SANTIAGO, Chile, Oct. 5, 2016 /PRNewswire/ -- LATAM Airlines
Group S.A. ("LATAM Airlines Group" or the "Company") (NYSE: LFL /
IPSA: LAN / Bovespa: LATM33), its affiliates, TAM Capital Inc. (the
"2017 Notes Issuer"), TAM Capital 3 Inc. (the "2021 Notes Issuer"
and, together with the 2017 Notes Issuer, the "Issuers") and
Citigroup Global Markets Inc. (the "Offeror" or the "Dealer
Manager") today announced the commencement of an offer by the
Offeror to purchase for cash (the "Tender Offer") up to
U.S.$462,500,000 aggregate principal
amount (subject to increase by the Offeror, the "Aggregate Maximum
Tender Amount") of the outstanding 7.375% Senior Guaranteed Notes
due 2017 (the "2017 Notes") of the 2017 Notes Issuer and 8.375%
Senior Guaranteed Notes due 2021 (the "2021 Notes") of the 2021
Notes Issuer, subject to purchase in accordance with the acceptance
priority level for each series of Notes set forth in the table
below (the "Acceptance Priority Level") and possible proration as
described in the Offer Documents (defined below). The 2017 Notes
and the 2021 Notes are guaranteed by TAM S.A. and TAM Linhas Aéreas
S.A. (the "Guarantors"). The Tender Offer is being made by the
Offeror on behalf of the Issuers pursuant to the offer to purchase
dated October 5, 2016 (the "Tender
Offer") and the related letter of transmittal (the "Letter of
Transmittal" and, together with the Tender Offer, the "Offer
Documents"). The principal purpose of the Tender Offer is to
acquire up to the Aggregate Maximum Tender Amount of the
outstanding Notes.
The table below summarizes certain payment terms for the
Notes:
Title of
Security
|
CUSIP /
ISIN
|
Aggregate
Principal Amount Outstanding
|
Base
Consideration(1)(2)
|
Early Tender
Premium(1)
|
Total
Consideration(1)(2)
|
Acceptance
Priority Level
|
Tender Cap Per
Series
|
8.375% Senior
Guaranteed Notes due 2021
|
87216VAA6 /
US87216VAA61
G86668AA1 / USG86668AA10
|
U.S.$500,000,000
|
U.S.$1,011.88
|
U.S.$30.00
|
U.S.$1,041.88
|
1
|
U.S.$262,500,000
|
7.375% Senior
Guaranteed Notes due 2017
|
87484EAB7 /
US87484EAB74
87484EAA9 / US87484EAA91
G86667AA3 / USG86667AA37
|
U.S.$300,000,000
|
U.S.$997.50
|
U.S.$30.00
|
U.S.$1,027.50
|
2
|
n/a
|
(1) Per U.S.$1,000 principal
amount of Notes.
(2) Excludes accrued interest, which will
be paid in addition to the Base Consideration or the Total
Consideration, as applicable.
|
The Notes will be purchased in accordance with the Acceptance
Priority Level (in numerical priority order) as set forth in the
table above (the "Acceptance Priority Level"), and proration of the
Notes on any given Settlement Date (as defined below) will be
determined in accordance with the terms of the Tender Offer.
If the Offeror purchases any Notes in the Tender Offer, Notes
tendered prior to the Early Tender Date will be accepted for
purchase in priority to other Notes tendered after the Early Tender
Date even if such Notes tendered after the Early Tender Date have a
higher acceptance priority than Notes tendered prior to the Early
Tender Date. The Offeror will first purchase not more than
U.S.$262,500,000 aggregate principal
amount of the 2021 Notes (the "2021 Notes Tender Cap") (the series
of Notes with the highest Acceptance Priority Level) validly
tendered at or prior to the Early Tender Date before we purchase
any 2017 Notes validly tendered at or prior to the Early Tender
Date, and then will purchase up to the Aggregate Maximum Tender
Amount (minus any amount used to purchase 2021 Notes) of the 2017
Notes validly tendered at or prior to the Early Tender Date.
If at the Early Tender Date the aggregate principal amount of Notes
validly tendered exceeds the Aggregate Maximum Tender Amount, the
Offeror reserves the right, at its option, not to accept any
additional Notes tendered by holders of Notes after the Early
Tender
Date.
The Tender Offer will expire at 11:59
P.M., New York City time,
on November 2, 2016, unless extended
or earlier terminated (such date and time, including as extended or
earlier terminated, the "Expiration Date"). Holders of Notes who
validly tender (and do not validly withdraw) their Notes at or
prior to 8:00 A.M., New York City time, on October 20, 2016, unless extended or earlier
terminated (such date and time, including as extended or earlier
terminated, the "Early Tender Date"), will be eligible to receive
the Total Consideration (as defined below), which includes the
Early Tender Premium (as defined below), plus accrued interest to
the date of payment. Holders of Notes who validly tender Notes
after the Early Tender Date but at or prior to the Expiration Date
in the manner described herein will not be eligible to receive the
Early Tender Premium and will therefore only be eligible to receive
the Base Consideration (as defined below), plus accrued interest to
the date of payment. Notes that have been validly tendered pursuant
to the Tender Offer may be validly withdrawn prior to 8:00 A.M., New York
City time, on October 20,
2016, unless extended or earlier terminated (such date and
time, including as extended or earlier terminated, the "Withdrawal
Deadline") but not thereafter except as may be required by
applicable law.
The total consideration for the Notes of each series (the "Total
Consideration") is U.S.$1,027.50 for
each U.S.$1,000 principal amount of
the 2017 Notes and U.S.$1,041.88 for
each U.S.$1,000 principal amount of
the 2021 Notes which includes, in each case, an early tender
premium (the "Early Tender Premium") of U.S.$30.00 per U.S.$1,000 principal amount of the Notes, and in
addition, in each case, the applicable Base Consideration (as
defined below). Subject to purchase in accordance with the
Acceptance Priority Level and possible proration, Holders that
validly tender and do not withdraw Notes at or before the Early
Tender Date will be eligible to receive the Total Consideration
(including the Early Tender Premium) within three business days
following the Early Tender Date (the "Early Settlement Date").
Subject to purchase in accordance with the Acceptance Priority
Level and possible proration, Holders that validly tender their
Notes after the Early Tender Date and prior to or at the Expiration
Date will be eligible to receive (the "Base Consideration") of
U.S.$997.50 per U.S.$1,000 principal amount of the 2017 Notes and
U.S.$1,011.88 per U.S.$1,000 principal amount of the 2021 Notes, in
each case, equal to the applicable Total Consideration less the
Early Tender Premium, within four business days following the
Expiration Date (the "Final Settlement Date").
The Issuers and the Guarantors have consented to the Offeror
making the Tender Offer. It is intended that the Notes purchased by
the Offeror in the Tender Offer will be exchanged by the Offeror
with LATAM Finance Limited, for certain new notes (the "Exchange")
issued in a new offering, exempt from the registration requirements
of the U.S. Securities Act of 1933, as amended (the "Securities
Act"), by LATAM Finance Limited (the "New Offering").
The obligation of the Offeror to accept for purchase, and to pay
for, Notes validly tendered pursuant to the Tender Offer is subject
to, and conditioned upon, the satisfaction or waiver of certain
conditions as set forth in the Offer Documents, in the sole
discretion of the Offeror, including consummation of the New
Offering in terms satisfactory to LATAM.
The Information and Tender Agent for the Tender Offer is Global
Bondholder Services Corporation. To contact the Information and
Tender Agent, banks and brokers may call collect (212) 430-3774,
and others may call U.S. toll-free: (866) 470-3700. The Information
and Tender Agent's email is contact@gbsc-usa.com.
The sole Dealer Manager for the Tender Offer is Citigroup Global
Markets Inc. Any questions or requests for assistance may be
directed to the Dealer Manager at Collect: (212) 723-6106 or U.S.
Toll-Free: (800) 558-3745. In addition, Holders may contact their
broker, dealer, commercial bank, trust company or other nominee for
assistance concerning the Tender Offer.
This notice does not constitute or form part of any offer or
invitation to purchase, or any solicitation of any offer to sell,
the Notes or any other securities in the
United States or any other country, nor shall it or any part
of it, or the fact of its release, form the basis of, or be relied
on or in connection with, any contract therefor. The Tender Offer
is made only by and pursuant to the terms of the Tender Offer and
the related Letter of Transmittal and the information in this
notice is qualified by reference to the Tender Offer and the
related Letter of Transmittal. None of the Offeror, the Issuers,
the Guarantors, LATAM or the Information and Tender Agent makes any
recommendations as to whether holders should tender their Notes
pursuant to the Tender Offer.
* * *
This notice to the market does not represent an offer to sell
securities or a solicitation to buy securities in the United States or in any other country. The
New Offering was not and will not be registered under the
Securities Act. Consequently, the notes issued in the New Offering
are prohibited from being offered or sold in the United States or to U.S. citizens without
the applicable registration or exemption from registration required
under the Securities Act.
This notice to the market is released for disclosure purposes
only, in accordance with applicable legislation. It not does not
constitute marketing material, and should not be interpreted as
advertising an offer to sell or soliciting any offer to buy
securities issued by the Issuers, the Guarantors and LATAM. This
notice to the market is not for distribution in or into or to any
person located or resident in the United
States, its territories and possessions, any state of
the United States or the
District of Columbia or in any
jurisdiction where it is unlawful to release, publish or distribute
this announcement.
Forward-Looking Statements
This notice includes and references "forward-looking statements"
within the meaning of the Private Securities U.S. federal
securities laws. These statements may relate to, among other
things, LATAM's business strategy, goals and expectations
concerning its market position, future operations, margins and
profitability.
Although the Issuers and LATAM believe the assumptions upon
which these forward-looking statements are based are reasonable,
any of these assumptions could prove to be inaccurate and the
forward-looking statements based on these assumptions could be
incorrect.
The matters discussed in these forward-looking statements are
subject to risks, uncertainties and other factors that could cause
actual results and trends to differ materially from those made,
projected, or implied in or by the forward-looking statements
depending on a variety of uncertainties or other factors.
The Issuers and LATAM undertake no obligation to update any of
its forward-looking statements.
About LATAM Airlines Group S.A.
LATAM Airlines Group S.A. is the new name given to LAN Airlines
S.A. as a result of its association with TAM S.A. LATAM Airlines
Group S.A. now includes LAN Airlines and its affiliates in
Argentina, Chile, Colombia, Ecuador and Peru, and LAN Cargo and its affiliates, as
well as TAM S.A. and its subsidiaries TAM Linhas Aereas S.A.,
including its business units TAM Transportes Aereos del Mercosur
S.A., (TAM Airlines (Paraguay))
and Multiplus S.A.
This association creates one of the largest airline groups in
the world in terms of network connections, providing passenger
transport services to about 135 destinations in 23 countries and
cargo services to about 138 destinations in 31 countries, with a
fleet of 330 aircraft as of June 30,
2016. In total, LATAM Airlines Group S.A. has approximately
48,000 employees and its shares are traded in Santiago, as well as on the New York Stock
Exchange, in the form of ADRs.
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SOURCE LATAM Airlines Group S.A.