| Page
1 of 19 |
Schedule
13D/A | |
CUSIP
No. 51817R205 | |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
LATAM Airlines
Group S.A.
(Name of Issuer)
Shares of
Common Stock without par value
American Depositary Shares, each representing 2,000 shares of Common Stock
(Title of Class of Securities)
51817R2051
(CUSIP Number)
Gabe Brecher
Strategic Value Partners, LLC
100 West Putnam Avenue
Greenwich, CT 06830
(203) 618-3500
(Name, Address and
Telephone Number of Person Authorized to
Receive Notices and Communications)
July 24,
2024
(Date of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
* The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes)
1
No CUSIP number exists for the underlying shares of Common Stock, as the Common Stock is not traded in the United States.
The CUSIP number 51817R205 is only for the American Depositary Shares representing Common Stock.
| Page
2 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
1 |
NAMES OF REPORTING PERSONS
Strategic Value Partners,
LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
84,893,846,279 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
84,893,846,279 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
84,893,846,279 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
14.0% |
14 |
TYPE OF REPORTING PERSON
OO |
| Page
3 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
1 |
NAMES OF REPORTING PERSONS
Ashton Gate S.a.r.l.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
35,231,360,769 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
35,231,360,769 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
35,231,360,769 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.8% |
14 |
TYPE OF REPORTING PERSON
OO |
| Page
4 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
1 |
NAMES OF REPORTING PERSONS
SVP Special Situations V LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a)
¨
(b)
x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
35,231,360,769 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
35,231,360,769 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
35,231,360,769 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
5.8% |
14 |
TYPE OF REPORTING PERSON
OO |
| Page
5 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
1 |
NAMES OF REPORTING PERSONS
Wild Heath S.a.r.l.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a)
¨
(b)
x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
4,943,447,800 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
4,943,447,800 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,943,447,800 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.8% |
14 |
TYPE OF REPORTING PERSON
OO |
| Page
6 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
1 |
NAMES OF REPORTING PERSONS
SVP Special Situations III-A LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a)
¨
(b)
x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
4,943,447,800 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
4,943,447,800 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
4,943,447,800 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.8% |
14 |
TYPE OF REPORTING PERSON
OO |
| Page
7 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
1 |
NAMES OF REPORTING PERSONS
Grouse Moor S.a.r.l.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
20,317,326,818 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
20,317,326,818 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
20,317,326,818 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.4% |
14 |
TYPE OF REPORTING PERSON
OO |
| Page
8 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
1 |
NAMES OF REPORTING PERSONS
SVP Special Situations IV LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP
(a)
¨
(b)
x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
20,317,326,818 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
20,317,326,818 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
20,317,326,818 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.4% |
14 |
TYPE OF REPORTING PERSON
OO |
| Page
9 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
1 |
NAMES OF REPORTING PERSONS
Meadow Garden S.a.r.l.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
857 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
857 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
857 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.0% |
14 |
TYPE OF REPORTING PERSON
OO |
| Page
10 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
1 |
NAMES OF REPORTING PERSONS
Green Pasture S.a.r.l.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
18,571,186,895 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
18,571,186,895 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
18,571,186,895 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.1% |
14 |
TYPE OF REPORTING PERSON
OO |
| Page
11 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
1 |
NAMES OF REPORTING PERSONS
SVP Dislocation LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
18,571,186,895 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
18,571,186,895 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
18,571,186,895 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.1% |
14 |
TYPE OF REPORTING PERSON
OO |
| Page
12 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
1 |
NAMES OF REPORTING PERSONS
Strategic Value New Rising Fund, L.P.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
5,830,523,140 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
5,830,523,140 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,830,523,140 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.0% |
14 |
TYPE OF REPORTING PERSON
PN |
| Page
13 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
1 |
NAMES OF REPORTING PERSONS
SVP New Rising Management LLC
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
5,830,523,140 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
5,830,523,140 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
5,830,523,140 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
1.0% |
14 |
TYPE OF REPORTING PERSON
OO |
| Page
14 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
1 |
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(VOLUNTARY)
Victor Khosla |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP (SEE INSTRUCTIONS)
(a)
¨
(b)
x |
3 |
SEC USE ONLY
|
4 |
SOURCE OF FUNDS
OO |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
84,893,846,279 |
9 |
SOLE DISPOSITIVE POWER
0 |
10 |
SHARED DISPOSITIVE POWER
84,893,846,279 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
84,893,846,279 |
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(9) EXCLUDES CERTAIN SHARES
¨ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
14.0% |
14 |
TYPE OF REPORTING PERSON
IN |
| Page
15 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended and supplemented as follows:
On April 25, 2024, William
de Wulf, a director nominee of the Reporting Persons, was elected to the Issuer’s Board of Directors at an ordinary meeting of the
Issuer’s shareholders.
On July 24, 2024, the
Funds 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, the Funds sold to the Underwriters 5,960,923 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,
the Funds 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 1,039,321 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 American Depositary Receipts (“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, the Funds entered into a lock-up agreement with the Underwriters agreeing that, subject to certain exceptions, it may not,
during period beginning on July 18, 2024 and continuing to and including the date that is 120 days after the date of the final prospectus
related to the Underwriting Agreement, (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 receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively,
the “Lock-Up Securities”), (ii) engage in any hedging or other transaction or arrangement which is designed to or which
reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences
of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would
be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any
right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or
cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above.
The foregoing description
of the lock-up agreement does not purport to be complete and is qualified in its entirety by reference to the lock-up agreement filed
as an exhibit hereto and which is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and supplemented
as follows:
(a)-(b) Items 7 through
11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. The ownership percentage appearing
on such cover pages has been calculated based on 604,441,789,335 shares of Common Stock outstanding as of July 18, 2024, as
reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission on July 18, 2024.
| Page
16 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
(c) The disclosure in
Item 4 and Schedule A of this Amendment No. 2 to Schedule 13D is incorporated by reference herein. Except for the information
set forth or incorporated by reference herein, none of the Reporting Persons has effected any transaction related to the Common Stock
during the past 60 days.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
The disclosure set forth above
in Item 4 of this Amendment No. 2 to Schedule 13D is incorporated by reference into this Item 6.
Item 7. Material to be Filed as Exhibits
Item 7 of the Schedule 13D is amended and supplemented
as follows:
Exhibit 5 Lock Up Agreement, dated July 18, 2024
| Page
17 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: July 26, 2024
STRATEGIC
VALUE PARTNERS, LLC |
|
|
Name: |
Lewis
Schwartz |
|
|
Title: |
Chief
Financial Officer |
|
|
Name: |
Lewis
Schwartz |
|
|
Title: |
Manager |
|
SVP
SPECIAL SITUATIONS V LLC |
|
|
Name: |
Lewis
Schwartz |
|
|
Title: |
Chief
Financial Officer |
|
By: |
/s/
Lewis Schwartz |
|
|
Name: |
Lewis
Schwartz |
|
|
Title: |
Manager |
|
SVP
SPECIAL SITUATIONS III-A LLC |
|
By: |
/s/
Lewis Schwartz |
|
|
Name: |
Lewis
Schwartz |
|
|
Title: |
Chief
Financial Officer |
|
|
Name: |
Lewis
Schwartz |
|
|
Title: |
Manager |
|
SVP
SPECIAL SITUATIONS IV LLC |
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Name: |
Lewis
Schwartz |
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Title: |
Chief
Financial Officer |
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|
Name: |
Lewis
Schwartz |
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Title: |
Manager |
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| Page
18 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
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Name: |
Lewis
Schwartz |
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Title: |
Manager |
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Name: |
Lewis
Schwartz |
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Title: |
Chief
Financial Officer |
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STRATEGIC
VALUE NEW RISING FUND, L.P. |
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By: |
SVP
NEW RISING GP LTD., its general partner |
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Name: |
Lewis
Schwartz |
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Title: |
Chief
Financial Officer |
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SVP
NEW RISING MANAGEMENT LLC |
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Name: |
Lewis
Schwartz |
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Title: |
Chief
Financial Officer |
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By: |
/s/ Victor Khosla |
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Victor
Khosla |
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| Page
19 of
19 |
Schedule 13D/A | |
CUSIP No. 51817R205 | |
Schedule A
The following table sets forth the shares of Common Stock sold by the
Funds pursuant to the Underwritten Offering described in Item 4 of this Amendment No. 2 to Schedule 13D:
Fund |
Shares |
Ashton Gate |
3,767,050,000 |
Wild Heath |
528,568,000 |
Grouse Moor |
2,172,394,000 |
Meadow Garden |
2,844,726,000 |
Green Pasture |
1,985,690,000 |
Strategic
Value New Rising Fund |
623,418,000 |
Exhibit 5
LATAM Airlines Group S.A.
Lock-Up
Agreement
July 18, 2024
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Barclays Capital Inc.
As Representatives of the several Underwriters
named in Schedule I to the Underwriting Agreement,
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
c/o Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Re: LATAM Airlines Group
S.A. – Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands
that you, as representatives (the “Representatives”), propose to enter into an underwriting agreement (the “Underwriting
Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”),
with LATAM Airlines Group S.A. (the “Company”), a publicly held stock corporation (sociedad anónima abierta)
duly organized under the laws of the Republic of Chile, providing for a public offering in the United States (the “Public Offering”)
by certain of the shareholders of the Company of American Depositary Shares (the “ADSs”), each representing 2,000 common
shares of the Company (the “Common Stock”), pursuant to a Registration Statement on Form F-3 (the “Registration
Statement”) to be filed with the U.S. Securities and Exchange Commission (the “SEC”).
In consideration of the
agreement by the Underwriters to offer and sell the ADSs, and of other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the undersigned agrees that, subject to the provisions herein, during the period beginning from the
date of this lock-up agreement (the “Lock-Up Agreement”) and continuing to and including the date 120 days after
the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the
“Lock- Up Period”), the undersigned shall not, and shall not cause or direct any of its affiliates to,
(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 ADSs, or any options or warrants to purchase any shares
of Common Stock or ADSs, or any securities convertible into, exchangeable for or that represent the right to receive shares of
Common Stock or ADSs (such shares of Common Stock, ADSs, options, rights, warrants or other securities, collectively, the
“Lock-Up Securities”), including, without limitation, any such Lock-Up Securities now owned or hereafter acquired
by the undersigned, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short
sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other
derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to
lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned),
or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up
Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of
Common Stock, ADSs or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of
economic consequences, a “Transfer”), (iii) make any demand for or exercise any right with respect to the
registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action,
activity, transaction or arrangement described in clauses (i), (ii) or (iii) above. The undersigned represents and
warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any
agreement or arrangement that provides for, is designed to or reasonably could be expected to lead to or result in any Transfer
during the Lock-Up Period, except pursuant to the provisions below.
Notwithstanding the foregoing, the undersigned may:
| (a) | transfer the undersigned’s Lock-Up Securities |
| (i) | deposit Underlying Shares with the Depositary against the issuance of ADS, |
|
(ii) |
as one or more bona fide gifts or charitable contributions, or for bona fide estate planning purposes, |
| (iii) | upon death by will, testamentary document or intestate succession, |
|
(iv) |
if the undersigned is a natural person, to any member of the undersigned’s immediate family (for purposes of this Lock-Up Agreement,
“immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not
more remote than first cousin) or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned
or, if the undersigned is a trust, to a trustor or beneficiary of the trust or the estate of a beneficiary of such trust, |
|
(v) |
to a partnership, limited liability company or other entity of which the undersigned and the immediate family of the undersigned are
the legal and beneficial owner of all of the outstanding equity securities or similar interests, |
|
(vi) |
to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (a)(ii) through
(v) above, |
|
(vii) |
if the undersigned is a corporation, partnership, limited liability company or other business entity, (A) to another corporation,
partnership, limited liability company or other business entity that is an affiliate (as defined in Rule 405 promulgated under the
U.S. Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity which fund or entity is controlled
or managed by the undersigned or affiliates of the undersigned, or (B) as part of a distribution by the undersigned or a corporation,
partnership, limited liability company or other business entity affiliated with the undersigned to its direct or indirect shareholders,
partners, members or other equityholders or to the estate of any such shareholders, partners, members or other equityholders, |
|
(viii) |
by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement, or otherwise
pursuant to an order of court or regulatory agency (for purposes hereof, a “court or regulatory agency” means any domestic
or foreign, federal, state or local government, including any political subdivision thereof, any governmental or quasi-governmental authority,
department, agency or official, any court or administrative body, and any national securities exchange or similar self- regulatory body
or organization, in each case of competent jurisdiction), |
|
(ix) |
to the Company from a current or former director, officer or employee of the Company upon death, disability or termination of employment,
in each case, of such employee, |
|
(x) |
if the undersigned is not an officer or director of the Company, in connection with a sale of the undersigned’s shares of Common
Stock or ADSs acquired (A) from the Underwriters in the Public Offering or (B) in open market transactions after the closing
date of the Public Offering, |
|
(xi) |
to the Company in connection with the vesting, settlement or exercise of restricted stock units, options, warrants or other rights to
purchase shares of Common Stock or ADSs (including, in each case, by way of “net” or “cashless” exercise) that
are scheduled to expire or automatically vest during the Lock-Up Period, including any transfer to the Company for the payment of tax
withholdings or remittance payments due as a result of the vesting, settlement or exercise of such restricted stock units, options, warrants
or other rights, or in connection with the conversion of convertible securities, in all such cases pursuant to equity awards granted
under a stock incentive plan or other equity award plan, or pursuant to the terms of convertible securities, each as described in the
Registration Statement, the preliminary prospectus relating to the ADSs included in the Registration Statement immediately prior to the
time the Underwriting Agreement is executed and the Prospectus, provided that any securities received upon such vesting, settlement,
exercise or conversion shall be subject to the terms of this Lock-Up Agreement, or |
|
(xii) |
with the prior written consent of the Representatives on behalf of the Underwriters; provided that (A) in the case of clauses
(a)(i), (ii), (iii), (iv), (v) and (vi) above, such transfer or distribution shall not involve a disposition for value, (B) in
the case of clauses (a)(i), (ii), (iii), (iv), (v), (vi) and (vii) above, it shall be a condition to the transfer or distribution
that the donee, devisee, transferee or distributee, as the case may be, shall sign and deliver a lock-up agreement in the form of this
Lock-Up Agreement, (C) in the case of clauses (a)(i), (ii), (iii), (iv), (v) and (vi) above, no filing by any party (including,
without limitation, any donor, donee, devisee, transferor, transferee, distributor or distributee) under the U.S. Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or other public filing, report or announcement reporting a reduction
in beneficial ownership of Lock-Up Securities shall be required or shall be voluntarily made during the Lock-Up Period in connection
with such transfer or distribution (other than a required filing on Schedule 13D, Schedule 13D/A, Schedule 13G or Schedule 13G/A of the
Exchange Act that is required to be filed during the Lock-Up Period), and (D) in the case of clauses (a)(vii), (viii), (ix) and
(x) above, no filing under the Exchange Act or other public filing, report or announcement shall be voluntarily made, and if any
such filing, report or announcement shall be legally required during the Lock-Up Period, such filing, report or announcement shall clearly
indicate in the footnotes thereto (A) the circumstances of such transfer or distribution and (B) in the case of a transfer
or distribution pursuant to clause (a)(vii) above, that the donee, devisee, transferee or distributee has agreed to be bound by
a lock-up agreement in the form of this Lock-Up Agreement; |
| (b) | enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating
to the transfer, sale or other disposition of the undersigned’s Lock-Up Securities, if then permitted by the Company, provided
that (i) none of the securities subject to such plan may be transferred, sold or otherwise disposed of until after the expiration
of the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required or voluntarily
made by or on behalf of the undersigned or the Company in connection with such trading plan, such announcement or filing shall include
a statement to the effect that no transfer of Lock-Up Securities may be made under such plan during the Lock-Up Period; |
| (c) | transfer the undersigned’s Lock-Up Securities pursuant to a bona fide third-party tender offer,
merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of
the Company’s capital stock involving a Change of Control of the Company (for purposes hereof, “Change of Control”
shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series
of related transactions, to a person or group of affiliated persons, of shares of capital stock if, after such transfer, such person or
group of affiliated persons would hold at least a majority of the outstanding voting securities of the Company (or the surviving entity));
provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s
Lock-Up Securities shall remain subject to the provisions of this Lock-Up Agreement; and |
| (d) | take any actions that are necessary or appropriate (i) for the purposes of pledging, hypothecating,
charging or granting any lien, mortgage or other security interest (the “Pledge”) in respect of any of the Lock-Up
Securities to or for the benefit of one or more lenders or finance counterparties (as well as any security agent, securities intermediary
and/or custodian) (collectively, the “Pledgees”) in connection with a bona fide loan (including any margin loan),
advance, extension of credit, or other financing transaction provided to a Selling Shareholder and/or its affiliates (a “Financing
Transaction”); or (ii) to permit the Pledgees to enforce their security interest under a Financing Transaction by selling,
transferring, appropriating or otherwise disposing of the Lock-Up Securities. |
If the undersigned is not
a natural person, the undersigned represents and warrants that no single natural person, entity or “group” (within the meaning
of Section 13(d)(3) of the Exchange Act), other than a natural person, entity or “group” (as described above) that
has executed a Lock-Up Agreement in substantially the same form as this Lock-Up Agreement, beneficially owns, directly or indirectly,
50% or more of the common equity interests, or 50% or more of the voting power, in the undersigned; provided, however, that
this paragraph shall not apply to (i) an investment company registered under the Investment Company Act of 1940, as amended, (ii) an
institutional client (or an entity directly or indirectly wholly owned by an institutional client) advised or sub-advised by an investment
adviser registered under the Investment Advisers Act of 1940, as amended, or (iii) their respective affiliates.
For the avoidance of doubt,
the restrictions described in this Lock-Up Agreement shall not apply to the sale of the undersigned’s ADSs pursuant to the Underwriting
Agreement.
The undersigned now has, and,
except as contemplated by clauses (a) and (c) of the third paragraph of this Lock-Up Agreement, for the duration of this Lock-Up
Agreement will have, good and marketable title to the undersigned’s Lock-Up Securities, free and clear of all liens, encumbrances
and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer
agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with the foregoing restrictions.
The undersigned acknowledges
and agrees that neither the Underwriters nor the Company have made any recommendation or provided any investment or other advice to the
undersigned with respect to this Lock-Up Agreement or the subject matter hereof, and the undersigned has consulted its own legal, accounting,
financial, regulatory, tax and other advisors with respect to this Lock-Up Agreement and the subject matter hereof to the extent the undersigned
has deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may have provided or hereafter
provide to the undersigned in connection with the Public Offering a Form CRS and/or certain other disclosures as contemplated by
Regulation Best Interest, the Underwriters have not made and are not making a recommendation to the undersigned to enter into this Lock-Up
Agreement or to transfer, sell or dispose of, or to refrain from transferring, selling or disposing of, any shares of Common Stock of
ADSs, and nothing set forth in such disclosures or herein is intended to suggest that any Underwriter is making such a recommendation.
This Lock-Up Agreement shall
automatically terminate and the undersigned shall be released from all of his, her or its obligations hereunder upon the earlier of (i) the
date on which the Registration Statement filed with the SEC with respect to the Public Offering is withdrawn, (ii) the date on which
for any reason the Underwriting Agreement is terminated (other than the provisions thereof that survive termination) prior to payment
for and delivery of the Shares to be sold thereunder (other than pursuant to the Underwriters’ option thereunder to purchase additional
Shares), (iii) the date on which the Selling Shareholders representing a majority of the ADSs to be sold by all Selling Shareholders
notify the Representatives, in writing and prior to the execution of the Underwriting Agreement, that they do not intend to proceed with
the Public Offering and (iv) August 15, 2024 in the event that the Underwriting Agreement has not been executed by such date.
The
undersigned understands that the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the Public
Offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s
heirs, legal representatives, successors and assigns. The undersigned hereby represents and warrants that the undersigned has full power
and authority to enter into this Lock-Up Agreement. This Lock-Up Agreement shall be governed by, and construed in accordance with, the
laws of the State of New York, without regard to principles of conflict of laws that would result in the application of any law other
than the laws of the State of New York. This Lock-Up Agreement may be delivered via facsimile, electronic mail (including pdf or any electronic
signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
[Remainder of page intentionally blank.
Signature page follows.]
|
Green Pasture S.à. r.l |
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By: |
/s/ Lewis Schwartz |
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Name: Lewis Schwartz |
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Title: Manager A |
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By: |
/s/ Julien Goffin |
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Name: Julien Goffin |
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Title: Manager B |
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Grouse Moor S.à. r.l |
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By: |
/s/ Lewis Schwartz |
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Name: Lewis Schwartz |
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Title: Manager A |
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|
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By: |
/s/ Julien Goffin |
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Name: Julien Goffin |
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Title: Manager B |
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Meadow Garden S.à. r.l |
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By: |
/s/ Lewis Schwartz |
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Name: Lewis Schwartz |
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Title: Manager A |
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|
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By: |
/s/ Julien Goffin |
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Name: Julien Goffin |
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Title: Manager B |
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Wild Heath S.à. r.l |
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By: |
/s/ Lewis Schwartz |
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Name: Lewis Schwartz |
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Title: Manager A |
[Signature
Page to Lock-Up Agreement]
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By: |
/s/ Julien Goffin |
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Name: Julien Goffin |
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Title: Manager B |
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Ashton Gate S.à. r.l |
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By: |
/s/ Lewis Schwartz |
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Name: Lewis Schwartz |
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Title: Manager A |
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By: |
/s/ Julien Goffin |
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Name: Julien Goffin |
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Title: Manager B |
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Strategic Value New Rising Fund LP |
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By: SVP New Rising Management LLC |
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By: |
/s/ Lewis Schwartz |
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Name: Lewis Schwartz |
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Title: Chief Financial Officer |
[Signature
Page to Lock-Up Agreement]
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