Report of Foreign Issuer (6-k)
June 09 2016 - 2:29PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
June
9, 2016
Commission
File Number 1-14728
LATAM
Airlines Group S.A.
(Translation
of Registrants Name Into English)
Presidente
Riesco 5711, 20th floor
Las
Condes
Santiago,
Chile
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F:
Form 20-F x
Form 40-F ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Santiago,
June 9, 2016
Mr.
Carlos Pavez Tolosa
Superintendent
Superintendence
of Securities and Insurance
Ref:
Material Fact – Cancelation of BDR Program in Brazil
Dear
Superintendent:
In
accordance with articles 9° and 10° of Securities Market Law No. 18.045 of the Mercado de Valores, established by General
Regulation No. 30, and being duly authorized thereto, I hereby inform you of a material fact from LATAM Airlines Group S.A. (hereafter,
“LATAM” or the “Company”), Securities register No. 306, the following:
a)
On April 5
th
, 2016, LATAM issued a Material Fact to inform of the cancellation of the Brazilian Depository Receipts
(“BDRs”) program of LATAM Airlines Group S.A., which must be performed in accordance with the approved procedure described
in this communication (hereafter, the “Cancellation Procedure”).
b)
According to the Cancellation Procedure, the terms of which were published by LATAM on the 7
th
of April, 2016 in the
“
Diario Oficial do Estado de São Paulo
”, “
Valor Econômico
”, and on the website
of LATAM http://www.latamairlinesgroup.net (hereafter, the “Notice”), on May 9
th
, 2016, the deadline passed
for the bondholders of BDRs to exercise their option to keep the underlying common shares of the BDRs (the “Shares”);
and BM&FBOVESPA blocked, on May 23
rd
, 2016, the respective balances of the holders of BDRs who chose to adhere
to the procedure for sale of the shares on the Santiago Stock Exchange – Santiago Exchange, through the procedure called
Sale Facility.
c)
On May 24th 2016, LATAM issued a Material Fact to inform that May 23 was the maturity deadline for BDR holders to express their
option to keep their shares while the blockade by BM&FBOVERSPA occurred on the same date of the respective balances of the
holders of BDRs who chose to adhere to the procedure for sale of the shares on the Santiago Stock Exchange - Santiago Exchange,
through the procedure called Sale Facility, assigning for this purpose a theoretical value of sales in the Santiago Stock
Exchange.
d)
On this date, Chile informed that BTG Pactual S.A.
Corredores de Bolsa
("BTG Pactual Chile"), a Chilean institution
contracted by the Company for this purpose, made the sale on the Santiago Stock Exchange Shares of the respective holders who
adhered to the Sale Facility procedure.
e)
In this respect, on June 2, 2016, by conducting 1 (one) auction on the Santiago Stock Exchange, 672,500 shares were sold by an
average price of $4,150,038
Pesos Chilenos
per Share, an equivalent in Brazilian Reais of R$20,528003378, converted based
on the tax buying currency in the foreign exchange market on June 8, 2016, which is the amount to be paid for BDRs to their respective
owners. The payment should take place on June 16, 2016 and
Itaú Corretora de Valores
S.A. (“
Itaú
Corretora
”) should transfer it to BM&FBOVESPA, which will be responsible on transferring the amount to their respective
owners, through their custody agents. The BDR holders who maintained their position directly from
Itaú Corretora
will receive the amount directly from itself.
f)
More information and instructions relative to the Cancellation Procedure can be attained in the Material Fact published on April
5
th
, May 23
h
and the Notice.
Cordially,
Cristián
Toro Cañas
Vice-president
Legal
LATAM
Airlines Group S.A.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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Date: June 9, 2016
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LATAM AIRLINES GROUP
S.A.
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By:
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/s/
Enrique Cueto
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Name:
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Enrique Cueto
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Title:
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Latam Airlines Group CEO
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