This Amendment No. 5 amends and supplements the information set forth in the Schedule 13D filed
by the Reporting Persons with the United States Securities and Exchange Commission (the SEC) on March 19, 2010, as amended and supplemented by Amendment No. 1 thereto filed on January 21, 2011,
Amendment No. 2 thereto filed on October 23, 2019, Amendment No. 3 thereto filed on January 8, 2020 and Amendment No. 4 thereto filed on September 7, 2021 (the Schedule
13D). All capitalized terms contained herein but not otherwise defined shall have the meanings given to such terms in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the
Schedule 13D is hereby amended and supplemented by adding the following:
On November 30, 2021, the board of directors of Costa Verde Aeronáutica
S.A. approved its proposed participation in the transactions contemplated below, conditioned on the approval of the boards of directors or similar governing bodies of Delta Air Lines, Inc. and Qatar Airways Investment (UK) Ltd. On November 26, 2021,
LATAM and the other Debtors, certain of the Reporting Persons, the Other Shareholders, and certain members of the ad hoc group of LATAM parent claimholders (the Ad Hoc Group) entered into a restructuring support agreement (as may
be amended, modified, or supplemented, the RSA) in connection with the Debtors chapter 11 bankruptcy proceedings. The RSA memorializes the terms for a comprehensive restructuring and recapitalization of the Debtors to be
included in a Plan of Reorganization of the Debtors (the Company Plan) consistent with the terms and conditions set forth in the term sheets attached as exhibits to the RSA, which includes, among other things, (i) rights offerings
consisting of (A) a common stock rights offering and (B) separate rights offerings for three tranches of unsecured notes convertible into shares of reorganized LATAMs equity (collectively, the Rights Offerings), (ii) a $500
million new revolving credit facility and approximately $2.25 billion in other new debt financing, and (iii) as applicable, the reinstatement, debt-for-debt exchange, or full paydown of remaining claims and funded debt.
Under the RSA, certain of the Reporting Persons, the Other Shareholders, and the Ad Hoc Group members, each acting severally and not jointly, agreed to
support the Company Plan and the transactions embodied therein, subject to the terms set forth in the RSA, including all obligations of such Reporting Persons and each Other Shareholder being conditioned upon receipt by such shareholder of the
requisite corporate approvals. Following satisfaction of all conditions precedent to effectiveness of the Company Plan, it is currently anticipated that certain of the Reporting Persons would acquire reorganized LATAM common stock and unsecured
convertible notes to be issued in connection with the Rights Offerings. The Reporting Persons estimate that their collective ownership interest in LATAM following the transaction will be substantially lower than it is today. The RSA also
contemplates entry by the parties into a shareholders agreement and an amendment to the bylaws of LATAM which will address certain post-emergence governance matters, such as board composition and the requisite shareholder approval threshold
for material corporate actions. In addition, the RSA includes certain restrictions on the ability of certain of the Reporting Persons and the Other Shareholders to transfer or dispose of their Shares and certain commitments by such Reporting Persons
and Other Shareholders to vote their Shares in accordance with the RSA. The foregoing description of the RSA is qualified in its entirety by the express terms of the RSA, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
The Reporting Persons expressly disclaim membership in a group within the meaning of Section 13(d) of the Act and
beneficial ownership over any of the Shares beneficially owned by any other person, including the Other Shareholders or any member of the Ad Hoc Group, and nothing in this Amendment No. 5 shall be deemed an admission that the Reporting Persons are a
member of a group within the meaning of Section 13(d) of the Act.
Except as set forth above, none of the Reporting Persons has any plan or
proposal which relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to do so.
Item 5. Interest in Securities of the Issuer.
As of
the date of this filing, the Reporting Persons named below had the following direct ownership interests in the Shares.
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Directly and Indirectly
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Directly Owned(1)
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Indirectly Owned(1)
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Owned(1)
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Number
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% of Class
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Number
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% of Class
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Number
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% of
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Class
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Costa Verde Aeronáutica S.A.
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91,605,886
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15.1
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%
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0
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0
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%
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91,605,886
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15.1
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%
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Inv. Costa Verde Ltda. y Cía. en Comandita por Acciones
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7,775,891
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1.3
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%
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91,605,886
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15.1
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%
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99,381,777
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16.4
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%
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(1)
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All share totals and percentages are based on 606,407,693 outstanding as of September 30, 2021, as
reported by LATAM in its Report of Foreign Private Issuer on Form 6-K, submitted to the Securities and Exchange Commission on November 10, 2021.
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The Reporting Persons are the beneficial owners of 99,381,777 Shares (representing 16.4% of the issued and outstanding Shares as of September 30, 2021),
and, subject to the restrictions under the Framework Agreement as described in Amendment No. 2 to this Schedules 13D filed on October 23, 2019, the Reporting Persons have shared power to vote or direct the vote of, and
shared power to dispose of or direct the disposition of, all of such Shares.
No transactions in the Shares were effected by the Reporting Persons during
the 60 day period ended December 1, 2021.
Item 7. MATERIALS TO BE FILED
AS EXHIBITS.
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Exhibit
Number
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Description
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99.1
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Restructuring Support Agreement, dated as of November 26, 2021, by and among LATAM Airlines Group S.A. and the other parties set forth therein.
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