Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
18 Julio 2024 - 8:28AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
July 2024
Commission
File Number 1-14728
LATAM
Airlines Group S.A.
(Translation
of Registrant’s Name Into English)
Presidente
Riesco 5711, 20th floor
Las
Condes
Santiago,
Chile
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
LATAM
AIRLINES GROUP S.A.
The
following exhibit is attached:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: July 18, 2024 |
LATAM AIRLINES GROUP S.A. |
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By: |
/s/ Ramiro Alfonsín B. |
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Name: |
Ramiro Alfonsín B. |
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Title: |
CFO |
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Exhibit 99.1
MATERIAL FACT
LATAM AIRLINES GROUP S.A
Issuer of securities registered in the Securities
Registry
Santiago, July 18, 2024
Mrs.
Solange Bernstein Jáuregui
President
Commission for the Financial Market
Av. Libertador Bernardo O’Higgins 1449
Present
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Ref.: |
Communicates MATERIAL FACT |
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From my consideration:
In accordance with article
9 and second paragraph of article 10 of Law No. 18,045 and with General Rule No. 30, both of the Financial Market Commission, duly empowered
to this effect, I inform the following Material Fact regarding LATAM Airlines Group S.A. (“LATAM” or the “Company”):
| 1. | As reported in material facts dated April 3, 2024, and July 2, 2024, the Company is currently in the process
of reopening and relisting its ADR program on the New York Stock Exchange (“NYSE”) (the “Relisting of the
ADR Program”). This process entails various procedures and requirements before the Securities and Exchange Commission of the
United States of America (the “SEC”) and the NYSE. |
| 2. | As part of the procedures and requirements for the Relisting of the ADR Program: |
| a. | The Board of Directors has approved LATAM to enter into a new deposit agreement (the “New Deposit
Agreement”) with the depositary bank of its ADR program (i.e., JP Morgan); |
| b. | The Board of Directors has approved LATAM to submit to the SEC the forms F-6, F-3, preliminary prospectus
supplement to the F-3, MD&A 6-K and form 8-A, among others, as required by U.S. regulations; and |
| c. | In order to perform the duties of the audit committee required under U.S. regulations, the Board of Directors
has created a committee of the Board to serve as the Audit Committee. This Audit Committee is in addition to the Directors’ Committee
required under article 50 bis of Chilean Law No. 18,046. Such Audit Committee will be integrated by Mr. Frederico P. Fleury Curado and
Ms. Sonia J.S. Villalobos. |
| 3. | The New Deposit Agreement contemplates, among other things, the amendment of the ratio currently in effect
between shares and ADRs (the “Ratio Change”), from the existing ratio of 1:1 to a new ratio of 2,000:1 (i.e., each
ADR will represent two thousand shares). It is expected that the Ratio Change will become effective on or around July 24, 2024. |
Regarding the ADRs currently in existence,
measures will be adopted to implement this new ratio as required under U.S. regulations.
| 4. | The Company’s Board of Directors also approved on the date hereof that, within the context of the
Relisting of the ADR Program, and with effect from the date it becomes effective, 100,000,000 new ADRs will be registered. To implement
the above, the corresponding filings will be made with the SEC. |
These new ADRs are in addition to the
217 million ADRs currently registered, and therefore, the number of ADRs registered will total approximately 317 million. These new ADRs
will be available to those shareholders who, from time to time, opt to exchange their shares for ADRs in our ADR program.
| 5. | As reported in the material fact dated July 2, 2024, the preference of the Company continues to be that
the Relisting of the ADR Program takes place simultaneously with the first secondary sale under the registration rights agreement (“RRA”
- Registration Rights Agreement, and this first secondary sale thereunder, the “First Secondary Sale under the RRA”). |
| 6. | Considering such preference, the Board of Directors will determine the date on which the Relisting of
the ADR Program shall become effective once the occurrence of the First Secondary Sale under the RRA is confirmed to take place and in
order to enable such sale. |
| 7. | According to the information available as of the date hereof to the Board, the First Secondary Sale under
the RRA is expected to occur on or around July 24, 2024, at which time the corresponding underwriting agreement will be signed. If confirmed,
the Board of Directors will determine that the date on which the Relisting of the ADR Program shall become effective will be on or around
July 25, 2024. |
| 8. | Having said that, notwithstanding the interest of the shareholders that requested the First Secondary
Sale under the RRA (the “Selling Shareholders”) to proceed with such sale, the Selling Shareholders may withdraw their
request for the First Secondary Sale under the RRA until the corresponding underwriting agreement is signed. |
| 9. | If the Selling Shareholders withdraw from the First Secondary Sale under the RRA, it is reasonable to
expect that the Relisting of the ADR Program should be implemented at a later time in the future, subject to the approval of the Board
of Directors and the conditions described in the material fact dated April 3, 2024 (i.e.,(i) the consent is obtained from those who were
the main supporting creditors of the plan of reorganization approved and confirmed in the Chapter 11 Proceeding, and who are the Selling
Shareholders; and (ii) the concurrence of adequate market conditions and the best interest of the Company). |
| 10. | As of this date, the Company expects that the Relisting of the ADR Program shall become effective on or
around July 25, 2024 subject to the signing of the corresponding underwriting agreement as indicated in preceding paragraph 7. |
The Company will keep its
shareholders and the market in general informed about the progress of the Relisting of the ADR Program.
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Without further ado, yours sincerely, |
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Ramiro Alfonsín B. |
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CFO |
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LATAM Airlines Group S.A. |
c.c.: |
- Santiago Stock Exchange |
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- Chile Electronic Stock Exchange |
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LATAM Airlines (PK) (USOTC:LTMAY)
Gráfica de Acción Histórica
De Jul 2024 a Ago 2024
LATAM Airlines (PK) (USOTC:LTMAY)
Gráfica de Acción Histórica
De Ago 2023 a Ago 2024