Report of Foreign Issuer (6-k)
October 06 2016 - 06:04AM
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
October
5, 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 ☒
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): ☐
MATERIAL
FACT
LATAM
Airlines Group S.A
REGISTRATION
OF SECURITIES N° 306
Santiago,
October 5th, 2016
Mr.
Carlos Pavez Tolosa
Commissioner
Securities
and Insurance Commission
Av.
Libertador Bernardo O´Higgins 1449
Present
Dear
Commissioner:
In
accordance with Articles 9 and 10 of the law N° 18.045, of the Securities Market, and pursuant to General Regulation N°
30 of the Commissioner, the undersigned, duly authorized, reports as Material Fact, that on this date:
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(a)
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LATAM
Airlines Group S.A. (“
LATAM
” or the “
Company
”),
has announced its intention to issue and place in the international market, long term
unsecured notes pursuant to Rule 144-A and Regulation S of the securities laws of the
United States of America (“Bonds 144-A” or the “Issuance”);
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(b)
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In
order to carry out the Issuance a special investment vehicle has been established and denominated
Latam Finance Limited (“LATAM Finance”), in the Cayman Islands, whose ownership
corresponds 100% to LATAM, who will be the issuer of Bonds 144-A and those obligations
assumed under the Issuance, will be guaranteed by LATAM, all of which has been duly approved
by the Board of Directors of the Company.
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(c)
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Citigroup
Global Markets Inc. (the “Offeror”), under a tender offer statement in English
of this same date called
Offer to Purchase
(the “Offer”) and in turn,
representing LATAM Finance, TAM Capital Inc. (“TK”) and TAM Capital 3 Inc.
(“TK3”) – the latter two subsidiaries of TAM S.A., duly organized and
existing under the laws of the Cayman Islands, – has announced the repurchase,
exchange and partial redemption of a portion to be determined of the remaining bonds
of TAM Capital Inc. (“TK”) and TAM Capital 3 Inc. (“TK3”) (“Intermediated
Tender Offer”), which were placed in the market individually according to: (i)
TK in the year 2007 at a rate of 7.375% in the amount of US$300.000.000 with original
maturity in the year 2017 (“TAM 2017”), and (ii) TK3 in the year 2011, at
a rate of 8.375% in the amount of US$500.000.000 with original maturity in the year 2021
(“TAM 2021”). Both issuances were made under Rule 144-A and Regulation S
under the securities laws of the United States of America.
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It
is the intention of the Offeror that all TAM 2021 and TAM 2017 notes it acquires under said Offer will be exchanged by the Offeror
with LATAM Finance, for a portion of the Bonds 144-A issued and placed by LATAM Finance under the Issuance. Therefore, the placement
of Bonds 144-A shall be: (i) to finance in part the repurchase, exchange and partial redemption of TAM 2021 and TAM 2017 notes;
and (ii) in the event that there are remnants, to finance other general corporate purposes.
This
offer for the repurchase, exchange and partial redemption of TAM 2021 and TAM 2017 notes will take place in stages, the TAM 2021
notes first, in a certain amount to be defined by the Company, and then, following the outcome of the Issuance, proceed with the
TAM 2017 notes in an amount to be defined by the Company.
In
conformity with the provision of Circular N°988 of the Securities and Insurance Commission, we inform you that at this stage
it is not possible to quantify the effect this operation will have on the results of LATAM, in the event that it materializes.
Finally,
it is noted that LATAM Airlines Group S.A. will disseminate information of market interest, the communications attached to this
Material Fact, in order to provide further background regarding the operations related to the issuance of Bonds 144-A and the
repurchase, exchange and partial redemption of TAM 2021 and TAM 2017 notes, and will be distributed in the relevant markets in
which such operations will take place.
Sincerely,
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: October 5, 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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