This Amendment No. 4 amends the statement on Schedule 13D
filed with the Securities and Exchange Commission by Qatar Airways
Group Q.C.S.C (formerly known as Qatar Airways Q.C.S.C., “Qatar
Airways”) and Qatar Airways Investments (UK) Ltd. (“QAI UK”;
together with Qatar Airways, the “Reporting Persons”) on
January 17, 2017 (as amended, the “Schedule 13D”) as amended
by Amendment No. 1 filed by the Reporting Persons on
September 7, 2021, Amendment No. 2 filed by the Reporting
Persons on December 16, 2021 and Amendment No. 3 filed by
the Reporting Persons on January 18, 2022 with respect to the
Common Stock, no par value, of LATAM Airlines Group S.A. (“LATAM”
or the “Issuer”). Capitalized terms used but not defined in this
Amendment No. 4 have the meanings set forth in the Schedule
13D. Except as specifically provided herein, this Amendment
No. 4 does not modify any of the information previously
reported in the Schedule 13D.
| Item 2. |
Identity and Background
|
Item 2 of the Schedule 13D is hereby amended and restated in its
entirety as follows:
(a) The names of the persons filing this statement are Qatar
Airways Group Q.C.S.C., a corporation organized and existing under
the laws of Qatar and Qatar Airways Investments (UK) Ltd., a United
Kingdom company and a wholly-owned subsidiary of Qatar Airways
Group Q.C.S.C.
(b) The business address of Qatar Airways is Qatar Airways Tower 1,
P.O. Box 22550, Doha, Qatar, and the business address of QAI UK
is 10-11 Conduit Street, London W1S 2QR, United
Kingdom.
(c) Qatar Airways is the national carrier of the State of Qatar.
Qatar Airways serves over 140 international destinations. QAI UK is
a direct wholly-owned subsidiary of Qatar Airways that engages in
certain investment activities on behalf of Qatar Airways.
(d) Neither the Reporting Persons nor, to the knowledge of the
Reporting Persons, any person identified on Schedule A
attached hereto have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the
last five years.
(e) Neither the Reporting Persons nor, to the knowledge of the
Reporting Persons, any person identified on Schedule A
attached hereto was, during the last five years, a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is 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, except as described below.
(f) Qatar Airways is organized under the laws of Qatar. QAI UK
is organized under the laws of the United Kingdom. The
citizenship of each director and officer of the Reporting Persons
is set forth on Schedule A attached hereto.
Set forth on Schedule A attached hereto is the name, present
principal occupation or employment (and the name, principal
business and address of any corporation or other organization in
which such employment is conducted) and the citizenship of each of
the directors and executive officers of the Reporting Persons as of
the date hereof.
| Item 4. |
Purpose of Transaction.
|
Item 4 of the Schedule 13D is hereby amended and supplemented by
deleting the last paragraph of item 4 of Amendment No. 3 and
inserting the following language in its place:
On May 20, 2022, the Reporting Persons, Delta Air Lines, Inc.
(“Delta”) and Costa Verde Aeronáutica S.A. (“Costa Verde”) entered
into an agreement (the “Reallocation Letter”) pursuant to which the
parties have agreed to transfer, exchange and assign, and thereby
reallocate, preemptive rights they currently hold and backstop
commitments they have made under the BCA to purchase equity/and or
securities convertible into equity in reorganized LATAM, such that,
in connection with LATAM’s emergence from bankruptcy, Costa Verde’s
and Delta’s respective ownership interests in reorganized LATAM are
anticipated to be approximately 7% and 10%, and the Reporting
Persons’ ownership interest in reorganized LATAM is anticipated to
be approximately 10%. Such equity percentages are unchanged by the
Reallocation Letter. The Reallocation Letter sets forth the terms
by which the preemptive rights and backstop commitments will be
reallocated, specifically providing that the Reporting Persons and
Delta will transfer to Costa Verde all of their preemptive rights
in connection with Common Stock issued through an equity rights
offering (the “ERO New Common Stock”) and their commitments to
subscribe and purchase their respective portions of unsubscribed
ERO New Common Stock (collectively, “ERO New Common Stock Backstop
Commitments”) in exchange for a portion of Costa Verde’s preemptive
rights to acquire convertible notes Class B (the “New
Convertible Notes Class B”) and commitment to subscribe and
purchase its respective portion of unsubscribed New Convertible
Notes Class B (collectively, “New Convertible Notes
Class B Backstop Commitment”), each as provided for in and
permitted by the BCA and Chilean law, as applicable. If the
Facilitating Shareholders collectively acquire less than 27% of the
equity to be issued in connection with LATAM’s reorganization, they
will transfer, exchange and/or assign their respective ERO New
Common Stock, New Convertible Notes Class B, ERO New Common Stock
Backstop Commitments and New Convertible Notes Class B Backstop
Commitments, as applicable, such that the equity in reorganized
LATAM owned by each of the Backstop Shareholders will be reduced
proportionately from the anticipated percentages indicated above,
respectively.
The foregoing description of the Reallocation Letter is qualified
in its entirety by the express terms of such agreement, a copy of
which is attached hereto as Exhibit 7.6 and is incorporated herein
by reference.
The Reporting Persons disclaim membership in a “group” within the
meaning of Section 13(d) of the Act and beneficial ownership
over any of the shares of Common Stock beneficially owned by any
other person, including the Other Shareholders or any member of the
Ad Hoc Group, and nothing in this Amendment No. 4 shall be
deemed an admission that the Reporting Persons are members of a
“group” within the meaning of Section 13(d) of the Act and
Regulation 13D-G
thereunder.
