DocuSign Envelope ID: D19FA109-2764-427D-8C87-F1AGEAGEF4F2
3 LATAM
ESSENTIAL FACT
LATAM AIRLINES GROUP S.A.
Registration of Securities Registry No. 306
Santiago, October 13, 2022
Mrs. Solange Berstein Jáuregui,
President
Financial Market Commission,
Av. Liberator Bernardo O’Higgins 1449,
Santiago.
Ref.: Communicates ESSENTIAL FACT
Dear Sir or Madam:
In accordance with the provisions of Article 9 and the second paragraph of Article 10% of the Securities Market Law, and General Rule No. 30, duly authorized, I hereby inform the following ESSENTIAL FACT of LATAM Airlines Group S.A. (“LATAM” or the “Company”), registration Securities Registry No. 306:
1.
As reported by the Company through information of interest published on this same date, on October 12, 2022, the legal period of 30 days of preferential option (the “POP”) of (i) the 73,809,875,794 new payment shares, issued and registered in the Securities Registry of the Commission for the Financial Market (“CMF”) (the “New Payment Shares”); and (ii) the 1,257,002,540 bonds convertible into Series G shares, the 1,372,839,695 bonds convertible into Series H shares and the 6,863,427,289 bonds convertible into Series L shares, all registered in the CMF Securities Registry (collectively, the “Convertible Bonds”).
The New Payment Shares and Convertible Notes were issued on the occasion of the resolution reached at LATAM’s Extraordinary Shareholders’ Meeting on July 5, 2022, pursuant to the provisions of the reorganization and financing plan (the “Reorganization Plan”) of LATAM and certain of its subsidiaries that has been approved and confirmed in its reorganization proceeding in the United States of America (the “Chapter 11 Proceeding”) before the Bankruptcy Court for the Southern District of New York under the rules set forth in Chapter 11 of Title 11 of the United States Code.
With this date, the second round (the “Second Round”) of subscription of the New Payment Shares has taken place, in which the shareholders or assignees who subscribed New Payment Shares in the POP and who expressed to LATAM, at the time of subscription, their intention to participate in the Second Round were entitled to participate.
Following the completion of the MAGP and the Second Round, the shareholders (or their respective assignees) have subscribed 42,460,487,574 New Payment Shares, 17,868 Series G Convertible Bonds, 636,975,241 Series H Convertible Bonds and 83,777 Series L Convertible Bonds. Accordingly, 31,349,388,220 New Payment Shares, 1,256,984,672 Series G Convertible Bonds, 735,864,454 Series H Convertible Bonds and 6,863,343,512 Series l Convertible Bonds (the “Remainder”) remain available.
As previously informed, the Remainder will be placed, subject to the applicable legal and regulatory regulations, in accordance with the rules governing the offering of the New Payment Shares and the Convertible Bonds, which are contained in notices published in the newspaper La Tercera dated September 6, 2022, in accordance with the provisions of Article 10 of the Regulations of the Law on Corporations. Such placement includes, among other things, the placement of part of the Remainder between (i) a group of LATAM valista creditors represented by Evercore and certain holders of Chilean bonds issued by LATAM (collectively, the “Supporting Creditors”); and (ii) Delta Air Lines, Inc., Qatar Airways Investments (UK) Ltd. and the Cueto group (collectively, the “Supporting Shareholders”; and these jointly with the Supporting Creditors, the “Supporting Parties”) pursuant to their respective support commitment agreements (the “Support Commitment Agreements”).
For purposes of the foregoing, the Company will exercise its rights under the Support Commitment Agreements, and will accordingly require the Supporting Parties to subscribe and pay their share in the Remainder in accordance with the provisions of said agreements. Given the funding period contemplated in the Support Commitment Agreements, the Company has contemplated that the effective date of the Reorganization Plan occurs on or about November 3.
The Company will keep its shareholders, creditors and the market informed about the progress of the Chapter 11 Proceeding.
Yours sincerely yours,
Roberto Alvo,
General Manager,
LATAM Airlines Group S.A.
Link to file in CMFChile: https://www.cmfchile.cl/sitio/aplic/serdoc/ver_sgd.php?s567=e21eeebf5640b635f92fdc55c6afffe4VFdwQmVVMXFSWGROUkUwMVRrUkZlVTFSUFQwPQ==&secuencia=-1&t=1682376108
