Liberty Global (LBTYA) DEFM14AProxy related to merger

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

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Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

A proposal to approve, in accordance with bye-law 14.2(b) of Liberty Global’s bye-laws, the terms of the spin-off pursuant to which (i) holders of Liberty Global Class A common shares receive one Sunrise Class A Common Share, each with one vote per share, in the form of one Sunrise Class A ADS, for every five Liberty Global Class A common shares owned by such holders, (ii) holders of Liberty Global Class B common shares receive two Sunrise Class B Shares, each with one vote per share, in the form of two Sunrise Class B ADSs, for each Liberty Global Class B common share owned by such holders and (iii) holders of Liberty Global Class C common shares receive one Sunrise Class A Common Share, each with one vote per share, in the form of one Sunrise Class A ADS, for every five Liberty Global Class C common shares owned by such holders (the “spin-off proposal”);

A proposal to approve, in accordance with section 46 of the Companies Act 1981 of Bermuda and bye-law 12.1 of Liberty Global’s bye-laws, a reduction of Liberty Global’s share premium account without any payment by Liberty Global to Liberty Global’s shareholders, up to a maximum amount equal to the current balance of Liberty Global’s share premium account, and the grant of authority to the Liberty Board to determine the exact amount of the share premium reduction by reference to the equity market value of Sunrise on the effective date of the spin-off (the “share premium reduction proposal”); and

A proposal to give Liberty Global the authority to adjourn or postpone the Special Meeting if necessary or appropriate, including to solicit additional proxies in favor of the first two proposals if there are insufficient votes at the time of the Special Meeting to approve the first two proposals or in the absence of a quorum (the “adjournment proposal”, and together with the spin-off proposal and the share premium reduction proposal, the “Proposals”).

incorporates by reference important business and financial information about Liberty Global from other documents that are not included in or delivered with this proxy statement/prospectus; and

does not include some of the information included in the registration statement on Form F-4 that Sunrise has filed with the U.S. Securities and Exchange Commission (the “SEC”) or information included in the exhibits to the registration statement.

Sunrise Communications AG, the parent holding company of the Sunrise Business following the spin-off, the shares of which will be issued in the spin-off and listed on the SIX, when used in reference to Sunrise after the spin-off;

Sunrise Communications Group AG, when used in reference to the Sunrise entity that was public in Switzerland between 2015 and 2021;

Sunrise GmbH, the entity operating the Sunrise Business before and after the spin-off, when used in the context of disclosures relating to Sunrise at the operating level, including in connection with existing and post-spin-off services agreements between subsidiaries of Liberty Global and Sunrise described in “The Spin-Off—Relationship Between Liberty Global and Sunrise Following the Spin-Off” and pre-spin executive compensation described in “Sunrise Compensation—Compensation Prior to the Spin-Off;” and

Liberty Global Europe Financing B.V., now known as Sunrise HoldCo V B.V., when referencing the entity whose audited historical consolidated financial statements and unaudited historical interim consolidated financial statements are included in this proxy statement/prospectus as further described in “—Financial Information” above.

Spin-Off

What is Liberty Global proposing to do?

Liberty Global is proposing to effect a series of transactions that, if completed in their entirety, will result in the spin-off of Sunrise following the transfer of the Sunrise Business to Sunrise. After the transaction, Liberty Global will continue to own (in whole or in part) and operate its businesses in Belgium, Ireland, Slovakia, the U.K. and the Netherlands, and Sunrise will operate the Sunrise Business, with Liberty Global and Sunrise operating as independent, separate publicly traded companies.

Why is Liberty Global proposing the spin-off?

The Liberty Board believes that the public markets currently apply a meaningful trading discount to the Liberty Global Class A common shares, Liberty Global Class B common shares and Liberty Global Class C common shares (collectively, the “Liberty Global Common Shares”) relative to the underlying value of the Sunrise Business. Liberty Global believes that the spin-off would reduce such trading discount, thereby resulting in a higher trading value for the Sunrise Shares as compared to the trading value of the Liberty Global Common Shares attributed to Sunrise in the absence of the spin-off. In addition, Liberty Global is pursuing the spin-off because the Liberty Board believes, among other things, the spin-off will result in (i) greater market recognition for Sunrise, making it more attractive for Swiss investors as they will more easily be able to evaluate the Sunrise Business, (ii) dedicated management of Sunrise, which would, among other things, give Sunrise more flexibility to direct internal capital to fund its growth and realize its full potential, while also allowing Liberty Global’s management to devote more attention to managing its operating businesses and venture investments, (iii) the creation of a “pure play” equity currency that can be used to facilitate Sunrise’s capital raising activities and be used as an acquisition currency and (iv) the enhanced ability of Sunrise to retain and attract qualified personnel by enabling Sunrise to grant equity incentive awards that are tailored to its businesses and strategic priorities and that are based on its own publicly traded equity.

How will the spin-off be implemented?

Liberty Global will effect the spin-off through the following steps:

Liberty Global will undertake certain reorganization transactions to effect the separation of the Sunrise Business from the Liberty Global group of companies (the “Liberty Group”) that will result in the transfer to Liberty Global of all of the equity interests in Sunrise HoldCo VI B.V. (“Newco BV”), an indirect wholly owned subsidiary of Liberty Global that will be the holding company of the Sunrise Business as of immediately prior to effective date of the spin-off.

Liberty Global will reduce its share premium account without any payment by Liberty Global to Liberty Global’s shareholders up to a maximum amount equal to the current balance of the share premium account, which, as of the date of this proxy statement/prospectus is $8,337,001,797.40, with the Liberty Board authorized to determine the exact amount of the share premium reduction by reference to the equity market value of Sunrise at the effective date of the spin-off.

In satisfaction of the share premium reduction, Liberty Global will transfer all of the equity interests in Newco BV to Sunrise by way of a contribution in kind (Sacheinlage) and in recognition of such transfer, Sunrise will increase its capital and, on the effective date of the spin-off, issue to holders of each class of Liberty Global Common Shares as of the Distribution Record Date Sunrise Class A Common Shares and Sunrise Class B Shares in ADS form, as described in this proxy statement/prospectus.

What will I receive if the spin-off is completed?

If the spin-off is completed, on the effective date of the spin-off, holders of each class of Liberty Global Common Shares as of the Distribution Record Date will be entitled to receive the following shares and cash in lieu of any fractional shares:

Liberty Global Class A common shares: one Sunrise Class A Common Share, in the form of one Sunrise Class A ADS, for every five Liberty Global Class A common shares held by any such shareholder on the Distribution Record Date.

Liberty Global Class B common shares: two Sunrise Class B Shares, in the form of two Sunrise Class B ADSs, for every Liberty Global Class B common share held by any such shareholder on the Distribution Record Date.

Liberty Global Class C common shares: one Sunrise Class A Common Share, in the form of one Sunrise Class A ADS, for every five Liberty Global Class C common shares held by any such shareholder on the Distribution Record Date.

Why am I receiving Sunrise ADSs instead of Sunrise Shares?

Liberty Global has determined to deliver all Sunrise Shares distributed in the spin-off initially in ADS form to facilitate efficient initial settlement mechanics. Among other things, this facilitates delivery of Sunrise Shares to holders of Liberty Global Common Shares whose brokers hold their Liberty Global Common Shares in securities accounts at Depository Trust Company (“DTC”). An alternative solution, delivering Sunrise Shares not in ADS form but through SIX SIS AG (“SIX-SIS”), DTC’s Swiss counterpart, would have required substantial manual processing by Liberty Global shareholders and other settlement stakeholders, which would have introduced the potential for error and delay in the delivery of Sunrise Shares.

Can I elect to receive Sunrise Shares rather than Sunrise ADSs?

No. To facilitate efficient initial settlement mechanics, Liberty Global has determined to deliver all Sunrise Shares distributed in the spin-off initially in ADS form. However, Sunrise ADS holders will be entitled to cancel the Sunrise ADSs and withdraw the underlying Sunrise Shares at any time following the completion of the spin-off.

Why is the distribution ratio with respect to the Sunrise Class A Common Shares and the Sunrise Class B Shares different?

Swiss law provides that all shares of common stock, regardless of class, must have one vote per share. As a result, for Swiss companies, differential voting between classes of shares is implemented by issuing shares with different par values, with a maximum difference of 10:1. For example, a high vote class of stock would be issued with one vote per share, with each share having a par value of one-tenth of the par value of the low vote class. This high voting class will have the right, on a per share basis, to one vote per share, but to receive only one-tenth the dividend of the vote class and should trade at approximately one-tenth the value per share. Therefore, 10 shares of the high vote class would be issued for every one share of the low vote class to maintain both economic equivalence and a high vote/low vote structure. The issuance of Sunrise Class B Shares, each of which will have one-tenth of the par value of Sunrise Class A Common Shares but one vote, will help maintain Liberty Global’s historic high vote share structure that Liberty Global’s shareholders are familiar with and ensure continuity with Liberty Global’s principal shareholders.

Since one Sunrise Class B Share will have one-tenth of the economic entitlement of one Sunrise Class A Common Share, but both will have one vote per share, 10 Sunrise Class B Shares will represent the same economic entitlement as one Sunrise Class A Common Share, but 10 times the number of votes, approximating the voting power differential between Liberty Global’s Class A common shares, each of which has one vote per share, and Liberty Global’s Class B common shares, each of which has 10 votes per share. Accordingly, each holder of Liberty Global Class B common shares must receive 10 Sunrise Class B Shares in order to receive an economic entitlement equivalent to one Sunrise Class A Common Share. A ratio of one Sunrise Class A Common Share for every five Liberty Global Class A common shares is therefore equivalent to a distribution ratio of 10 to five (or two to one) Sunrise Class B Shares to Liberty Global Class B common shares.

How will Sunrise’s dual class structure impact the aggregate voting power of the class of Sunrise Shares I will receive in ADS form in the spin-off relative to the aggregate voting power of the class of Liberty Global shares I currently own?

Because Sunrise will have only two classes of shares compared to Liberty Global, which has three classes of shares, one of which is non-voting, the aggregate voting power of each class of Sunrise Shares will be different from the aggregate voting power of each class of Liberty Global Common Shares. The below table illustrates these differences based on the number of Liberty Global Common Shares outstanding as of August 28, 2024 and the distribution ratios described in this proxy statement/prospectus.

What are the important differences between being a holder of Sunrise ADSs and a holder of Sunrise Shares?

Key differences include:

As a Sunrise ADS holder, the depositary will be the direct shareholder of record of Sunrise, but through your ownership of the Sunrise ADS, you will have the right to receive, and to exercise the beneficial ownership in, one Sunrise Share of the applicable class, including to exercise voting rights through the depositary. Because the depositary or its nominee will be the direct shareholder of record for the Sunrise Shares represented by all outstanding Sunrise ADSs, shareholder rights will rest with the depositary or its nominee and will be governed by the laws of Switzerland and Sunrise’s articles of association. Your rights will be those of a Sunrise ADS holder. A deposit agreement among Sunrise, the depositary and you as a Sunrise ADS holder, and all other holders and beneficial owners from time to time of the applicable Sunrise ADSs, will set out your rights as the holder of the applicable Sunrise ADSs. You will have the right to, at any time and at your option, cancel your Sunrise ADSs and withdraw the applicable class of Sunrise Shares, as further described in “The Spin-Off—Stock Market Listing and Trading of Sunrise Shares and Sunrise ADSs—Cancelling Sunrise ADSs, Withdrawing the Underlying Sunrise Shares and Trading the Sunrise Shares and Sunrise ADSs—Procedures for Cancelling Sunrise ADSs and Withdrawing Underlying Sunrise Share.”

As described elsewhere in this proxy statement/prospectus, the only listed trading market for either class of Sunrise Shares will be the SIX, where Sunrise has received approval from SIX Exchange Regulation, subject to customary conditions, to list the Sunrise Class A Common Shares, and the only listed trading market for either class of the Sunrise ADSs will be Nasdaq, where Sunrise has applied to list the Sunrise Class A ADSs. Neither the Sunrise Class B Shares nor the Sunrise Class B ADSs will be listed on any stock exchange in any jurisdiction. The Nasdaq listing of the Sunrise Class A ADSs will be for a transitional period only, to facilitate trading and holding of the Sunrise Class A ADSs after the spin-off. This transitional period will extend from the listing date of the Sunrise Class A ADSs on Nasdaq to a date which will be approximately nine months thereafter, with the specific date to be determined. Sunrise could elect to extend the transitional period based upon facts and circumstances at the time. However, Sunrise Class A ADS holders should prepare for a delisting at the end of the transitional period. Upon the expiration of the transitional period and delisting, Sunrise Class A ADSs will trade in the U.S. on an OTC basis and holders of the Sunrise Class A ADS should plan to manage their holdings and brokerage accounts accordingly. OTC trading is generally much more limited than trading on any national securities exchange and subject to greater volatility. As also described

Sunrise ADS holders who wish to hold the Sunrise Shares directly, rather than in ADS form, or trade the Sunrise Class A Common Shares on the SIX at any time following the spin-off, will need to deposit such shares with a bank, broker or other nominee capable of holding the Sunrise Shares and trading the Sunrise Class A Common Shares on the SIX.

Cash dividends paid in respect of Sunrise ADSs will be subject to applicable fees and expenses incurred by the depositary in connection with the distribution thereof in the amount of up to $0.05 per Sunrise ADS (depending on the amount of dividend), while no such fees and expenses would be payable by direct holders of the Sunrise Shares.

Sunrise ADS holders will vote the underlying Sunrise Shares by instructing the depositary how to vote the Sunrise Shares underlying their Sunrise ADSs, while holders of Sunrise Shares will vote directly or by instructing the independent proxy at any general meetings of Sunrise.

What do I need to do to receive Sunrise Shares in ADS form and how will I receive such Sunrise Shares?

Holders of Liberty Global Common Shares on the Distribution Record Date are not required to pay any cash, or deliver other consideration or give up any Liberty Global Common Shares in order to receive Sunrise Shares in ADS form in the spin-off.

How do I trade my Sunrise Class A ADSs?

As described elsewhere in this proxy statement/prospectus, the only listed trading market for either class of Sunrise Shares will be the SIX, where Sunrise has received approval from SIX Exchange Regulation, subject to customary conditions, to list the Sunrise Class A Common Shares, and the only listed trading market for either class of the Sunrise ADSs will be Nasdaq, where Sunrise has applied to list the Sunrise Class A ADSs. Trading in Sunrise Class A Common Shares and Sunrise Class A ADSs is expected to begin on the SIX and on Nasdaq, respectively, on a Swiss or U.S., business day, as applicable, after the date that Liberty Global completes the spin-off. The Nasdaq listing of the Sunrise Class A ADSs will be for a transitional period only, to facilitate trading and holding of the Sunrise Class A ADSs after the spin-off. This transitional period will extend from the listing date of the Sunrise Class A ADSs on Nasdaq to a date

which will be approximately nine months thereafter, with the specific date to be determined. Sunrise could elect to extend the transitional period based upon facts and circumstances at the time. Holders can trade Sunrise Class A ADSs on Nasdaq and other U.S. trading venues while they remain listed there. However, Sunrise Class A ADS holders should prepare for a delisting at the end of the transitional period. Upon the expiration of the transitional period and delisting, Sunrise Class A ADSs will trade in the U.S. on an OTC basis and holders of the Sunrise Class A ADS should plan to manage their holdings and brokerage accounts accordingly.

How do I trade my Sunrise Class B ADSs?

Neither the Sunrise Class B Shares nor the Sunrise Class B ADSs will be listed on any stock exchange in any jurisdiction. Trading in the Sunrise Class B ADSs, if any, will only take place in the United States OTC. OTC trading is generally much more limited than trading on any national securities exchange and is subject to greater volatility. There can be no assurance that a viable and active trading market will develop in the Sunrise Class B ADSs.

How can I trade on the SIX?

Since Liberty Global shareholders will initially receive Sunrise Shares in ADS form in the spin-off, before they can place an on-market trade for their Sunrise Shares on the SIX, they will first need to cancel their Sunrise ADSs and acquire direct ownership of Sunrise Class A Common Shares in SIX-SIS.

How do I trade my Sunrise Class B Shares?

Because the Sunrise Class B Shares will not be listed on the SIX and cannot be traded OTC in the United States (other than in ADS form), you will not be able to trade your Sunrise Class B Shares unless you exchange them for Sunrise Class A Common Shares. You can exchange your Sunrise Class B Shares for Sunrise Class A Common Shares in accordance with Sunrise’s articles of association, at a ratio of 10 Sunrise Class B Shares for one Sunrise Class A Common Share. The Sunrise Class A Common Shares can be traded on the SIX through a broker capable of supporting such trading. See “How do I trade on the SIX?” above for more information.

Do I have to cancel my Sunrise ADSs and withdraw my Sunrise Shares?

No. You will only have to cancel your Sunrise ADSs and withdraw the underlying Sunrise Shares if you wish to trade on the SIX, as further described above under “How do I trade on the SIX?”. However, Liberty Global expects that Sunrise ADS holders who cancel their Sunrise ADSs and withdraw the underlying Sunrise Shares for trading on the SIX will gain access to what Liberty Global believes will be a more liquid trading market for their Sunrise Shares. Such holders will also become direct shareholders of Sunrise, such that they will be able to vote directly at Sunrise’s shareholder meetings and receive any dividends directly from Sunrise without payment of fees of up to $0.05 per Sunrise ADS (depending on amount of the dividend) to JPMorgan Chase, among other possible benefits.

How can I cancel my Sunrise ADSs and withdraw Sunrise Shares?

The cancellation of Sunrise ADSs and the withdrawal of the underlying Sunrise Shares will be governed by the deposit agreement applicable to the relevant Sunrise ADSs and the procedures of the depositary. The deposit agreements provide that, among other things, if a holder of Sunrise ADSs tenders Sunrise ADSs to the depositary for cancellation together with proper instructions and documentation and the payment of applicable fees, charges and taxes as set forth in the applicable deposit agreement, the depositary will deliver to such holder of Sunrise ADSs or, upon such holder’s written order, another person, the underlying Sunrise Shares, subject only to compliance with applicable law and any temporary delays caused by the closing of the Sunrise ADS register by the depositary or of Sunrise’s share register by Sunrise in connection with, among other things, voting at a shareholders’ meeting, or the payment of dividends. For more information about the provisions of the deposit agreements and the depositary’s procedures, please review

the deposit agreement applicable to your Sunrise ADSs, which is an exhibit to the registration statement of which this proxy statement/prospectus forms a part. You may also contact the depositary by e-mail at DR_Global_CSM@jpmorgan.com. Liberty Global and Sunrise also intend to make more information about such procedures accessible to eligible persons from the investor relations pages of their respective websites.

What matters will Liberty Global’s shareholders consider at the Special Meeting?

Liberty Global’s shareholders will vote on the following proposals:

the spin-off proposal – a proposal to approve, in accordance with bye-law 14.2(b) of Liberty Global’s bye-laws, the terms of the spin-off pursuant to which (i) holders of Liberty Global Class A common shares receive one Sunrise Class A Common Share, each with one vote per share, in the form of one Sunrise Class A ADS, for every five Liberty Global Class A common shares owned by such holders, (ii) holders of Liberty Global Class B common shares receive two Sunrise Class B Shares, each with one vote per share, in the form of two Sunrise Class B ADSs, for each Liberty Global Class B common share owned by such holders and (iii) holders of Liberty Global Class C common shares receive one Sunrise Class A Common Share, each with one vote per share, in the form of one Sunrise Class A ADS, for every five Liberty Global Class C common shares owned by such holders;

the share premium reduction proposal – a proposal to approve, in accordance with section 46 of the Companies Act 1981 of Bermuda (the “Bermuda Companies Act”) and bye-law 12.1 of Liberty Global’s bye-laws, a reduction of Liberty Global’s share premium account without any payment by Liberty Global to Liberty Global’s shareholders, up to a maximum amount equal to the current balance of Liberty Global’s share premium account, and the grant of authority to the Liberty Board to determine the exact amount of the share premium reduction by reference to the equity market value of Sunrise on the effective date of the spin-off; and

the adjournment proposal – a proposal to give Liberty Global the authority to adjourn or postpone the Special Meeting if necessary or appropriate, including to solicit additional proxies in favor of the other Proposals if there are insufficient votes at the time of the Special Meeting to approve the other Proposals or in the absence of a quorum.

Why is the Liberty Board seeking shareholder approval of the spin-off?

Shareholder approval is required under bye-law 14.2(b) of Liberty Global’s bye-laws in connection with any share distribution unless (i) holders of each class of Liberty Global Common Shares receive the same class of securities, on an equal per share basis, or (ii) holders of Liberty Global Class B common shares receive higher voting securities and holders of Liberty Global Class A common shares and Liberty Global Class C common shares receive lower voting or non-voting securities. The spin-off does not meet either of the foregoing conditions. Instead, Sunrise’s share capital will be divided into (i) Sunrise Class A Common

Shares, one of which will be issued, in ADS form, to holders of Liberty Global Class A and Class C common shares for every five such Liberty Global shares they own and (ii) Sunrise Class B Shares, two of which will be issued, in ADS form, to holders of Liberty Global Class B common shares for every such Liberty Global share they own.

What is Liberty Global’s share premium account and what is share premium used for?

Under Bermuda law, when a company issues shares as consideration (including in connection with an exchange or merger), the value of the consideration received by the company above the nominal (or par) value of the shares is designated as “share premium” and is required to be transferred to a separate account on the company’s balance sheet. This separate account is known as a share premium account and is treated as part of the company’s share capital. The share premium account is intended to ensure the company’s solvency and must generally be available to meet the claims of creditors in priority to shareholders. The share premium account can therefore be reduced only in limited circumstances.

What votes are required to approve the Proposals?

Each of the Proposals must be approved by the affirmative vote of a majority of the votes cast by the holders of Liberty Global Class A common shares and Liberty Global Class B common shares, voting as a single class, either in person or by proxy on such proposal. Holders of Liberty Global Class C common shares are not entitled to vote on matters presented to the Liberty Global shareholders at the Special Meeting and therefore, are not entitled to vote on the Proposals.

How does the Liberty Board recommend I vote at the Special Meeting?

The Liberty Board has determined that the Proposals are in the best interest of Liberty Global and its shareholders and recommends that holders of Voting Shares vote “FOR” each of the Proposals. See “The Spin-Off—Recommendation of the Liberty Board.” See also “The Spin-Off—Background and Reasons for the Spin-Off.”

What risks were considered by the Liberty Board in determining whether to effect the spin-off?

The Liberty Board considered a number of risks associated with the spin-off, including, among others:

the risk of being unable to achieve the benefits expected from the spin-off on the anticipated timeline, or at all, and the potential loss of synergies from operating as one company;

the possibility that the executive officers and directors of Liberty Global may have interests in the spin-off that may be different from, or in addition to, the interests of Liberty Global’s shareholders;

the potential decline in the market price of the Liberty Global Common Shares if the spin-off is not completed or is abandoned for any reason;

the possibility that the spin-off could result in significant tax liability to Liberty Global’s shareholders;

the possibility that Liberty Global may not be able to obtain similar repayment of capital tax treatment for its shareholders in certain jurisdictions in future spin-offs and similar transactions;

the risk that the aggregate value of the Liberty Global Common Shares and Sunrise ADSs that current holders of Liberty Global Common Shares will hold as a result of the spin-off might be less than the value of the Liberty Global Common Shares before the spin-off;

the risk that Sunrise Class A Common Shares may trade at low volumes or an active public market for the Sunrise Class A Common Shares may not develop at all; and

the additional demands on Sunrise management to comply with reporting and other requirements associated with being an independent public company and the additional resulting expenses.

Are there any conflicts of interest that I should be aware of in connection with the spin-off?

Holders of Voting Shares should be aware that certain directors and executive officers of Liberty Global have certain interests in the spin-off that may be different from, or in addition to, the interests of such shareholders, including the treatment of outstanding equity awards held by such directors and officers. Mr. Fries, who is the Chief Executive Officer and President of Liberty Global and Vice Chairman of the Liberty Board, is expected to serve as the chairperson of the Sunrise Board (the “Sunrise Chair”) immediately following the spin-off.

What will the relationship be between Liberty Global and Sunrise after the spin-off?

Following the spin-off, Liberty Global and Sunrise will be independent, separate publicly traded companies, and Sunrise will no longer be part of Liberty Global. However, Liberty Global and Sunrise, or their respective subsidiaries, will remain party to certain existing agreements and will enter into certain new

agreements in order to govern the ongoing relationships between Liberty Global and Sunrise after the spin-off and to provide for an orderly transition of Sunrise to independent public company status. Such agreements will include the following:

a master separation agreement that sets forth the principal corporate transactions (including the internal restructuring) necessary to complete the spin-off, certain conditions to the spin-off and a number of other provisions governing the relationship between Liberty Global and Sunrise following the completion of the spin-off;

a tax separation agreement that governs the respective rights, responsibilities and obligations of Liberty Global and Sunrise with respect to taxes and tax benefits, the filing of tax returns and other tax matters;

a technology master services agreement that governs the continued provision of various technology-related services to Sunrise and its subsidiaries (the “Sunrise group”) following the spin-off, including services for maintaining, scaling and operating entertainment, connectivity and network-related platforms and products;

one or more transitional services agreements that govern the provision of certain services to the Sunrise group to ensure an orderly transition following the spin-off, with services to include, among others, internal audit, compliance, internal controls, external reporting, accounting, treasury, emerging business, corporate affairs and regulatory, human resources, legal, content and brand access services; and

various other agreements pursuant to which subsidiaries of Liberty Global and Sunrise will provide operational or advisory services to each other after the spin-off.

Is the completion of the spin-off subject to any conditions?

The completion of the spin-off and related transactions is subject to the satisfaction (as determined by the Liberty Board in its sole discretion) of the following conditions as set forth in the master separation agreement, including, among others:

approval of the final terms of the spin-off by the Liberty Board;

approval of the holders of the Voting Shares of the spin-off proposal and the share premium reduction proposal at the Special Meeting;

receipt of the opinion of Allen Overy Shearman Sterling US LLP to the effect that, subject to the qualifications and limitations set forth in such opinion, the spin-off should qualify for shareholder nonrecognition treatment under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”), and related provisions with the result that, for U.S. federal income tax purposes, no gain or loss should be recognized by, and no amount should be included in the income of, holders of Liberty Global Common Shares upon the receipt of Sunrise ADSs in the spin-off, except with respect to any cash received in lieu of a fractional Sunrise ADS (the “A&O Shearman Tax Opinion”);

the tax separation agreement, the technology master services agreement, the transitional services agreements and amendments to certain other existing services agreements between Liberty Global and Sunrise (or their respective affiliates) being in effect;

the effectiveness under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of the registration statement on Form F-4 of which this prospectus forms a part;

the approval of the SIX for the listing of the Sunrise Class A Common Shares;

the approval of Nasdaq for the listing of the Sunrise Class A ADSs;

the deposit agreements in connection with the Sunrise ADSs being in effect;

receipt of a ruling from the Swiss Takeover Board (Übernahmekommission) (the “Swiss Takeover Board”) regarding certain aspects of Swiss takeover law related to arrangements after the spin-off;

the absence of any governmental order or legal restraint preventing the closing of the spin-off; and

receipt of any other material regulatory or contractual approvals that the Liberty Board has determined are required to be obtained.

What happens if the spin-off is not completed?

If the spin-off is not completed, the transactions described in this proxy statement/prospectus will not be implemented, the Sunrise Business will remain part of Liberty Global, and Liberty Global’s shareholders will continue to hold their existing shares in Liberty Global and will not receive any shares or ADSs in Sunrise.

Are Liberty Global’s shareholders entitled to dissenters’ rights or appraisal rights?

No. You will not be entitled to dissenters’ rights or appraisal rights in connection with the spin-off. See “The Spin-Off—Appraisal Rights.”

Will the Sunrise Shares or the Sunrise ADSs be listed on an exchange and publicly traded after the spin-off?

Currently, there is no public market for either class of the Sunrise Shares or either class of the Sunrise ADSs. Sunrise has received approval from SIX Exchange Regulation, subject to customary conditions, to list the Sunrise Class A Common Shares on the SIX, and has applied to list the Sunrise Class A ADSs on Nasdaq in connection with the spin-off. Sunrise has accordingly reserved the ticker symbol “SUNN” for the Sunrise Class A Common Shares with the SIX and the symbol “SNRE” for the Sunrise Class A ADSs with Nasdaq. Trading in Sunrise Class A Common Shares and Sunrise Class A ADSs is expected to begin on the SIX and on Nasdaq, respectively, on a Swiss or U.S. business day, as applicable, after the date that Liberty Global completes the spin-off. Sunrise does not intend to apply to list the Sunrise Class A Common Shares on any U.S. stock exchange and does not intend to apply to list the Sunrise Class B Shares or the Sunrise Class B ADSs on any stock exchange in any jurisdiction. There can be no assurance that a viable and active trading market will develop in either class of the Sunrise Shares or Sunrise ADSs.

What are the implications of Sunrise being a foreign private issuer?

During the time that Sunrise does report under the Exchange Act, unlike Liberty Global, Sunrise will be a foreign private issuer. Accordingly, it will not, among other things, be required to comply with all of the periodic disclosure requirements of the Exchange Act, with the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act, or Regulation FD. In addition, the Nasdaq listing rules (the “Nasdaq Listing Rules”) provide that foreign private issuers may follow home country practice in lieu of Nasdaq’s corporate governance standards, subject to certain exceptions and except to the extent that such exemptions would be contrary to U.S. federal securities laws. Sunrise intends to follow certain Swiss corporate governance practices in lieu of the Nasdaq Listing Rules. Accordingly, on an ongoing basis, holders of the Sunrise Shares or the Sunrise ADSs may have less information about Sunrise than they do about Liberty Global. See “Summary—Implications of Sunrise Being a Foreign Private Issuer” for more information.

How does the fact that Liberty Global intends for the Nasdaq listing of the Sunrise Class A ADSs to be terminated approximately nine months following the completion of the spin-off impact me?

The Liberty Global Common Shares are listed on Nasdaq and, accordingly, Liberty Global is subject to the listing rules and corporate governance requirements of Nasdaq. Sunrise has applied to list the Sunrise Class A ADSs on Nasdaq in connection with the spin-off. However, the Nasdaq listing of the Sunrise Class A ADSs will be for a transitional period only, to facilitate trading and holding of the Sunrise Class A ADSs after the spin-off. This transitional period will extend from the listing date of the Sunrise Class A ADSs on Nasdaq to a date which will be approximately nine months thereafter, with the specific date to be determined. Sunrise could elect to extend the transitional period based upon facts and circumstances at the time. In the event of such delisting, Sunrise will no longer be subject to the listing rules and corporate governance requirements of any U.S. stock exchange even as a foreign private issuer, including, among others, requirements related to audit committee composition and the adoption of a compensation clawback policy that is compliant with Nasdaq rules. Because the Sunrise Class A Common Shares will be listed on the SIX, Sunrise will be subject to the applicable corporate governance requirements of Swiss law for Swiss companies whose equity securities are listed on the SIX. Accordingly, in the event that the Nasdaq listing of the Sunrise Class A ADSs is terminated, holders of the Sunrise Shares or the Sunrise ADSs will not have the same corporate governance protections as they currently have as holders of Liberty Global Common Shares or that they will have while the Sunrise Class A ADSs are listed on Nasdaq Upon the expiration of the transitional period and delisting, Sunrise Class A ADSs will trade in the U.S. on an OTC basis and holders of the Sunrise Class A ADS should plan to manage their holdings and brokerage accounts accordingly. OTC trading is generally more limited and subject to greater volatility. See “How do I trade my Sunrise ADSs?” above for more information about implications on your ability to trade the Sunrise Class A ADSs and underlying Sunrise Class A Common Shares.

Will Sunrise file periodic reports with the SEC under the Exchange Act after the spin-off and if so, for how long?

Sunrise will become subject to reporting obligations under Section 15(d) of the Exchange Act immediately upon effectiveness of the registration statement of which this proxy statement/prospectus forms a part and will be required to register its Class A Common Shares under the Exchange Act in connection with the listing of the Sunrise Class A ADSs on Nasdaq and thereby become subject to reporting obligations under Section 13(a) of the Exchange Act. While it remains subject to these reporting obligations, Sunrise expects to file annual reports on Form 20-F and furnish current reports on Form 6-K with material information, including quarterly reports, that it makes public in Switzerland. As a foreign private issuer, Sunrise will not be required to comply with many of the reporting and other requirements which are applicable to U.S. domestic companies, including Liberty Global. If and when Sunrise ceases reporting under the Exchange Act, its shareholders will only have access to such information about Sunrise as it will at that time be required to disclose in accordance with Swiss law and SIX listing requirements. Sunrise will at that time also cease to be subject to, among other things, the liability provisions of the Exchange Act and the provisions of the Sarbanes-Oxley Act of 2002 (“SOX”).

In what ways does Swiss law applicable to Sunrise’s shareholders and Sunrise’s articles of association differ from the laws in effect in Bermuda that are applicable to Liberty Global’s shareholders and Liberty Global’s bye-laws?

If the spin-off is completed, in addition to your Liberty Global Common Shares, you will own Sunrise Shares in ADS form. Your rights as a Liberty Global shareholder will be governed by laws applicable to Bermuda companies and Liberty Global’s bye-laws. As a Sunrise ADS holder, Sunrise will not treat you as a shareholder of record of Sunrise, and you will not have any direct shareholder rights. Rather, each of your Sunrise ADSs will represent the right to receive, and to exercise the beneficial ownership in, one Sunrise Share of the applicable class, and you will have the right to, at any time and at your option, cancel your Sunrise ADSs and withdraw the applicable class of Sunrise Shares. Your rights will be those of a Sunrise ADS holder unless and until you cancel your Sunrise ADSs and withdraw Sunrise Shares. A deposit agreement among Sunrise, the depositary and you as a Sunrise ADS holder, and all other holders and beneficial owners from time to time of the applicable Sunrise ADSs, will set out your rights as the holder of the applicable Sunrise ADSs. You will have the right to, at any time and at your option, cancel your Sunrise ADSs and withdraw the applicable class of Sunrise Shares, as further described in “The Spin-Off—Stock Market Listing and Trading of Sunrise Shares and Sunrise ADSs—Cancelling Sunrise ADSs, Withdrawing the Underlying Sunrise Shares and Trading the Sunrise Shares and Sunrise ADSs—Procedures for Cancelling Sunrise ADSs and Withdrawing Underlying Sunrise Share.” If you cancel your Sunrise ADSs and withdraw the underlying Sunrise Shares, your rights as a holder of Sunrise Shares will be governed by Swiss law applicable to publicly listed Swiss companies and Sunrise’s articles of association. Applicable Swiss law and Sunrise’s articles of association differ in many respects from the laws applicable to Bermuda companies and their shareholders and Liberty Global’s bye-laws. For more information regarding the rights of holders of Liberty Global Common Shares and the rights that would result from the spin-off and holding Sunrise Shares, including any material differences in such rights, see “Description of Sunrise Shares Following the Spin-Off” and “Comparison of Rights of Holders of Liberty Global Common Shares Prior to the Spin-Off with Rights of Holders of Sunrise Shares Following the Spin-Off.”

Is Liberty Global required to effect the spin-off if shareholders approve the Proposals?

No. Regardless of receipt of necessary shareholder approval, the Liberty Board is not required to effect the spin-off.

When does Liberty Global expect to complete the spin-off?

If the holders of Voting Shares approve the spin-off at the Special Meeting and all of the other conditions to the completion of the spin-off are satisfied, Liberty Global currently expects to complete the spin-off during the fourth quarter of 2024. However, even if the holders of Voting Shares approve the spin-off, the Liberty Board may abandon or delay the spin-off.

What happens if I sell my Liberty Global Common Shares before the Special Meeting?

The Special Meeting Record Date, which is 5:00 p.m. Eastern Time on August 28, 2024 is earlier than the date of the Special Meeting. If you transfer your Liberty Global Common Shares after the Special Meeting Record Date but before the Special Meeting, you will, unless the transferee requests a proxy from you, retain your right to vote at the Special Meeting but will transfer the right to receive shares, in ADS form (and any cash in lieu of fractional Sunrise Class A ADSs), to which you would otherwise be entitled in connection with the spin-off to the person to whom you transfer your shares. In order to receive the shares, in ADS form (and any cash in lieu of fractional Sunrise Class A ADSs), which you are entitled to receive in connection with the spin-off as a Liberty Global shareholder, you must hold your shares through the Distribution Record Date.

What is the Distribution Record Date?

The Distribution Record Date is the date that the Liberty Board will determine as the record date for the spin-off. Holders of record of Liberty Global Common Shares on the Distribution Record Date will be entitled to receive on the effective date of the spin-off the Sunrise Shares of the applicable class in ADS form, based on the applicable distribution ratio.

What happens if I sell my Liberty Global Common Shares before the Distribution Record Date?

If you sell your Liberty Global Common Shares before the Distribution Record Date, the right to receive Sunrise ADSs (and any cash in lieu of fractional Sunrise Class A ADSs) which you would otherwise be entitled to receive in connection with the spin-off will transfer to the person to whom you sell your Liberty Global Common Shares. In order to be entitled to receive the Sunrise ADSs (and any cash in lieu of fractional Sunrise Class A ADSs) in connection with the spin-off as a Liberty Global shareholder, you must own your shares on the Distribution Record Date.

Who will bear the costs of the spin-off?

The majority of the costs associated with the spin-off will be for Sunrise’s account, with certain expenses to be borne by Liberty Global. The expenses are expected to be approximately $35 million in the aggregate.

What are the U.S. federal income tax consequences to me of the spin-off?

For U.S. federal income tax purposes, no gain or loss should be recognized by, or be includible in the income of, a U.S. Holder (as defined in “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off”) as a result of the spin-off, except with respect to any cash (if any) received by Liberty Global’s shareholders in lieu of fractional Sunrise Class A ADSs. After the spin-off, Liberty Global’s shareholders will allocate their basis in their Liberty Global Common Shares held immediately before the spin-off between their Liberty Global Common Shares and their Sunrise ADSs in proportion to their relative fair market values on the date of the spin-off. See “The Spin-Off—Material U.S. Federal Income Tax Consequences of the Spin-Off” for more information regarding the potential tax consequences to you of the spin-off.

What are the Swiss income tax consequences to me of the spin-off?

If you are a Swiss resident holder, no gain or loss should arise or be included in your income for Swiss tax purposes as a result of the spin-off, provided that you are a Swiss Holder (as defined in “The Spin-Off—Material Swiss Tax Consequences of the Spin-Off”) who holds Liberty Global Common Shares as a business asset and correctly maintains the tax and book value of your Liberty Global Common Shares.

If you are a Swiss Holder that holds Liberty Global Common Shares as business assets and you are classified as a “professional securities dealer” or if you are a legal entity and you receive cash in lieu of a fractional Sunrise ADS, then you will generally recognize a capital gain or loss measured by the difference between the cash received for such fractional Sunrise ADS and your tax basis in such fractional Sunrise ADS.

If you are a Swiss Holder who holds Liberty Global Common Shares as private assets and you receive cash in lieu of a fractional Sunrise ADS, the receipt of such cash will be tax-free to you.

What are the U.K. tax consequences to me of the spin-off?

Holders of Liberty Global Common Shares should not be taxed to income for U.K. tax purposes, nor recognize any gain or loss for the purposes of U.K. taxation of chargeable gains, solely as a result of the spin-off (except, potentially, with respect to any cash (if any) received in lieu of fractional Sunrise ADSs, and on the basis and subject to the matters described in “The Spin-Off—Material U.K. Tax Consequences of the Spin-Off”).

Does Sunrise intend to pay cash dividends?

Yes. Sunrise is committed to utilizing free cash flows to support attractive shareholder distributions in a disciplined manner. Sunrise aims to begin paying dividends in 2025, plans to distribute a substantial portion of its free cash flow as dividends and is targeting progressive dividend per share payments. See “The Spin-Off—Dividend Policy.”

Whom can I contact for more information?

If you have any questions about the spin-off or the Special Meeting, or would like copies of any of the documents incorporated by reference in this proxy statement/prospectus or filed as exhibits to the registration statement of which this proxy statement/prospectus forms a part, you may call, email or mail Liberty Global’s Investor Relations Department, + 1 (303) 220-6600 or ir@libertyglobal.com or Liberty Global Ltd., attention: Investor Relations Department, 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202, U.S. You may also contact Innisfree M&A Incorporated (“Innisfree”), who is acting as proxy solicitation agent for the Special Meeting, at +1(877) 825-8906 (within the U.S. and Canada) or +1(412) 232-3651. Banks and brokers may call +1(212) 750-5833.

Where can I find more information about Sunrise and Liberty Global?

You can find more information from various sources described under “Where You Can Find More Information And Incorporation By Reference.”

Only holders of record of Voting Shares as of 5:00 p.m. Eastern Time on August 28, 2024, the Special Meeting Record Date, are entitled to notice of the Special Meeting or any adjournment thereof and are entitled to vote at the Special Meeting or any adjournment thereof.

As of August 28, 2024, there were 172,839,217 Liberty Global Class A common shares and 12,988,658 Liberty Global Class B common shares outstanding and entitled to vote.

Are holders of Liberty Global’s non-voting Class C common shares entitled to vote?

Holders of Liberty Global Class C common shares will not be entitled to vote on any of the Proposals at the Special Meeting.

What is the quorum requirement?

A quorum will be present at the Special Meeting if the holders of a majority in total voting power of the issued and outstanding Voting Shares entitled to vote at the Special Meeting are present or represented by proxy.

Can I vote my Voting Shares in person at the Special Meeting?

All shareholders of record of the Voting Shares are invited to attend the Special Meeting.

If you are a shareholder of record, you have the right to attend, speak and vote in person at the Special Meeting. Any corporation which is a shareholder of record may by resolution of its board of directors authorize one or more persons to act as its representative(s) at the Special Meeting and the person(s) so authorized will (on production of a certified copy of such resolution at the Special Meeting) be entitled to exercise these same powers on behalf of the corporation as that corporation could exercise if it were an individual shareholder of Liberty Global.

Notwithstanding the foregoing, Liberty Global recommends that you vote by proxy in advance of the Special Meeting even if you plan to attend the Special Meeting (note that you may change your vote at the Special Meeting).

If I hold my Voting Shares in “street name” through a bank, broker or other nominee, how do I vote?

If your Voting Shares are held in the name of a broker, bank or other nominee, you are a beneficial owner of the Voting Shares held in “street name,” and this document is being made available or forwarded to you by your broker, bank or other nominee, who is treated as the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Voting Shares. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your Voting Shares are voted in the way you would like at the Special Meeting. Your bank, broker or other nominee will send you specific instructions in this regard to vote your Voting Shares.

If you are a beneficial owner, you may also attend the Special Meeting. You may not, however, vote your Voting Shares held in “street name” unless you obtain a “proxy” from your broker, bank or other nominee that holds the Voting Shares, which gives you the right to vote the shares at the Special Meeting.

If I give a proxy, how are my Voting Shares voted?

Regardless of the method you choose to appoint your proxy, the individuals named on the enclosed proxy card (i.e., your proxy), will vote your Voting Shares in the way that you indicate if you validly appoint a proxy and properly specify how you want your Voting Shares voted. When completing the internet process or the proxy card, you may specify whether your Voting Shares should be voted for or against or to abstain from voting on all, some or none of the Proposals to come before the Special Meeting.

What is the difference between holding Voting Shares as a shareholder of record and as a beneficial owner of Voting Shares held in “street name”?

If your Voting Shares are registered directly in your name with Computershare, Liberty Global’s transfer agent, you are considered, with respect to those Voting Shares, the shareholder of record, and this proxy statement/prospectus, including the proxy card, has been sent directly to you by Liberty Global. If your Voting Shares are held in the name of a broker, bank or other nominee, you are a beneficial owner of Voting Shares held in “street name,” and this proxy statement/prospectus is being made available or forwarded to you by your broker, bank or other nominee, who is treated as the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Voting Shares. You must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your Voting Shares are voted in the way you would like at the Special Meeting. Your bank, broker or other nominee will send you specific instructions in this regard to vote your Voting Shares.

What happens if I do not give specific voting instructions?

If you are a shareholder of record and you validly appoint a proxy for the Special Meeting but do not specify how you want to vote your Voting Shares at the Special Meeting, the proxy holders will vote such unspecified shares “FOR” the Proposals.

If any other matters (other than the Proposals described herein and related procedural matters) properly come before the Special Meeting, the proxy holders will have the authority to vote your Voting Shares on those matters in their discretion. The Liberty Board currently does not know of any matters to be raised at the Special Meeting other than the Proposals described herein and related procedural matters.

If you are a beneficial owner, your broker, bank or other nominee will be permitted to vote your Voting Shares held in “street name” on any of the Proposals only if you instruct your broker, bank or other nominee on how to vote. Under applicable stock exchange rules, brokers, banks and other nominees have the discretion to vote your shares only on routine matters if you fail to instruct your broker, bank or other nominee on how to vote your shares with respect to such matters. The Proposals to be voted upon by the Voting Shares described in this proxy statement/prospectus are non-routine matters (other than the adjournment proposal), and brokers, banks and other nominees therefore cannot vote on these Proposals without your instructions. Therefore, it is important that you instruct your broker, bank or other nominee on how you wish to vote your Voting Shares.

What are “broker non-votes” and how are they treated?

If a broker, bank or other nominee who is a shareholder of record indicates on a form of proxy that it does not have discretionary authority to vote those Voting Shares on any of the Proposals, or if those Voting Shares are voted in circumstances in which its proxy authority is defective or has been withheld with respect to any of the Proposals, those Voting Shares are considered “broker non-votes” with respect to such proposal and will not be voted, but will be counted for purposes of determining whether a quorum is present at the Special Meeting.

How are abstentions treated?

An abstention on the Proposals has the effect of a vote not being cast with respect to the applicable Voting Shares in relation to such proposal. Although considered present for purposes of the quorum requirement at the Special Meeting, such Voting Shares will not be considered when determining whether the Proposals have received the required approval.

Can I change my vote or revoke my proxy?

You may revoke (i.e., terminate) your proxy at any time prior to its use by delivering a signed notice of revocation or a later dated signed proxy card. Attendance at the Special Meeting will not in itself constitute the revocation of a proxy. Any written notice of revocation or subsequent proxy should be sent or hand delivered so as to be received at Liberty Global Ltd., Attention: Legal Department, 1550 Wewatta Street, Suite 1000, Denver, Colorado 80202, U.S, at or before the start of the Special Meeting. Any revocation of votes submitted via the internet must be submitted by the same method as the corresponding votes, not later than 11:59 p.m. Eastern Time on October 24, 2024. If your Voting Shares are held in the name of a bank, broker or other nominee within the facilities of DTC, you should contact them to change your vote.

If you hold your Voting Shares in “street name” beneficially through a broker, bank or other nominee and want to change your vote, follow the voting instruction form provided by your broker, bank or other nominee. If you have any questions about voting or attending the Special Meeting, contact the Shareholder Helpline by calling the Liberty Global Investor Relations Department at +1(303) 220-6600 or contact Innisfree, who is acting as proxy solicitation agent for the Special Meeting, at +1(877) 825-8906 (within the U.S. and Canada) or +1(412) 232-3651. Banks and brokers may call +1(212) 750-5833.

All Voting Shares that have been properly voted and not revoked will be counted at the Special Meeting.

Where can I find the voting results of the Special Meeting?

Liberty Global will announce the preliminary voting results at the Special Meeting. Liberty Global will post the final results of voting on its website promptly after the Special Meeting. Liberty Global will also report the final results in a current report on Form 8-K that it will file with the SEC. All reports Liberty Global files with the SEC are publicly available when filed; for more information see “Where You Can Find More Information and Incorporation by Reference.”

lose opportunities to pursue any potential future integrated strategies with Liberty Global’s other businesses;

lose more favorable access to capital markets and other funding facilitated by Liberty Global, thereby potentially resulting in a higher cost of capital for Sunrise after the spin-off than it currently has as part of Liberty Global;

lose access to economies of scale associated with being part of Liberty Global, including in the areas of finance, treasury, procurement, human resources, legal and IT, despite the fact that Liberty Global and Sunrise expect to enter into agreements that will govern their commercial and other relationships for a period of time after the spin-off;

be required to engage vendors for services on terms that are not as favorable as when Sunrise had previously received services from the same vendors under an agreement negotiated by Liberty Global, particularly where the terms of such agreements treat the spin-off as a change of control, triggering renegotiation of agreement terms;

become more susceptible to market fluctuations and other adverse events, than it would have been if it did not become an independent public company;

be unsuccessful in pursuing its business strategy on a stand-alone basis without the benefit of oversight of its strategic direction by the Liberty Board and management; and

be unsuccessful in engaging in investment activities, capital allocation endeavors or availing itself of other strategic opportunities on terms that Sunrise finds favorable or at all.