Acquisitions |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions | Acquisition LPR Acquisition. On November 6, 2023, we entered into an agreement with EchoStar to acquire EchoStar’s prepaid business and spectrum assets in Puerto Rico and USVI in exchange for cash and international roaming credits. The aggregate cash consideration of $256 million is due in four annual installments. We paid $95 million on the closing date, September 3, 2024, $72 million became due on September 3, 2025, and $45 million and $40 million will become due September 3, 2026 and 2027, respectively. Our deferred payment obligation is recorded at its net present value, of which the current portion is included in other accrued and current liabilities in our consolidated balance sheets and the long-term portion is included in other long-term liabilities in our consolidated balance sheets. The following table sets forth a reconciliation of the stated purchase price to the net cash paid (in millions):
(a)Represents the (i) fair value of approximately $7 million assigned to international roaming credits to be provided to EchoStar in addition to the stated purchase price, (ii) the difference between the stated purchase price and the net present value of the deferred payment obligation for the LPR Acquisition, which will be amortized to interest expense over the remaining payment term of the cash installments, and (iii) net working capital adjustments that were not cash settled as of December 31, 2024. (b)Represents the (i) net present value of our deferred payment obligation, as further described above, (ii) the fair value of international roaming credits and (iii) certain working capital adjustments that have not yet been cash settled. The current portion of our deferred payment obligation is recorded to other accrued and current liabilities in our consolidated balance sheet and the long-term portion is recorded to other long-term liabilities in our consolidated balance sheets. We have accounted for the LPR Acquisition as a business combination using the acquisition method of accounting, whereby the total purchase price was allocated to the acquired identifiable net assets based on assessments of their respective fair values, and the excess of the purchase price over the fair values of these identifiable net assets was allocated to goodwill. A summary of the purchase price and the opening balance sheet associated with the LPR Acquisition at the September 3, 2024 acquisition date is presented in the following table. The opening balance sheet presented below reflects our final purchase price allocation (in millions):
(a)The goodwill recognized in connection with the LPR Acquisition is primarily attributable to (i) competitive advantages resulting from the acquisition of spectrum in the region and (ii) synergies that are expected to be achieved through the integration of the acquired prepaid mobile business with Liberty Latin America’s existing business in Puerto Rico and USVI. We expect that all of the goodwill resulting from the LPR Acquisition will be deductible for tax purposes. (b)Represents the then estimated fair value of spectrum licenses. (c)Represents the estimated fair value of the acquired customer relationship intangible asset, which has a weighted average useful life of 4 years at September 3, 2024. Our consolidated statement of operations for the year ended December 31, 2024 includes revenue and net earnings of $12 million and $1 million, respectively, attributable to the LPR Acquisition. Supplemental Pro Forma Information The pro forma financial information set forth in the tables below is based on available information and assumptions that we believe are reasonable. The pro forma financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our results of operations would have been had the LPR Acquisition occurred on the date indicated nor should it be considered representative of our future financial condition or results of operations. The pro forma information set forth in the table below includes, as applicable, tax-effected pro forma adjustments primarily related to: i.the impact of estimated costs associated with the transition services agreement entered into in connection with the LPR Acquisition; ii.the alignment of accounting policies; iii.interest expense related to additional borrowings in conjunction with the LPR Acquisition; iv.interest expense related to the amortization of the discounts recognized in connection with recording our deferred payment obligation and international roaming credits associated with the LPR Acquisition at their net present values; v.amortization expense related to acquired intangible assets; and vi.the elimination of direct acquisition costs. The following unaudited pro forma consolidated operating results give effect to the LPR Acquisition as if it had closed January 1, 2023.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||