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June 18, 2024
Bryan Hall
Executive Vice President
Sunrise Communications AG
Thurgauerstrasse 101b
8152 Glattpark (Opfikon)
Switzerland
Re:Sunrise Communications AG
Draft Registration Statement on Form S-4
Submitted May 23, 2024
CIK: 0002021938
Dear Bryan Hall:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-4
Questions and Answers About the Spin-Off and the Special Meeting
What is the Liberty Globals share premium account and what is share premium used for?, page
viii
1.Please elaborate on the consequences of structuring this transaction by way of a share
premium reduction. In particular, please contrast the mechanics of a share premium
reduction with a traditional spin-off in the U.S.
Is the completion of the spin-off subject to any conditions?, page x
2.You indicate the spin-off transaction is conditioned upon the approval of the listing of the
Sunrise Class A Common Shares by the SIX. Please advise us whether such approval is
expected to occur prior to effectiveness or the shareholder vote.

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How does holding Sunrise Class A Common Shares, which are listed on the SIX, impact me?,
page xi
3.Please clarify whether you will facilitate the trading of your Sunrise Class A common
shares on U.S. over-the-counter markets such as the OTC Markets such as the OTCQX,
OTCQX or the Pink. Further, clarify whether U.S.-based investors that are unable to trade
their Sunrise shares on the SIX may result in their shares becoming illiquid and possibly
worthless.
4.You indicate your intention to cease being a public company and cease your reporting
obligations under the Exchange Act as soon as practicable. Your cover page should also
indicate your intention to cease becoming a reporting company as soon as practicable.
Please also clarify your reporting obligations under Sections 15(d) and/or 12(g) of the
Exchange Act as a public company upon the effectiveness of your Form F-4.
5.Please consider adding a Q&A that clarifies that Liberty Global shareholders will now
own additional shares in a Swiss company subject to the corporate governance laws of
Switzerland instead of Bermuda, and Sunrise will likely have new management that may
be majority based outside of the United States as a foreign private issuer. Please highlight
material changes in corporate governance. Finally, revise your Risk Factors and
Enforceability of Civil Liabilities sections to clarify which of your officers and directors
will be located outside of the United States, and discuss the difficulty of bringing actions
and enforcing judgements against these individuals.
What votes are required to approve the Proposals?, page xi
6.You reference that each of the Proposals must be approved by the affirmative vote of a
majority of the votes cast by holders of the Voting Shares. Please clarify that Liberty
Global Class C common shares do not have a voting right and Class C holders will not
vote to approve the spin-off transaction nor the share premium proposal.
Summary
The Spin-Off, page 3
7.Please consider adding a Summary of the Spin-Off pages similar to Summary of the
Offering or Summary of the Merger type pages commonly seen in Form F-4 documents.
For example, a listing of the number of shares currently outstanding for each class of
common shares for Liberty Global, the approximate number of Sunrise Class A common
shares and Class B shares that will be issued, the meeting date, and approximate date of
the spin-off transaction.
8.We note the frequent use the terms “Sunrise” and “Liberty Global” in reference to both
prior to and after the spin-off transaction and similar terms such as “Liberty Global group
of companies” and the “Liberty Group.” In light of the complex nature of this spin-off
transaction, please consider adding before and after organizational charts of Sunrise
Communications AG and the Sunrise Business as part of Liberty Global.

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Sunrise Communications AG
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9.We note that Liberty Global Class A and C common shareholders will receive Sunrise
Class A common shares and Liberty Global Class B shareholders will receive Sunrise
Class B shares. Sunrise Class B shares will have the functional equivalent of 10 votes per
share, similar to the Liberty Global Class B common shares. However, Liberty Global
Class C shareholders have non-voting shares and will now receive Sunrise Class A
Common Shares with one vote per share. Please clarify and illustrate in your Q&A and
summary how the voting power of these differing Liberty Global shareholder classes will
change with their Sunrise shares, as it appears that Liberty Global Class A shareholders
will have diluted voting power in Sunrise compared to their voting power in Liberty
Global.
Risk Factors
Liberty Global and Sunrise may be unable to achieve some or all of the anticipated benefits that
they expect to achieve..., page 12
10.Please describe what “integrated strategies” you may lose upon the separation of your
business to Liberty Global. To the extent that Sunrise’s current business is integrated with
other non-Sunrise Business units within Liberty Global, please clarify here or in the
Business section and discuss whether they will be unwound as part of the transition period
after the spin-off.
Background and Reasons for the Spin-Off, page 51
11.We note your brief disclosure of Liberty Global’s hiring of two financial advisors, J.P.
Morgan and UBS AG, in connection with your review if the spin-off would be in the best
interests of Liberty Global and its shareholders. You also indicated that Liberty Global’s
management determined there was trading discount of Liberty Global’s shares in
comparison to the underlying value of its individual businesses. Please clarify J.P. Morgan
and UBS AG’s role, if any, in determining the perceived trading discount and whether
they provided quantitative conclusions as to the amount of such trading discount.
Treatment of Outstanding Liberty Global Compensatory Equity-Based Awards, page 65
12.Please quantify the number of New Sunrise SARs, New Sunrise RSUs, True-Up Sunrise
RSUs and New Sunrise PSUs that will be issued under the Sunrise Transitional Share
Adjustment Plan, including the total number of equity shares that are underlying such
share awards.
Master Separation Agreement, page 68
13.Please clarify whether any of the separation agreements require Sunrise to limit its
operations in Switzerland or if they are restricted from entering other European markets or
markets the post spin-off transaction Liberty Global currently operates in.
14.To the extent material, please briefly describe the assets and liabilities that Sunrise will
transfer to Liberty Global that are not “Sunrise Assets and Liabilities.”

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Tax Separation Agreement, page 69
15.Please briefly describe the “certain covenants” that restricts Sunrise’s ability to pursue
strategic or other transactions. Clarify if these covenants could materially restrict
Sunrise’s current operations.
Spin-off Related Sunrise Debt Reduction and Sale of Equity Stake, page 71
16.Please advise us as to the status of the possible Liberty Global equity contribution, selling
of an equity stake of Sunrise in connection with the spin-off, and the Sunrise debt
reduction. Please revise both this section and the corresponding risk factors and your
Q&A and Summary sections when the terms of these transactions have been agreed upon
in principle.
The Sunrise Business
General, page 73
17.Please provide a description of the company’s research and development policies for the
last three years. In particular, please describe your policies related to 5G for which you
state you have invested substantially.
18.On page 51, you reference that Liberty Global has primarily been focused on its fixed-
mobile convergence (FMC) strategy. Please explain what you mean by FMC and how
Sunrise’s businesses are related to FMC.
Spectrum Holding, page 83
19.We note that five of your mobile spectrum licenses supporting 3G, 4G, and 5G
connectivity will expire in 2028 and four more will expire in 2034. Please provide a
description of the size or scope of these expirations may have on your business, such as
the percentage of revenue, subscribers or activity related to the networks that are expiring
in 2028.
Sunrise Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview
Customer churn and ARPU, page 104
20.We note that your revenues are dependent on your ability to maintain and expand your
subscriber base, as well as to balance the size of your subscriber base with ARPU. We
also note your disclosure of ARPU when discussing subscription revenues and how
revenues were affected by elevated levels of customer churn. It appears ARPU and Churn
are key performance indicators used in managing your business. Please provide a
qualitative discussion of the changes to these measures for each period presented, along

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with comparative period amounts, or explain why you do not believe this disclosure is
necessary. We refer you to Part I, Item 5.A of Form 20-F and Section III.D of SEC
Interpretive Release 33-6835.
Summary Financial Information of Sunrise, page 105
21.Regarding your presentation of Adjusted EBITDAaL, we note that you include an
adjustment for "lease-related expenses" which is comprised of depreciation and interest
expenses for leases arrangements under IFRS 16.  This adjustment results in a non-IFRS
measure that includes individually tailored accounting principles. Please revise your
calculation of Adjusted EBITDAaL to remove the adjustment for lease payments. Please
refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and
Disclosure Interpretations. Also clearly identify all non-IFRS measures as such throughout
the document.
22.Please revise to provide the comparable IFRS measure of net loss/income margin with
equal or greater prominence to your non-IFRS measure of Adjusted EBITDAaL margin.
Refer to Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Non-GAAP
Financial Measures Compliance and Disclosure Interpretations.
Results of Operations, page 108
23.Please provide a more comprehensive discussion and analysis of your operating results at
the segment reporting level as presented in Note 5 of your financial statements, including
the segment performance measure used by the CODM. Analysis of reportable segment
information, including cost of revenues, and segment performance margins should be
presented with specific emphasis where a segment contributes in a disproportionate way
to income or loss. Known trends, demands, commitments, events or uncertainties within a
segment, among the factors used by management to evaluate that segment, should be
discussed in MD&A. We refer you to Part I, Item 5.A of Form 20-F.
24.Your presentation of consolidated Adjusted EBITDAaL on pages 115 and 118 in any
context other than the IFRS 8 required reconciliation in Note 5 on page F-19 is considered
the presentation of a non-IFRS financial measure. Please remove the measure or identify
the measure as a non-IFRS financial measure and include the disclosures required by
Item 10(e) of Regulation S-K. Refer to Question 104.04 of the Compliance and Disclosure
Interpretations related to non-GAAP measures.
Variation of Class Rights, page 156
25.Please clarify whether Sunrise Class A Common Shareholders would receive separate
class voting rights if voting or economic rights of Class A Common Shares are changed.
The current disclosure references only a Simple Majority and a separate Class B vote.

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Security Ownership Certain Beneficial Owners of Sunrise, page 172
26.Please disclose the natural person(s) that hold investment and/or voting power over the
shares held by Artisan Partners Limited Partnership and Harris Associates L.P., and their
respective affiliates.
Annex D - Liberty Global Ltd. Unaudited Pro Forma Condensed Consolidated Financial
Statements , page D-1
27.In regard to both Liberty Global's and Sunrise's pro forma financials, we note you expect
to enter into separation, transitional and service agreements in connection with the Spin-
Off. Please disclose the material terms of these agreements, as applicable, including any
amounts you expect to pay under the agreements, and, to the extent factually supportable,
revise your pro forma financial statements to include adjustments for such
amounts. Please also expand your disclosures to explain how costs to be incurred under
the agreements compare to the historical allocated costs.
28.In regard to your reference to Note (1b), please provide the note or correct the reference.
29.In regard to notes (II) and (III), please expand your disclosures to more comprehensively
describe and quantify the presentation, classification and measurement differences
between IFRS and US GAAP associated with the adjustments as shown on the pro forma
financials.
30.Please describe and quantify the additional estimated transaction costs in footnote
(3). Also, clarify how you have given effect to these costs within your pro forma income
statement and advise us. Refer to Rule 11-02 (a)(6)(i)(B) of Regulation S-X.
Annex E - Sunrise Communications AG - Unaudited Pro Forma Condensed Consolidated
Financial Statements, page E-1
31.Please describe and quantify, as applicable, the additional estimated Spin-Off costs in
footnote (3). Also, clarify how you have given effect to these costs within your pro forma
income statement and advise us. Refer to Rule 11-02 (a)(6)(i)(B) of Regulation S-X.
32.Please quantify how you estimated the reduction of realized and unrealized losses on
derivative instruments described in note (6).
Consolidated Statements of Changes in Equity, page F-6
33.We note from that the "Contributions in excess of distributions and accumulated losses"
balance includes not only capital contributions by, and distribution to, the parent but also
net losses. The nature of capital contributions and distributions are
considered substantively different than the capital earned or used from your earnings
process. Accordingly, please present a line-item for accumulated losses or tell us how you
determined that your presentation provides appropriate information for the reader to
effectively differentiate contributions by owners from accumulated losses and how

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your aggregation of these amounts complies with IAS 1. Refer to IAS 1, paragraphs 78(e