Explanatory Note
This Amendment No. 1 (this Amendment No. 1) amends and supplements the Schedule 13D filed by the undersigned with
the Securities and Exchange Commission on November 3, 2022 (as so amended, the Schedule 13D) relating to shares of Common Stock, without par value (Common Stock), of LATAM AIRLINES GROUP S.A., a sociedad
anónima organized under the laws of Chile (the Issuer).
Shares of Common Stock are held by Lauca Investments, LLC, a Delaware
limited liability company (Lauca), which is owned by TAO Finance 3-A, LLC, a Delaware limited liability company (TAO Finance), Conifer Finance 3, LLC, a Delaware limited
liability company (Conifer Finance) and Redwood IV Finance 3, LLC, a Delaware limited liability company (Redwood Finance). Sixth Street Partners Management Company, L.P., a Delaware limited partnership
(Management Company) ultimately indirectly controls (i) Sixth Street TAO GenPar, L.P., a Delaware limited partnership, which is the manager of TAO Finance, (ii) Sixth Street Fundamental Strategies GenPar, L.P., a
Delaware limited partnership, which is the manager of Conifer Finance and (iii) Sixth Street Opportunities GenPar IV, L.P., a Delaware limited partnership, which is the manager of Redwood Finance.
Each item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein,
this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meaning herein as are ascribed to such terms in the
Schedule 13D filed on November 3, 2022.
The Issuers American Depositary Shares (the ADS), evidenced by American Depositary
Receipts (ADRs), each represent 2,000 shares of Common Stock.
Item 2. |
Identity and Background. |
Item 2(b) of the Schedule 13D is hereby amended to read as follows:
(b) The principal business address of Management Company is c/o Sixth Street Partners, LLC, 2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201. The
principal business address of Mr. Waxman is c/o Sixth Street Partners, LLC, 1 Letterman Drive, Building B, Suite B6-100, San Francisco, CA 94129.
Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following text at the end thereof:
On July 24, 2024, Lauca entered into an underwriting agreement (the Underwriting Agreement) with Goldman Sachs & Co. LLC,
Barclays Capital Inc. and J.P. Morgan Securities LLC each in their capacity as the representative (the Representatives) of the several underwriters (the Underwriters) named in Schedule I thereof, the Issuer and
the other selling shareholders named in Schedule II thereof. Pursuant to the Underwriting Agreement, Lauca sold to the Underwriters 10,384,970 ADS, each representing 2,000 shares of Common Stock, at a price per ADS of $23.16 (the Offering
Price) (the Underwritten Offering). In addition, Lauca granted the Underwriters an option exercisable for 30 days from the date of the Underwriting Agreement to purchase, at the Offering Price, up to an additional
1,810,679 ADS to cover overallotments, if any.
The ADS purchased by the Underwriters were issued by JPMorgan Chase Bank, N.A. (the
Depositary) and are evidenced by ADRs pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24,
2024 (the Deposit Agreement), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock.
The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering closed on July 26, 2024.
In accordance with the Underwriting Agreement, Lauca entered into a lock-up agreement with the Underwriters agreeing
that, subject to certain exceptions, it may not, during the 120-day period from July 18, 2024, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any
option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent
the right to
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