANISH LANGUAGE OFFERING MEMORANDUM WIL BE REGULATED BY
THE PANAMANIAN SECURITIES LAW (LAW DECREE 1 OF 1999 AS FURTHER AMENDED).

THE LISTING AND TRADING OF THE NOTES HAVE BEEN AUTHORIZED BY THE PANAMA STOCK
EXCHANGE. THIS AUTHORIZATION DOES NOT IMPLY ANY RECOMMENDATION OR OPINION
REGARDING THE NOTES OR THE ISSUER.
TO THE EXTENT THAT THE SPANISH LANGUAGE OFFERING MEMORANDUM USED IN CONNECTION
WITH THE OFFERING OF THE NOTES CONFLICTS WITH THIS OFFERING MEMORANDUM, THIS
OFFERING MEMORANDUM SHALL GOVERN AND CONTROL. EN LA MEDIDA QUE EL PROSPECTO
INFORMATIVO EN IDIOMA ESPAÑOL UTILIZADO EN RELACIÓN CON LA OFERTA DE LOS BONOS
CONTRADIGA O PRESENTE UN CONFLICTO CON EL PROSPECTO INFORMATIVO EN IDIOMA INGLÉS,
ÉSTE ÚLTIMO REGIRÁ Y CONTROLARÁ. LA VERSIÓN EN ESPAÑOL DEL PROSPECTO INFORMATIVO HA
SIDO APROBADA POR LA SMV.
THE NOTES WILL BE OFFERED FOR SALE BY THE ISSUER AND PURCHASED BY THE INITIAL
PURCHASERS AND POTENTIALLY OTHER PURCHASERS ON THE PANAMA STOCK EXCHANGE
PURSUANT TO THE BIDDING PROCESS DESCRIBED HEREIN.
THE SETTLEMENT WILL TAKE PLACE FOUR BUSINESS DAYS AFTER THE TRADE DATE.
HOWEVER, CONSUMMATION OF THE SALE AND PURCHASE OF THE NOTES ON THE
SETTLEMENT DATE AS CONTEMPLATED IN THE PURCHASE AGREEMENT WILL BE
CONDITIONED UPON THE INITIAL PURCHASERS' SATISFACTION ON THE SETTLEMENT DATE
THAT THE CONDITIONS HAVE BEEN MET OR WAIVED ON OR PRIOR TO THE SETTLEMENT
DATE. IN ADDITION, THE PURCHASE AGREEMENT PERMITS THE INITIAL PURCHASERS TO
TERMINATE THEIR RESPECTIVE OBLIGATIONS TO PURCHASE THE NOTES IN CERTAIN
CIRCUMSTANCES, INCLUDING GENERAL TRADING SUSPENSIONS, BANK MORATORIA IN THE
UNITED STATES OR PANAMA AND ACTS OF WAR OR TERRORISM ("TERMINATION EVENTS").
IF THE INITIAL PURCHASERS WERE TO DETERMINE ON OR PRIOR TO THE SETTLEMENT DATE,
IN ACCORDANCE WITH THE TERMS OF THE PURCHASE AGREEMENT, THAT ANY OF THE
CONDITIONS HAS NOT BEEN SATISFACTORILY MET OR WAIVED OR THAT A TERMINATION
EVENT HAS OCCURRED OR IF THE ISSUER AND THE INITIAL PURCHASERS MUTUALLY AGREE,
THE INITIAL PURCHASERS HAVE THE RIGHT TO REQUIRE THE ISSUER TO REPURCHASE THE
NOTES ON THE SETTLEMENT DATE BY DELIVERING A NOTICE TO THE ISSUER, AND IN THAT
EVENT THE ISSUER SHALL REPURCHASE ON THE SETTLEMENT DATE THE NOTES SOLD TO
THE INITIAL PURCHASERS ON THE PANAMA STOCK EXCHANGE AND IN ADDITION IN THE
CASE OF A REPURCHASE IN WHOLE THE ISSUER SHALL REPURCHASE OR REDEEM (AT ITS
OPTION) ON THE SETTLEMENT DATE ALL NOTES SOLD TO OTHER PURCHASERS ON THE
PANAMA STOCK EXCHANGE.
THE REPURCHASE PRICE (AND, IF REDEMPTION OF ANY NOTES IS REQUIRED, THE
REDEMPTION PRICE) SHALL BE EQUAL TO THE PRICE PAYABLE TO THE ISSUER FOR THE
NOTES (INCLUDING ANY PREMIUM, DISCOUNT AND/OR PREPAID INTEREST), AND NO MAKE-
WHOLE PREMIUM OR ANY OTHER AMOUNTS SHALL BE PAYABLE IN CONNECTION
THEREWITH. THE ISSUER'S OBLIGATION TO PAY THE REPURCHASE PRICE FOR THE NOTES
ACQUIRED BY THE INITIAL PURCHASERS AND THE ISSUER'S OBLIGATION TO PAY THE
REPURCHASE OR REDEMPTION PRICE FOR THE NOTES ACQUIRED BY OTHER PURCHASERS
(IN THE CASE OF ANY REDEMPTION, TO THE GREATEST EXTENT POSSIBLE) WILL BE SET OFF
AGAINST THE INITIAL PURCHASERS' OBLIGATION (AND THE OTHER PURCHASERS'
OBLIGATION, AS APPLICABLE) TO PAY THE PURCHASE PRICE FOR SUCH NOTES. SEE "PLAN OF
DISTRIBUTION."

The Initial Purchasers delivered the Notes to investors in book-entry form through The Depository Trust Company
("DTC") and Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, Luxembourg, as DTC
participants, on or about November 1, 2019. Beneficial interests in the Notes may be held in Panama through Central
Latinoamericana de Valores S.A. ("LatinClear"), a participant in Euroclear and Clearstream.

On or prior to the date the Notes are issued, the Notes are expected to have been rated. A CREDIT RATING DOES
NOT GUARANTEE THE REPAYMENT OF THE NOTES. A securities rating is not a recommendation to buy, sell
or hold securities and may be subject to revision or withdrawal at any time.

Global Coordinators and Bookrunners
Goldman Sachs & Co. LLC
J.P. Morgan
Joint Bookrunners
BNP PARIBAS
Morgan Stanley
Scotiabank

THE PUBLIC OFFERING OF THE NOTES IS REGISTERED IN PANAMA WITH AND AUTHORIZED BY THE
SMV AND THE NOTES ARE LISTED ON THE PSE. NONE OF THE REGISTRATION WITH OR THE
AUTHORIZATION BY THE SMV, THE LISTING OF THE NOTES ON THE PSE OR THE REST OF THE
DOCUMENTATION AND INFORMATION PRESENTED FOR THE REGISTRATION OF THE PUBLIC
OFFERING IMPLIES ANY CERTIFICATION OR RECOMMENDATION TO THE INVESTMENT QUALITY
OF THE NOTES, OUR SOLVENCY, OR A FAVORABLE OR UNFAVORABLE OPINION OF OUR BUSINESS
OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION AS CONTAINED IN THIS OFFERING
MEMORANDUM AND IN ITS FILING REQUEST.
The date of this offering memorandum is November 6, 2019.

Table of Contents
Notice to Investors ················································································································ vii
Service of Process and Enforceability of Civil Liabilities ···································································· x
Additional Information ··········································································································· xi
Cautionary Statement Regarding Forward-Looking Statements ···························································· xii
Presentation of Financial and Other Information ············································································ xiv
Glossary of Terms ··············································································································· xix
Summary ···························································································································· 1
Risk Factors ························································································································ 26
Use of Proceeds ··················································································································· 48
Capitalization ······················································································································ 49
Selected Historical Financial Data of Cable Onda ············································································ 50
Selected Historical Financial Data of Telefónica Panamá ··································································· 52
Unaudited Pro Forma Condensed Combined Financial Information ······················································ 54
Management's Discussion and Analysis of Financial Condition and Results of Operations of Cable Onda ········· 63
Management's Discussion and Analysis of Financial Condition and Results of Operations of Telefónica Panamá · 78
Business of Cable Onda ·········································································································· 88
Business of Telefónica Panamá ································································································· 97
Panama's Telecommuncations Industry ····················································································· 106
Management ····················································································································· 113
Principal Shareholders·········································································································· 117
Certain Relationships and Related Party Transactions ····································································· 118
Description of Notes ············································································································ 120
Taxation ·························································································································· 167
Corporate Governance·········································································································· 172
Plan of Distribution ············································································································· 174
Estimated Expenses of the Offering ·························································································· 182
Transfer Restrictions············································································································ 183
Listing and General Information ······························································································ 185
Validity of Notes ················································································································ 186
Independent Auditors ··········································································································· 187
Index to Financial Statements ·································································································· F-1

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Unless otherwise indicated or the context otherwise requires, all references in this offering memorandum to "Cable
Onda," the "Company," "we," "our," "ours," "us" or similar terms refer to Cable Onda, S.A. together with its
subsidiaries and references to the "Issuer" refer to Cable Onda, S.A., as issuer of the Notes. In addition, references in
this offering memorandum to "Millicom" are to our ultimate parent, Millicom International Cellular S.A., a public
limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of
Luxembourg and listed on the Nasdaq Global Select Market.
References to "Panama" are to the Republic of Panama.

-vi-

Notice to Investors
This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to purchase, any
Note offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer
or solicitation. Neither the delivery of this offering memorandum nor any sale made hereunder shall under
any circumstances imply that there has been no change in our affairs or the affairs of our subsidiaries or that
the information set forth in this offering memorandum is correct as of any date subsequent to the date of this
offering memorandum.
This offering memorandum has been prepared by us solely for use in connection with the proposed offering of the
Notes. We, as well as Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC ("JP Morgan"), BNP Paribas
Securities Corp., Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc. (collectively, the "Initial Purchasers"),
reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the Notes
offered by this offering memorandum. This offering memorandum does not constitute an offer to any other person or
to the public in general to subscribe for or otherwise acquire the Notes. Distribution of this offering memorandum by
you to any person other than those persons retained to advise you is unauthorized, and any disclosure of any of the
contents of this offering memorandum without our prior written consent is prohibited.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this offering memorandum and the purchase, offer or sale of the Notes, and (2) obtain
any required consent, approval or permission for the purchase, offer or sale by you of the Notes under the laws and
regulations applicable to you in force in any jurisdiction to which you are subject or in which you make such purchases,
offers or sales, and neither we nor the Initial Purchasers have any responsibility therefor. See "Transfer Restrictions"
for information concerning some of the transfer restrictions applicable to the Notes.
You acknowledge that:
· you have been afforded an opportunity to request from us, and to review, all additional information
considered by you to be necessary to verify the accuracy of, or to supplement, the information contained
in this offering memorandum;
· you have not relied on the Initial Purchasers or any person affiliated with the Initial Purchasers in
connection with your investigation of the accuracy of such information or your investment decision; and
· no person has been authorized to give any information or to make any representation concerning us or
the Notes other than those as set forth in this offering memorandum. If given or made, any such other
information or representation should not be relied upon as having been authorized by us or the Initial
Purchasers.
We, having made all reasonable inquiries, confirm that the information contained in this offering memorandum
with regard to us is true and accurate in all material respects, that the opinions and intentions expressed in this
offering memorandum are honestly held, and that there are no other facts the omission of which would make
this offering memorandum as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect. We accept responsibility accordingly.
This offering memorandum summarizes certain documents and other information, and we refer you to those
sources for a more complete understanding of what we discuss in this offering memorandum. We have obtained
the market information in this offering memorandum from publicly-available information or other sources we
deemed to be reliable. We accept responsibility for correctly extracting and reproducing such information. In
making an investment decision, you must rely on your own examination of our business and the terms of this
offering, including the merits and risks involved. These Notes have not been recommended, approved or
disapproved by the United States Securities and Exchange Commission (the "SEC") or any other federal or
state securities commission or regulatory authority, or by the SMV. Furthermore, these authorities have not
confirmed the accuracy or determined the adequacy of this offering memorandum. Any representation to the
contrary is a criminal offense.

-vii-

The offering is being made in reliance upon an exemption from registration under the Securities Act for an
offer and sale of securities that does not involve a public offering. The Notes are subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under the Securities Act
and applicable state securities laws, pursuant to registration or exemption therefrom. In making your
purchase, you will be deemed to have made certain acknowledgments, representations and agreements set forth
in this offering memorandum under the caption "Transfer Restrictions." You should be aware that you may
be required to bear the financial risks of this investment for an indefinite period of time.
This offering memorandum omits certain information that we would be required to include in a prospectus prepared
in compliance with SEC rules relating to a public offering of securities, including, for example, certain executive
compensation and corporate governance disclosures and historical consolidated financial data required by Regulation
S-K under the Securities Act.
Laws in certain jurisdictions may restrict the distribution of this offering memorandum and the offer and sale of the
Notes. Persons into whose possession this offering memorandum or any of the Notes are delivered must inform
themselves about, and observe, any such restrictions. Each prospective purchaser of the Notes must comply with all
applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the Notes or distributes
this offering memorandum and must obtain any consent, approval or permission required under any regulations in
force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we nor
any of the Initial Purchasers shall have any responsibility therefor.
Notice to Investors in Panama
NOTICE: This offering memorandum shall be known as the Prospecto Informativo in Spanish for purposes of the
registration of the public offering of Notes with the SMV and its filing before the PSE, and as the offering
memorandum in English for purposes of the offering of the Notes in the United States and outside the United States
(except in Panama). All amendments to the terms and conditions of the Notes are subject to Acuerdo 4- 2003 of April
11, 2003 and must be performed in compliance with the provisions thereof. To the extent that the Prospecto
Informativo, in Spanish language conflicts with the English language offering memorandum, this English language
offering memorandum shall govern and control.
Notice to Investors in Canada
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act
(Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions
and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from,
or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission
or damages if this offering memorandum (including any amendment thereto) contains a misrepresentation, provided
that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the
securities legislation of the purchaser's province or territory. The purchaser should refer to any applicable provisions
of the securities legislation of the purchaser's province or territory for particulars of these rights or consult with a legal
advisor.
Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian
jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts ("NI 33-105"), the Initial Purchasers
are not required to comply with the disclosure requirements of NI33-105 regarding underwriter conflicts of interest in
connection with this offering.
Notice to Investors in the United Kingdom
In the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently
made may only be directed at persons who (i) have professional experience in matters relating to investments falling
within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"); (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated

-viii-

associations etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom
an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000 (the "FSMA")) in connection with the issue or sale of any securities may otherwise
lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant
persons"). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant
persons. In the United Kingdom, any investment or investment activity to which this document relates is only available
to, and will be engaged in with, relevant persons.
Notice to Investors in the European Economic Area
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive EU 2016/97 (as amended,
the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available
to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
This offering memorandum may only be used for the purposes for which it has been published. The Initial
Purchasers make no representation, express or implied, as to the accuracy or completeness of the information
contained in this offering memorandum. Nothing contained in this offering memorandum is, or should be
relied upon as, a promise or representation by the Initial Purchasers as to the past or future. The Initial
Purchasers assume no responsibility for the accuracy or completeness of any such information.

See "Risk Factors," following the "Summary," for a description of certain risk factors relating to an investment in the
Notes, including information about our business. None of us, the Initial Purchasers or any of our or their
representatives is making any representation to you regarding the legality of an investment by you under applicable
legal investment or similar laws. You should consult with your own advisors as to legal, tax, business, financial and
related aspects of a purchase of the Notes.

-ix-

Service of Process and Enforceability of Civil Liabilities
Panama
We have been advised by our Panamanian counsel, Galindo Arias & López, and the Initial Purchasers have been
advised by their Panamanian counsel, Arias, Fábrega & Fábrega, that no treaty exists between the United States and
Panama for the reciprocal enforcement of foreign judgments and that there is doubt as to the enforceability, in original
actions in Panamanian courts, of liabilities predicated solely on United States federal securities laws and as to the
enforceability in Panamanian courts of judgments of United States courts obtained in actions predicated upon the civil
liability provision of the United States federal securities laws. In any case, judgments of courts outside Panama,
including but not limited to judgments of United States courts, may only be recognized and enforced by the courts of
Panama in the event that the Supreme Court of Panama validates the judgment by issuing a writ of exequatur. Subject
to a writ of exequatur, any final money judgment rendered by any foreign court will be recognized, conclusive, and
enforceable in the courts of Panama without reconsideration of the merits, provided that (i) such foreign court grants
reciprocity to the enforcement of judgments of courts of Panama, (ii) the party against whom the judgment was
rendered, or its agent, was personally served (service by mail not being sufficient) in such action within such foreign
jurisdiction, (iii) the judgment arises out of a personal action against the defendant, (iv) the obligation in respect of
which the judgment was rendered is lawful in Panama and does not contradict the public policy of Panama, (v) the
judgment, in accordance with the laws of the country where it was rendered, is final and not subject to appeal, (vi) the
judgment is properly authenticated by diplomatic or consular officers of Panama, or pursuant to the 1961 Hague
Convention on the legalization of documents and, (vi) a copy of the final judgment is translated into Spanish by a
licensed translator in Panama. Any final money judgment rendered against us and validated by the Supreme Court of
Panama will be delivered by the Supreme Court of Panama to us for payment.
All or a substantial portion of our assets are located in Panama or outside the United States. As a result, it may not be
possible for investors in our securities to enforce judgments of U.S. courts against us predicated upon the civil liability
provisions of the U.S. federal securities laws, or otherwise obtained, in U.S. courts. Because all or a substantial portion
of our assets are located outside the United States, any judgment obtained in the United States against us may not be
fully collectible in the United States.
We have appointed C T Corporation System, presently located at 28 Liberty Street, New York, New York 10005, as
our authorized agent upon which process may be served in any action arising out of or in connection with the indenture
governing the Notes (the "Indenture"). With respect to such actions, we have submitted to the jurisdiction of the courts
of the State of New York sitting in the County of New York in New York City, or courts of the United States for the
Southern District of New York.

-x-

Document Outline

#7">Notice to Investors
- #8">Notice to Investors in Panama
- #8">Notice to Investors in Canada
- #8">Notice to Investors in the United Kingdom
- #9">Notice to Investors in the European Economic Area
#10">Service of Process and Enforceability of Civil Liabilities
#11">Additional Information
#12">Cautionary Statement Regarding Forward-Looking Statements
#14">Presentation of Financial and Other Information
- #14">Financial Statements
- #14">Financial Statements of Telefónica Móviles Panamá, S.A. (Telefónica PanamáŽ)
- #14">Unaudited Pro Forma Condensed Combined Financial Information
- #14">Special Note Regarding Non-IFRS Financial Measures
- #15">Comparability of our Results of Operations
- #15">The comparability of our results of operations is affected by our acquisition of Telefónica Panamá, which was completed on August 29, 2019.
- #15">This offering memorandum includes unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2018 giving effect to the Telefónica Panamá Acquisition. Our financial statements for the periods prior to the da...
- #15">Unless otherwise stated or as set forth in the Pro Forma Statements, our results of operations and financial information presented throughout this offering memorandum have not been adjusted to give effect to the Telefónica Panamá Acquisition.
- #15">Currency and Exchange Rates
- #15">Market Share and Penetration Rates
- #16">Trademarks
- #18">Macroeconomic Data
- #18">Rounding
#19">Glossary of Terms
#22">Summary
- #22">Business Overview
- #22">Our History
- #23">Our Controlling Shareholder
- #23">Our Existing Services
- #24">B2C Services
- #25">B2B Services
- #25">Telefónica Panamá
- #26">B2B Services
- #26">B2C Services
  - #27">Competitive Strengths
  - #27">Advantageous and Stable Economic Backdrop.
  - #27">Strong Market Position and Scale Advantages.
  - #27">Differentiated product offering with exclusive channels and content, generating loyalty to the brand.
  - #28">Pay-TV, Internet and fixed and mobile telephony market leadership supported by our large customer base, customer satisfaction, network expansion, low churn and high market share.
  - #28">Our management team has low turnover and unparalleled cumulative experience in the local market.
  - #28">Nationwide state-of-the-art HFC fiber network with consistent capital expenditures, complemented with DTH / MMDS.
  - #28">Robust B2B offering, including three data centers and other innovative service offerings for some of Panamas most prominent companies.
  - #29">Parent with significant emerging markets expertise and affiliates offering complementary products.
  - #29">Business Strategy
  - #29">Realize cost synergies and growth opportunities from the Telefónica Panamá Acquisition.
  - #29">Continue developing and enhancing our High Speed Broadband and Wi-Fi Experience.
  - #30">Provide new TV Value Proposition in an evolving market consumption.
  - #30">Continue to penetrate with our triple play offering.
  - #30">Continue focusing on customer experience evolution (retention) and tracking.
  - #31">Offer differentiated and affordable products and services.
- #31">Recent Developments
  - #31">Acquisition of Telefónica Panamá.
    - #32">Telefónica Panamá Acquisition Financing.
- #32">To finance the Telefónica Panamá Acquisition, Millicom entered into an intercompany agreement on August 27, 2019 (the Intercompany Bridge Loan AgreementŽ) with Cable Onda, at a 4% interest rate which is due on November 12, 2019. We intend to use the ...
  - #32">Pro Forma Operations of Cable Onda and Telefónica Panamá.
  - #33">Waiver and Amendments to the 2025 Notes.
- #33">Preliminary Results for the Third Quarter of 2019
  - #34">Corporate Structure
  - #34">Corporate Headquarters
- #35">The Offering
- #41">Summary Historical Financial Data of Cable Onda
- #43">Summary Historical Financial Data of Telefónica Panamá
- #45">Summary Unaudited Pro Forma Condensed Combined Financial Information
#47">Risk Factors
- #47">Certain risk factors relating to our business
  - #47">Our level of indebtedness may affect our flexibility in operating and developing our business and our ability to satisfy our obligations.
  - #48">We operate only in Panama.
  - #48">We operate in a highly competitive business environment which could materially and adversely affect our business, financial condition, results of operations and liquidity.
  - #48">We face significant risks as a result of rapid changes in technology, consumer expectations and behavior.
  - #49">Our Pay-TV use content is provided by third parties. We may have difficulty securing such content and as a result, such content may not be accepted or widely used by our customers.
  - #49">Our ability to maintain and to expand our telecommunications networks may be affected by disruption of supplies and services from our principal suppliers/vendors.
  - #50">Our licenses and frequency allocations are subject to ongoing supervision, which may result in modification, early termination or revocation.
  - #50">Programming and retransmission costs are increasing and we may not have the ability to pass these increases on to our customers. Disputes with programmers and the inability to retain or obtain popular programming can adversely affect our relationshi...
  - #50">We rely on network and information systems for our operations and a disruption or failure of, or defects in, those systems may disrupt our operations, damage our reputation with customers and adversely affect our results of operations.
  - #50">If we experience a significant data security breach or fail to detect and appropriately respond to a significant data security breach, our results of operations and reputation could suffer.
  - #51">If we cannot successfully develop and manage our networks and distribution, we may be unable to expand our customer base and may lose market share and revenues.
  - #51">Natural disasters could damage our physical assets or interrupt our services.
  - #51">Significant unanticipated increases in the use of bandwidth-intensive Internet-based services could increase our costs.
  - #52">We may not realize the anticipated benefits from our acquisitions, including the Telefónica Panamá Acquisition.
  - #52">Our results depend on the contribution of key management and employees and our failure to successfully retain and recruit other qualified personnel could have a material adverse effect on us.
  - #52">We may be liable for the material that content providers distribute over our networks.
  - #52">We collect and process sensitive customer data.
  - #53">We may incur significant costs from wireless fraud or cybersecurity risks, which could adversely affect us.
  - #53">Our brands are subject to reputational risks.
  - #53">Macroeconomic developments may adversely affect our business.
  - #53">Online piracy of entertainment and media content could result in reduced revenues and increased expenditures which could materially harm our business, financial condition and results of operations.
  - #53">Though we are a registered issuer in Panama, we are not a public company in the United States and are not subject to the disclosure policies required of a U.S. public company and may not be able to address certain conflicts of interest in an impartia...
  - #54">We may be materially adversely affected by regulatory, legal and economic changes relating to our physical plant.
  - #54">Changes in accounting standards could adversely affect our financial results.
  - #55">Any deterioration of labor relations with our employees or increase in labor costs could adversely affect our business and financial performance.
  - #55">We are subject to risks related to litigation and administrative proceedings that could adversely affect our business and financial performance in the event of an unfavorable ruling.
  - #55">Our insurance policies may not fully cover damage or we may not be able to obtain insurance against certain risks.
  - #55">Our business depends on intellectual property rights and on not infringing on the intellectual property rights of others.
  - #56">Failure to comply with applicable laws and regulations, including in respect of corruption, money-laundering and other illegal or improper activities could have a material adverse effect on our business.
- #56">Certain risk factors relating to the acquisition of Telefónica Panamá
  - #56">The integration of Cable Onda and Telefónica Panamá will present challenges that may reduce the potential benefits of the transaction.
  - #57">Telefónica Panamás operations depend on interconnection agreements, transmission and leased lines.
  - #57">Many of Telefónica Panamás customers receive services on a prepaid basis and therefore pose higher risk of customer churn.
  - #58">High levels of penetration of mobile phone services in our market could inhibit future growth.
  - #58">The mobile telephony industry is characterized by rapid technological change, which could render our products, technology and services obsolete.
  - #58">The current concerns about the actual or perceived health risks relating to electromagnetic and radio frequency emissions, as well as the attendant publicity or possible resultant litigation, may have a negative effect on our financial condition or t...
- #59">Certain risk factors relating to Panama
  - #59">Our performance is heavily dependent on economic conditions in Panama, which may affect our business and our ability to meet our obligations under the Notes.
  - #59">Any investment in the Notes is subject to emerging market risks that may affect our business and our ability to make payments under the Notes.
  - #59">Panamas economy remains vulnerable to external shocks, including those that could be caused by future significant economic difficulties of major regional trading partners or by more general contagionŽ effects, which could have a material adverse ef...
  - #60">Our ability to make required payments on the Notes may be adversely affected by the Panamanian monetary system.
  - #60">Any additional taxes resulting from changes to tax regulations or the interpretation thereof in Panama could adversely affect our business.
  - #60">Our business and results of operations may be materially affected by changes in Panamanian telecommunications regulations.
  - #61">Different disclosure principles in Panama and the United States may provide you with different or less information about us than you expect.
  - #61">The ability of investors to enforce civil liabilities under U.S. securities laws may be limited.
  - #61">Our ability to make required payments on the Notes may be adversely affected by governmental policies and future political changes in Panama.
  - #61">The remedies available to holders of the Notes may be limited in bankruptcy under Panamanian law.
- #63">Certain risk factors relating to our controlling shareholder group
  - #63">Our indirect controlling shareholder, Millicom, has significant influence over our business and we depend on Millicom for key operational functions.
  - #64">We are party to a number of arrangements with affiliates, and, if we are unable to continue such arrangements on the same terms or at all, our business may be adversely affected.
- #65">Certain risk factors relating to the Notes
  - #65">The restrictive covenants in the Indenture could adversely restrict our financial and operating flexibility and subject us to other risks.
  - #65">We may not have the ability to raise the funds necessary to finance the Change of Control offer to purchase required by the Indenture.
  - #65">Changes in tax laws could lead us to redeem the Notes.
  - #65">We cannot assure you that the credit ratings for the Notes will not be lowered, suspended or withdrawn by the rating agencies.
  - #66">Credit ratings may not reflect all risks, are not recommendations to buy or hold securities and may be subject to revision, suspension or withdrawal at any time.
  - #66">An active trading market may not develop for the Notes, which may hinder your ability to liquidate your investment.
  - #66">Holders of the Notes may not be able to determine when a Change of Control Triggering Event giving rise to their right to have the Notes repurchased upon a Change of Control Triggering Event has occurred following a sale of less than all of our assets.
  - #67">The Notes may not be freely transferred.
  - #67">Our obligations under the Notes will be junior to our secured debt obligations as well as to other statutory preferences and effectively junior to debt obligations of our subsidiaries.
- #67">The Notes will constitute our senior unsecured obligations. The Notes will rank equal in right of payment with all of our other existing and future senior unsecured indebtedness. Although the Notes will provide the holders of the Notes with a direc...
  - #67">The Notes will contain provisions that allow us to amend the payment terms without the consent of all holders.
  - #67">We may redeem the Notes and you may be unable to reinvest the proceeds at the same or a higher rate of return and/or the liquidity of the Notes may be negatively affected.
  - #68">We are permitted under the terms of the Notes to incur unlimited intercompany debt and shareholder loans that are subordinated to the Notes. However, there is significant uncertainty under Panamanian law regarding the enforceability of those subordi...
#69">Use of Proceeds
#70">Capitalization
#71">Selected Historical Financial Data of Cable Onda
#73">Selected Historical Financial Data of Telefónica Panamá
#75">UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
- #80">Notes to Unaudited Pro Forma Combined Financial Statements
- #80">1. Basis of Pro Forma Presentation
  - #80">Overview
- #80">2. Accounting Policies
- #80">3. Reclassification Adjustments
- #81">4. Preliminary Allocation of Purchase Price
- #83">5. Pro Forma Adjustments and Assumptions
#84">Managements Discussion and Analysis of Financial Condition and Results of Operations of Cable Onda
- #84">Overview
  - #84">Factors affecting our results of operations
  - #84">Revenue
  - #84">Drivers of revenue growth
  - #85">Coverage
  - #85">Capital expenditures on new products and services
  - #86">Investments and acquisitions
  - #86">Competitive and regulatory pressures on pricing
  - #86">Critical accounting policies
  - #86">IFRS 9, 15 and 16
  - #86">Impairment of financial assets
  - #87">Impairment of non-financial assets
  - #87">Accounts receivable
  - #87">Inventory
  - #87">Provisions
  - #88">Deferred income tax
  - #88">Revenue Recognition
    - #88">Revenue from contracts with customers
    - #88">Revenue from installation services
- #88">Recent Developments
  - #88">Acquisition of Telefónica Panamá.
    - #89">Telefónica Panamá Acquisition Financing.
- #89">To finance the Telefónica Panamá Acquisition, Millicom entered into the Intercompany Bridge Loan Agreement. We intend to use the net proceeds of this offering to repay certain of our and Telefónica Panamás outstanding debt, including the Intercompany...
- #89">Results of operations
  - #89">Six months ended June 30, 2019 compared with six months ended June 30, 2018
  - #89">General
  - #91">Revenue
- #91">Programming and operating costs
  - #91">General, sales and administrative expenses
  - #91">Income from operations
  - #92">Financial expense
  - #92">Income tax
  - #92">Net income
  - #92">Year ended December 31, 2018 compared with year ended December 31, 2017
  - #93">Operating Data B2B:
  - #93">Revenue
  - #93">Programming and operating costs
  - #94">General, sales and administrative expenses
  - #94">Income from operations
  - #94">Financial expense
- #94">Income tax
  - #94">Net income
  - #94">Liquidity and capital resources
  - #94">Capital expenditures
  - #95">Cash flows
  - #95">Six months ended June 30, 2019 and 2018
  - #95">Years ended December 31, 2018 and 2017
- #96">Financing Arrangements
  - #96">Overview
  - #96">Bond financing
  - #96">Bank financing
  - #97">Derivative transactions
  - #97">Contractual obligations
  - #98">Off-balance sheet arrangements
  - #98">Qualitative and quantitative disclosures about market risk
#99">Managements Discussion and Analysis of Financial Condition and Results of Operations of Telefónica Panamá
- #99">Overview
- #99">Revenue
- #99">Drivers of revenue growth
- #100">Competitive and regulatory pressures on pricing
- #100">Critical accounting policies
- #100">IFRS 9, 15 and 16
- #100">Impairment of financial assets
- #101">Impairment of non-financial assets
- #101">Accounts receivable
- #101">Inventory
- #102">Provisions
- #102">Deferred income tax
- #102">Revenue Recognition
  - #102">Revenue from services
  - #103">Revenue from the sale of goods
  - #103">Revenue from operating leases
  - #103">Results of operations
  - #103">Six months ended June 30, 2019 compared with six months ended June 30, 2018
  - #103">General
- #103">Revenue from contracts and customers. Revenue from contracts and customers generally reflects revenue from service and sale of equipment (devices). It includes revenue coming from traffic service income, both from prepaid and postpaid subscribers, ro...
  - #103">Revenue
  - #104">Direct costs of operation and acquisition of subscribers
  - #104">Personnel expenses
  - #104">Income from operations
  - #104">Financial expense
  - #104">Income tax
  - #104">Net income
  - #104">Year ended December 31, 2018 compared with year ended December 31, 2017
  - #105">Revenue
  - #105">Direct costs of operation and acquisition of subscribers
  - #105">Personnel expenses
  - #105">Income from operations
  - #106">Financial expense
  - #106">Income tax
  - #106">Net income
  - #106">Six months ended June 30, 2019 and 2018
  - #107">Overview
  - #107">Derivative transactions
  - #107">Contractual obligations
  - #108">Off-balance sheet arrangements
  - #108">Qualitative and quantitative disclosures about market risk
#109">Business of Cable Onda
- #109">Business Overview
- #109">Our operations
  - #109">B2C Segment
  - #109">Paid Television
  - #111">Broadband Internet
  - #112">Telephone Services
  - #112">B2B Services
  - #112">Primary Services
  - #113">International Data Center
- #113">The IDC of the City of Knowledge was designed by CH2M HILL, an international engineering, construction and operational services company. This IDC spans 1,608 square meters for IT equipment and differs from other facilities dedicated to the corporate ...
- #113">Our Technical Operational headquarters also have an IDC that spans 202 square meters. This IDC was designed and built under standards similar to those of our original IDC infrastructure but offers our clients the advantage of being in the center of P...
  - #113">Information Technology Projects
  - #114">Properties, Plants and Equipment
  - #115">Customer Service
    - #115">Marketing and Distribution
  - #115">Concessions and Licenses
  - #116">Insurance Coverage
  - #116">Employees
- #117">Employee Secondment
  - #117">Social Responsibility
  - #117">Legal and Administrative Proceedings
#118">Business of Telefónica Panamá
- #118">Business Overview
  - #118">The Movistar brand
  - #119">Telefónica Panamá operations
  - #119">Telefónica Panamá mobile operations
  - #119">Telefónica Panamá services and market position
  - #120">Mobile Services
  - #120">Selected mobile operating data
  - #120">Sales and Distribution/Freelancers
  - #120">Handsets
  - #121">Customer Service
  - #121">Operating Licenses and Concessions
  - #121">Operating License Terms
- #124">Insurance Coverage
- #125">Equipment and Technology
  - #125">Mobile technology
  - #125">Network Overview and Tower Infrastructure
  - #125">Networks
  - #125">Properties
- #126">Transition Agreements
  - #126">Employees
  - #126">Legal and Administrative Proceedings
#127">Panamas Telecommuncations Industry
- #127">Video
- #128">Broadband Internet
- #128">Fixed-Line and Mobile Telephony
- #129">Regulation
- #129">Radio and Television Regulation
- #130">Telecommunications Regulation
- #130">Obligations under the Contract
- #132">Administrative Intervention and Indemnification
- #133">Type B License Requirements
#134">Management
- #134">Board of Directors
  - #134">Mauricio Ramos.
  - #134">Salvador Escalon.
  - #134">Timothy Pennington.
  - #134">Esteban Iriarte.
  - #134">Nicolás González-Revilla Paredes.
  - #135">Corporate Policies
  - #135">Committees
  - #135">Internal Audit
  - #135">Nomination
  - #135">Executive Officers
    - #136">Rodrigo Diehl
    - #136">David Garcia
    - #136">Gaspar Tarte
    - #136">Roderick Arosemena
    - #136">Mr. Arosemena has been the Vice President of our B2C business since January 2019. He has a Bachelor´s Degree in Graphic Design from the University of Panama, and also studied Marketing at the University of Las Sabanas (Panama Branch). He currently dir...
    - #136">Victor Inchausti
    - #136">Lia Rachel Chong Torok
    - #136">Marcelina Aponte de Lee
    - #137">Celia T. Rios
    - #137">Manuel Garcia
    - #137">Odilie Guerrero
  - #137">Compensation
#138">Principal Shareholders
#139">Certain Relationships and Related Party Transactions
- #139">Value Creation Services Agreement
- #139">Intercompany Agreements
#141">Description of Notes
- #141">General
- #141">Additional Notes
- #141">Ranking of the Notes; Structural Subordination
- #142">Optional Redemption
- #142">Early Redemption prior to January 30, 2025
- #143">Early Redemption on or after January 30, 2025
- #143">Optional Redemption upon Certain Tender Offers
- #143">Optional Redemption prior to January 30, 2022 upon Equity Offerings of the Company
- #144">Redemption Procedures
- #144">Additional Amounts
- #145">Tax Redemptions
- #145">No Mandatory Redemption; No Sinking Fund
- #146">Change of Control
- #146">Certain Covenants of the Company
- #156">Limited Condition Transaction
- #157">Merger, Consolidations and Certain Sales of Assets of the Company
- #158">Events of Default
- #158">Acceleration of the Notes
- #159">Listing
- #159">Modification and Waivers
- #160">Satisfaction and Discharge of the Indenture
- #161">Defeasance
- #161">No Liability of Directors, Officers, Employees, Incorporators, Members and Stockholders
- #161">Notices
- #162">Concerning the Trustee
- #162">Governing Law
- #162">Submission to Jurisdiction; Waivers
- #162">Settlement, Clearing and Registration of the Notes
- #162">Global Notes
- #163">Book-Entry Procedures for the Global Notes
- #165">Certificated Notes
- #165">Mutilated, Destroyed and Lost Notes
- #166">Certain Definitions
#188">Taxation
- #188">U.S. Federal Income Tax Considerations
- #189">Potential Contingent Payment Debt Instrument Treatment
- #189">U.S. Holders
  - #189">Payments of Interest
  - #189">Sale, Exchange or Other Taxable Disposition
  - #190">Information Reporting and Backup Withholding
  - #190">Specified Foreign Financial Asset Reporting
- #190">Non-U.S. Holders
  - #190">Payments of Interest
  - #191">Sale, Exchange, or Other Taxable Disposition
  - #191">Information Reporting and Backup Withholding
- #191">Material Panamanian Tax Consequences
- #192">Taxation of Interests
- #192">Taxation on Transfers
- #192">Stamp and Other Taxes
- #192">Foreign Investors
#193">Corporate Governance
- #193">1. Any amendment to our Articles of Incorporation that adversely affect the rights of our Continuing Shareholders;
- #193">2. Any redemptions of or dividend or distributions with respect to any of our (i) stock, (ii) securities convertible into or exchangeable for any of our share capital or capital stock and (iii) any options, warrants or other rights to acquire any of o...
- #193">3. Any transactions, agreements, arrangements or payments (or any series of related transactions, agreements, arrangements or payments), between any of our shareholders or any of our Affiliates or Non-Controlled Affiliates (as defined in our Articles ...
- #193">4. Any voluntary liquidation, dissolution, winding up, commencement of or consent to bankruptcy, insolvency, liquidation or similar proceedings with respect to us or any of our subsidiaries;
- #194">5. Creation, incurrence or assumption any new indebtedness that would result in our Net Indebtedness to EBITDA ratio exceeding 5:1 for our last four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements ...
- #194">6. Issuance or sale any Equity Securities unless such issuance or sale is made by us in connection with a Distress Event (as defined in our Articles of Incorporation).
- #194">1. Any amendment to our Articles of Incorporation that adversely affect the rights of our Continuing Shareholders;
- #194">2. Any redemptions of or dividend or distributions with respect to any Equity Security on a non-pro rata basis;
- #194">3. Any transactions, agreements, arrangements or payments between any of our shareholders or any of its Affiliates or Non-Controlled Affiliates, on the one hand, and us or any of our subsidiaries or Non-Controlled Affiliates, on the other hand, that i...
- #194">4. Any voluntary liquidation, dissolution, winding up, commencement of or consent to bankruptcy, insolvency, liquidation or similar proceedings with respect to us or any of our subsidiaries;
- #194">5. Creation, incurrence or assumption any new indebtedness that would result in our Net Indebtedness to EBITDA ratio exceeding 5:1 for our last four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements ...
- #194">6. Issuance or sale any Equity Securities unless such issuance or sale is made by us in connection with a Distress Event (as defined in our Articles of Incorporation).
#195">Plan of Distribution
- #196">Settlement
  - #197">International Settlement
- #197">New Issue of Securities
- #198">Selling Restrictions
- #198">Argentina
- #198">Brazil
- #198">Chile
  - #198">1. Date of commencement of the offer of the Notes in Chile: October 17, 2019.
  - #198">2. The offer of the Notes is subject to Rule 336.
  - #198">3. The offering of the Notes is not registered with the Securities Registry (Registro de Valores) of the SVS nor with the foreign securities registry (Registro de Valores Extranjeros) of the SVS and as such;
    - #198">a. The Notes are not subject to the oversight of the SVS; and
    - #198">b. The Issuer of the Notes is not subject to the obligation to make publicly available information about the Notes in Chile.
  - #198">4. The Notes may not be subject to public offering in Chile unless and until they are registered with the relevant Securities Registry of the SVS.
  - #199">1. La oferta de estos valores en Chile comienza el dia 17 de Octubre de 2019.
  - #199">2. La oferta se encuentra acogida a la NCG 336.
  - #199">3. La oferta versa sobre valores que no se encuentran inscritos en el Registro de Valores ni en el Registro de Valores Extranjeros que lleva la Superintendencia de Valores y Seguros, por lo que:
    - #199">a. Los valores no esta sujetos a la fiscalizacion de esa Superintendencia; y
    - #199">b. El emisor de los valores no está sujeto a la obligacio´n de entregar informacion pu´blica sobre los valores ofrecidos.
  - #199">4. Los valores no podrán ser objeto de oferta pública en Chile mientras no sean inscritos en el Registro de Valores correspondiente.
- #199">Colombia
- #199">Dubai
  - #199">1. an Exempt OfferŽ for the purposes of the Markets Rules (MKTŽ) module of the DFSA Rulebook; and
  - #199">2. made only to persons who meet the Professional ClientŽ criteria set out in Rule 2.3.3 of the Conduct of Business module of the DFSA Rulebook.
- #199">European Economic Area
  - #199">i. a retail client as defined in point (11) of Article 4(1) of MiFID II; or
  - #200">ii. a customer within the meaning of Directive (EU) 2016/97 (as amended, the IDDŽ), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
- #200">Italy
- #200">Luxembourg
- #200">Mexico
- #200">Peru
- #200">Switzerland
- #201">United Kingdom
  - #201">A. it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection wi...
  - #201">B. it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.
- #201">Hong Kong
  - #201">Singapore
- #202">Japan
- #202">Canada
#203">Estimated Expenses of the Offering
#204">Transfer Restrictions
- #204">Purchasers Representations and Restrictions on Resale and Transfer
  - #204">1. it is purchasing the Notes for its own account or an account with respect to which it exercises sole investment discretion and it and any such account is either (a) a qualified institutional buyer and is aware that the sale to it is being made purs...
  - #204">2. it acknowledges that the Notes have not been registered under the Securities Act or with any securities regulatory authority of any state and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons ...
  - #204">3. it understands and agrees that Notes initially offered in the United States to qualified institutional buyers will be represented by a global Note and that Notes offered outside the United States pursuant to Regulation S will also be represented by...
  - #204">4. it will not offer, pledge, resell or otherwise transfer any of such Notes except (a) to us, (b) within the United States to a qualified institutional buyer in a transaction complying with Rule 144A under the Securities Act, (c) outside the United S...
  - #204">5. it agrees that it will give to each person to whom it transfers the Notes notice of any restrictions on transfer of such Notes;
  - #204">6. it acknowledges that prior to any proposed transfer of Notes (other than pursuant to an effective registration statement or in respect of Notes sold or transferred either pursuant to (a) Rule 144A or (b) Regulation S) the holder of such Notes may b...
  - #204">7. it acknowledges that the Trustee, registrar or transfer agent for the Notes will not be required to accept for registration or transfer of any Notes acquired by it, except upon presentation of evidence satisfactory to us and the Trustee, registrar ...
  - #204">8. it acknowledges that we, the Initial Purchasers and other persons will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements and agrees that if any of the acknowledgements, representations and agreements...
  - #205">9. if it is acquiring the Notes as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgements, representat...
- #205">Legends
- #205">Other Jurisdictions
#206">Listing and General Information
#207">Validity of Notes
#208">Independent Auditors
#209">Index to Financial Statements