Exemption for Certain Prohibited Transactions Involving Liberty Puerto Rico 401(k) Savings Plan (the Plan or the Applicant) Located in San Juan, Puerto Rico

Issuing agencies

Abstract

This exemption permits the Plan's prior acquisition, holding, and sale of certain stock rights (the Rights) to purchase shares of stock in Liberty Latin America Ltd. (LLA). Absent an exemption, these transactions would be prohibited by the Employee Retirement Income Security Act of 1974 (ERISA) and/or the Internal Revenue Code of 1986 (the Code).

Full Text

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<title>Federal Register, Volume 91 Issue 161 (Friday, August 21, 2026)</title>
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[Federal Register Volume 91, Number 161 (Friday, August 21, 2026)]
[Notices]
[Pages 54378-54380]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2026-17143]


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DEPARTMENT OF LABOR

Employee Benefits Security Administration

[Prohibited Transaction Exemption 2026-07; Application Number D-12062]


Exemption for Certain Prohibited Transactions Involving Liberty 
Puerto Rico 401(k) Savings Plan (the Plan or the Applicant) Located in 
San Juan, Puerto Rico

AGENCY: Employee Benefits Security Administration, Labor.

ACTION: Notice of exemption.

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SUMMARY: This exemption permits the Plan's prior acquisition, holding, 
and sale of certain stock rights (the Rights) to purchase shares of 
stock in Liberty Latin America Ltd. (LLA). Absent an exemption, these 
transactions would be prohibited by the Employee Retirement Income 
Security Act of 1974 (ERISA) and/or the Internal Revenue Code of 1986 
(the Code).

DATES: Exemption date: This final exemption is in effect from September 
10, 2020, through September 16, 2020.

FOR FURTHER INFORMATION CONTACT: Anna Vaughan, Office of Exemption 
Determinations, Employee Benefits Security Administration, U.S. 
Department of Labor, <a href="/cdn-cgi/l/email-protection#e3b58296848b828dcda28d8d82a3878c8fcd848c95"><span class="__cf_email__" data-cfemail="c791a6b2a0afa6a9e986a9a9a687a3a8abe9a0a8b1">[email&#160;protected]</span></a>.

SUPPLEMENTARY INFORMATION: 
    Background: LLA held a stock rights offering from September 10, 
2020 through September 16, 2020 (the Offering), in which all holders of 
Series A and Series C Liberty Latin America Ltd. common stock 
(collectively, LLA Stock), including the Plan, received 0.2690 Rights 
for each share of LLA Stock held. Each Right allowed the holder to 
purchase one share of Series C LLA Stock for $7.14 per share, which was 
a 25% discount to the volume weighted average trading price of the 
Series C LLA Stock, from August 31, 2020 through September 2, 2020. The 
Plan fiduciaries directed the sale of the Rights on behalf of Plan 
participants on the open market prior to the end of the Offering. Plan 
participants received net proceeds of $1.062675 per Right which were 
allocated proportionally to the relevant participants' accounts based 
on the number of Rights held by each such participant.
    Benefits of the Exemption: The Applicant represents that Plan 
participants acquired the Rights at no additional cost and received 
total net proceeds of $6,550.33 in respect of the sale of such Rights 
on the open market.
    Comments: On June 3, 2026, the Department published a notice of 
proposed exemption in the Federal Register at 91 FR 33195 (the Proposed 
Exemption). In the Proposed Exemption, the Department invited all 
interested persons to submit written comments and/or requests for a 
public hearing with respect to the Proposed Exemption by July 10, 2026. 
The Department received no comments and no requests for a public 
hearing.\1\
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    \1\ All information submitted by the Applicant to the Department 
in connection with this exemption is available through the 
Department's Public Disclosure Room, by referencing D-12062.
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    Based on the entire record attributable to D-12062, including the 
representations made by the Applicant, the Department has determined to 
grant the Proposed Exemption. This exemption provides only the relief 
specified herein and does not provide relief from violations of any law 
other than the prohibited transaction provisions of ERISA or the Code. 
If any material statement in the record attributable to this exemption 
is not, or may no longer be, completely and factually accurate, the 
Applicant must immediately alert the Department.
    The complete application file (D-12062) is available for public 
inspection in the Public Disclosure Room of the Employee Benefits 
Security Administration, Room N-1515, U.S. Department of Labor, 200 
Constitution Avenue NW, Washington, DC 20210 reachable by telephone at 
1-866-444-3272. For a more complete statement of the facts and 
representations supporting the Department's decision to grant this 
exemption, please refer to the Proposed Exemption.

General Information

    The attention of interested persons is directed to the following:
    (1) The fact that a transaction is the subject of an exemption 
under ERISA section 408(a) and/or Code section 4975(c)(2) does not 
relieve a fiduciary or other party in interest or disqualified person 
from certain other provisions of ERISA and/or the Code, including any 
prohibited transaction provisions to which the exemption does not apply 
and the general fiduciary responsibility

[[Page 54379]]

provisions of ERISA section 404, which, among other things, require a 
fiduciary to discharge their duties respecting the plan solely in the 
interest of the participants and beneficiaries of the plan and in a 
prudent fashion in accordance with ERISA section 404(a)(1)(B); nor does 
it affect the requirement of Code section 401(a) that the plan must 
operate for the exclusive benefit of the employees of the employer 
maintaining the plan and their beneficiaries;
    (2) As required by ERISA section 408(a), the Department hereby 
finds that the exemption is (1) administratively feasible for the 
Department, (2) in the interests of affected plans and of their 
participants and beneficiaries, and (3) protective of the rights of 
participants and beneficiaries of such plans;
    (3) The exemption is supplemental to, and not in derogation of, any 
other ERISA provisions, including statutory or administrative 
exemptions and transitional rules. Furthermore, the fact that a 
transaction is subject to an administrative or statutory exemption is 
not dispositive of determining whether the transaction is in fact a 
prohibited transaction; and
    (4) The availability of this exemption is subject to the express 
condition that the material facts and representations contained in the 
application accurately describe all material terms of the transactions 
that are the subject of the exemption and are true at all times.
    The following exemption is being granted under the authority of 
ERISA section 408(a) and Code section 4975(c)(2) in accordance with the 
Department's exemption procedures regulation.\2\
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    \2\ 29 CFR part 2570, subpart B (76 FR 66637, 66664 (Oct. 27, 
2011)). Effective December 31, 1978, section 102 of Reorganization 
Plan No. 4 of 1978, 5 U.S.C. App. 1 (1996), transferred the 
authority of the Secretary of the Treasury to issue exemptions of 
the type requested by the Applicant to the Secretary of Labor. 
Therefore, this notice of exemption is issued solely by the 
Department. For purposes of this exemption, references to ERISA 
section 406, unless otherwise specified, should be read to refer as 
well to the corresponding provisions of Code section 4975.
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Exemption

Section I. Covered Transactions

    Effective September 10, 2020, through September 16, 2020, the 
restrictions of ERISA sections 406(a)(1)(E), 406(a)(2), 406(b)(1), 
406(b)(2), and 407(a)(1)(A) and the sanctions resulting from the 
application of Code section 4975(a) and (b), by reason of Code section 
4975(c)(1), shall not apply to the following transactions, provided 
that the conditions described in Section II are satisfied:
    (a) The acquisition by the Liberty Puerto Rico 401(k) Savings Plan 
(the Plan or the Applicant) of certain stock subscription rights (the 
Rights), pursuant to a stock rights offering (the Rights Offering) by 
Liberty Latin America Ltd. (LLA), for the purchase of shares of Series 
C LLA common stock (Series C LLA Stock);
    (b) the holding of the Rights by the Plan during the subscription 
period of the Rights Offering (the Rights Offering Period); and
    (c) the sale of the Rights held by Plan participants, at the 
direction of the 401(k) Committee of Liberty Communications of Puerto 
Rico LLC (the Committee), prior to the expiration of the Rights 
Offering Period.

Section II. Conditions

    (a) The Plan's acquisition of the Rights resulted solely from an 
independent corporate act of LLA as a corporate entity, without the 
exercise of any discretion on the part of the Committee;
    (b) All holders of Series A LLA common stock (Series A LLA Stock) 
or Series C LLA Stock (individually or together, LLA Stock), including 
the Plan, were issued the same proportionate number of Rights based on 
the number of shares of LLA Stock held by each shareholder;
    (c) For purposes of the Rights Offering, all holders of Series A 
LLA Stock or Series C LLA Stock, including the Plan, were treated in a 
like manner, with the exception that the Plan participants were not 
permitted to exercise the Rights due to the fact that new investments 
in LLA Stock were not permitted under the Plan;
    (d) The acquisition of the Rights by the Plan was made in a manner 
that was consistent with provisions of the Plan for the individually 
directed investment of participant accounts;
    (e) The Committee directed the Plan trustee, Oriental Bank and 
Trust (the Trustee), to sell the Rights and did not exercise any 
additional discretion with respect to the acquisition and holding of 
the Rights;
    (f) The sale of the Rights was effected in a prudent manner on the 
open market so that the Plan participants received at least fair market 
value for the Rights sold;
    (g) The Plan did not pay any brokerage fees, commissions, 
subscription fees, or other charges in connection with the acquisition 
and holding of the Rights. In connection with the sale of the Rights, 
the Plan only paid the Securities Exchange Commission fee and a 
commission paid to National Financial Services, LLC, a broker that is 
unrelated to the Trustee or its affiliates, which were charged solely 
against the price received by the Plan participant for whom the Trustee 
sold the Right. The Committee's decision to allow this fee and 
commission must have been prudent, consistent with their duties under 
ERISA section 404, and the fee and commission must have been 
reasonable, consistent with ERISA section 408(b)(2);
    (h) The Plan did not pay any fees in connection with the 
Applicant's request for this exemption;
    (i) The Committee prudently and loyally determined on behalf of the 
Plan that: (1) the Plan's acquisition, holding and sale of the Rights 
could proceed, and (2) the Plan's participants received at least the 
fair market value for the sale of the Rights;
    (j) The LLA maintains for a period of six (6) years from the date 
of the publication of the exemption, in a manner that is convenient and 
accessible for audit and examination, the records necessary to enable 
the persons described in paragraph (k)(1)-(4) below to determine 
whether conditions of this exemption have been met, except that (1) a 
prohibited transaction will not be considered to have occurred if, due 
to circumstances beyond the control of LLA, the records are lost or 
destroyed prior to the end of the six-year period, and (2) no party in 
interest other than LLA shall be subject to the civil penalty that may 
be assessed under ERISA section 502(i) if the records are not 
maintained, or are not available for examination as required by 
paragraph (k) below;
    (k) Notwithstanding any provisions of subsections (a)(2) and (b) of 
ERISA section 504, the records referred to in paragraph (j) above shall 
be unconditionally available at their customary location during normal 
business hours to:
    (1) any duly authorized employee or representative of the 
Department or the Internal Revenue Service;
    (2) Liberty Communications of Puerto Rico LLC (LCPR) or any duly 
authorized representative of LCPR;
    (3) the Plan fiduciary or any duly authorized representative of the 
Plan fiduciary; and
    (4) any participant or beneficiary of the Plan, or any duly 
authorized representative of such participant or beneficiary;
    (l) For a period of six (6) years from the date of the publication 
of the exemption, the Plan must provide to the Department the records 
necessary to demonstrate that the conditions of this exemption, as 
amended, have been met,

[[Page 54380]]

within thirty (30) days from the date the Department requests such 
records; and
    (m) All of the material facts and representations made by the Plan 
that are set forth in the Summary of Facts and Representations in the 
Proposed Exemption are true and accurate at all times. If there is any 
material change in a transaction covered by the exemption, or in a 
material fact or representation described by the Applicant in the 
application, the exemption will cease to apply as of the date of the 
change.

Section III. Exemption Date

    The exemption is in effect from September 10, 2020, the date that 
the Plan received the Rights, through September 16, 2020, the last date 
the Rights were sold on the Nasdaq Global Select Market.

    Signed at Washington, DC, this 7th day of August 2026.
Christopher Motta,
Acting Director, Office of Exemption Determinations, Employee Benefits 
Security Administration, U.S. Department of Labor.
[FR Doc. 2026-17143 Filed 8-20-26; 8:45 am]
BILLING CODE 4510-29-P


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