This Amendment No. 6 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, Amendment No. 4 thereto filed on September 7, 2021 and Amendment No. 5 thereto filed on December 1, 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 2. Purpose of Transaction.
Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following with respect to additional holding companies that have been added as
Reporting Persons:
Each of Inversiones Nueva Costa Verde y Cia. Ltda, Inversiones Colunga Ltda and Inversiones Nueva Costa Verde Dos y Cia. Ltda is a
Chilean limited corporation, South Andean Investments Chile S.A. is a Chilean Sociedad Anónima, Los Andes Finance LTD is a Panamá Sociedad Anónima and Ribadesella International Inc. is a Panamá corporation (all such
entities, the “Amendment 6 New Reporting Persons”). Each of the Amendment 6 New Reporting Persons is a holding company with a principal business of holding securities. The address of each of the Amendment 6 New Reporting
Persons’ respective principal businesses and principal offices is Avenida Presidente Riesco 5711, 11th floor, Las Condes, Santiago.
During the last
five years, none of the Amendment 6 New Reporting Persons has been (a) convicted in a criminal proceeding or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction (the result of which was to cause any of
the Reporting Persons to be subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws).
Item 4. Purpose of Transaction.
Item 4 of the Schedule
13D is hereby amended and supplemented by deleting the final two paragraphs of item 4 of Amendment No. 5 and replacing them with the following:
On
January 12, 2022, certain of the Reporting Persons, Delta Air Lines, Inc. and Qatar Airways Investment (UK) Ltd. (collectively, the “Facilitating Shareholders”) entered into a backstop commitment with LATAM and the other Debtors (as
may be amended, modified, or supplemented, the “BCA”), setting forth the terms by which each Facilitating Shareholder, severally and not jointly, will participate in the rights offering for the common stock rights offering and/or a
tranche of unsecured notes convertible into shares of reorganized LATAM equity in connection with the Company Plan and in furtherance of the terms of the RSA. Also on January 12, 2022, the Debtors, certain of the Reporting Persons and the Other
Shareholders and certain members of the Ad Hoc Group constituting the Requisite Commitment Creditors (as defined in the RSA) entered into an amendment to the RSA (the “RSA Amendment”) with respect to the terms of the tranche of the
unsecured convertible notes rights offering in which the Facilitating Shareholders would participate. The foregoing description of the BCA and the RSA Amendment are qualified in their entirety by the express terms of such agreements, copies of which
are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are 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. 6 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 Owned(1)
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Indirectly Owned(1)
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Directly
and Indirectly
Owned(1)
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Class
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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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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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This Amendment No. 6 includes additional holding companies that became Reporting Persons as a result of an internal restructuring that occurred after the
filing of Amendment No. 5. Specifically, in December 2021, there was a capital increase in Inversiones Costa Verde Limitada y Compañía en Comandita por Acciones, which was subscribed, directly or indirectly, by the Amendment 6 New
Reporting Persons.
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 January 14, 2022.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
Items 2, 4 and 5 of the Schedule 13D are incorporated into this Item 6 by reference.