SANTIAGO, Chile, June 5, 2015 /PRNewswire/ -- LATAM Airlines
Group S.A., ("LATAM Airlines Group" or the "Company") (NYSE: LFL /
IPSA: LAN / Bovespa: LATM33), TAM Capital 2 Inc. (the "Issuer") and
Citigroup Global Markets Inc. (the "Offeror" and the "Dealer
Manager") today announced the results of the early tenders (the
"Early Tender Offer Results") under the previously announced offer
by the Offeror to purchase for cash (the "Tender Offer") and
consent solicitation by the Issuer (the "Consent Solicitation") for
the Issuer's 9.50% Senior Guaranteed Notes due 2020 (the
"Notes").
As of 5:00 P.M., New York City time, on June 4, 2015 (the "Early Tender Date" or the
"Withdrawal Deadline", as applicable), holders of approximately
$195,938,000 in principal amount, or
65.31%, of the outstanding Notes, not including those owned by the
Issuer or any of its affiliates, had validly tendered (and not
validly withdrawn) Notes to the Offeror in the Tender Offer and had
validly delivered (and not validly revoked) consents in the Consent
Solicitation. As a result, the Issuer will execute a
supplemental indenture giving effect to the Majority Consent
Amendments (as defined in the offer to purchase and consent
solicitation statement dated May 21,
2015 (the "Tender Offer and Consent Solicitation
Statement")). In accordance with the terms and conditions of
the Tender Offer and the Consent Solicitation, withdrawal rights
with respect to the Notes have expired. Accordingly, Notes
tendered in the past or future may not be withdrawn.
The Tender Offer is subject to the satisfaction of certain
conditions set forth in the Tender Offer and Consent Solicitation
Statement and the related letter of transmittal and consent (the
"Letter of Transmittal"). In particular, the Tender Offer is
subject to the Financing Condition and the Participation Condition
(each as defined in the Tender Offer and Consent Solicitation
Statement).
Holders that validly tendered prior to the Early Tender Date,
and whose Notes were accepted, will receive total consideration of
$1,053.00 per $1,000 principal amount of purchased Notes, which
includes an early tender premium of $30.00 per $1,000
principal amount of Notes, plus accrued and unpaid interest up to,
but not including the early settlement date, which is expected to
be on June 8, 2015 (the "Early
Settlement Date").
Holders that validly tender after the Early Tender Date, but
prior to the expiration of the Tender Offer, and whose Notes are
accepted, will receive the tender offer consideration of
$1,023.00 per $1,000 principal amount of Notes, plus accrued
and unpaid interest up to, but not including, the final settlement
date, which is expected to be within four business days following
June 18, 2015. Holders of the
Notes that tender after the Early Tender Date will not receive an
early tender premium.
The Issuer currently intends to issue a notice of redemption
pursuant to the redemption provision of the Indenture (as defined
in the Tender Offer and Consent Solicitation Statement) to redeem
any Notes that remain outstanding following the Early Settlement
Date at a cash redemption price per $1,000 principal amount of the Notes equal to
$1,047.50, plus accrued and unpaid
interest to the redemption date. However, the Issuer is under
no obligation to do so, and may elect not to do so on that date, or
at all. This Statement does not constitute a notice of redemption
under the redemption provision of the Indenture.
The Information Agent and Tender Agent for the Tender Offer and
Consent Solicitation is Global Bondholder Services Corporation. To
contact the Information Agent and Tender Agent, banks and brokers
may call +1-212-430-3774, and others may call U.S. toll-free:
866-470-3900. The Information Agent and Tender Agent's email is
contact@gbsc-usa.com.
Any questions or requests for assistance may be directed to the
Dealer Manager at its respective telephone numbers set forth below
or, if by any Holder, to such Holder's broker, dealer, commercial
bank, trust company or other nominee for assistance concerning the
Tender Offer and Consent Solicitation.
The Sole Dealer Manager for the Tender Offer is:
Citigroup Global
Markets Inc.
390 Greenwich
Street
1st Floor
New York, New York
10013
Attention: Liability
Group Management
U.S. Toll-Free: (800)
558-3745
Collect: (212)
723-6106
|
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. This notice is
also not a solicitation of any Consent to the Proposed Amendments.
The Tender Offer and Consent Solicitation are made only by and
pursuant to the terms of the Tender Offer and Consent Solicitation
Statement and the related Letter of Transmittal and the information
in this notice is qualified by reference to the Tender Offer and
Consent Solicitation Statement and the related Letter of
Transmittal. None of the Offeror, the Issuer, LATAM Airlines Group
or the Information Agent and Tender Agent makes any recommendations
as to whether holders should tender their Notes pursuant to the
Tender Offer and deliver their Consents pursuant to the Consent
Solicitation.
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 U.S.
Securities Act of 1933 ("Securities Act"), as amended.
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 Issuer, the Guarantors and LATAM Airlines
Group. 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 Litigation Reform Act
of 1995. 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 Issuer and LATAM Airlines Group 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 Issuer and LATAM Airlines Group 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
Peru, Argentina, Colombia and Ecuador, 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
24 countries and cargo services to about 144 destinations in 26
countries, with a fleet of 314 aircraft. In total, LATAM Airlines
Group S.A. has approximately 53,000 employees and its shares are
traded in Santiago, as well as on
the New York Stock Exchange, in the form of ADRs, and Sao Paulo
Stock Exchange, in the form of BDRs.
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SOURCE LATAM Airlines Group S.A.