LATAM’s $200 Million Offering and $300 Million Tender Offer

July 18, 2019

Cleary Gottlieb is representing J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as initial purchasers and dealer managers, in LATAM Airlines Group S.A.’s (LATAM) reopening and concurrent cash tender offer.

The transaction consists of an offering of $200 million 7% senior guaranteed notes due 2026 by LATAM Finance Ltd., a finance subsidiary of LATAM, guaranteed by LATAM, and a concurrent tender offer for up to $300 million aggregate principal amount of 7.25% senior notes due 2020 issued by LATAM. The offering was conducted as a private placement under Rule 144A of the Securities Act of 1933 and outside of the United States in reliance on Regulation S and constituted an issuance of additional notes under an existing indenture dated February 11, 2019.

The reopening priced on July 11, 2019, and closed on July 18, 2019. The tender offer launched on July 11, 2019, and is expected to expire on August 7, 2019.

LATAM, a company formed by the business combination of LAN Airlines S.A. of Chile and TAM S.A. of Brazil, is one of the world’s largest airline groups in terms of network connections. It offers air services to approximately 141 destinations in 25 countries and cargo services to approximately 148 destinations in 28 countries. LATAM is a publicly traded corporation listed on the Chilean Stock Exchange and the New York Stock Exchange.