SANTIAGO, Chile, July 25, 2019 /PRNewswire/ -- LATAM Airlines
Group S.A. ("LATAM") (NYSE: LTM / IPSA: LTM), announced today
the results (the "Early Tender Offer Results"), as of 5:00 P.M., New York
City time, on July 24, 2019
(the "Early Tender Deadline") of its previously announced offer to
purchase for cash (the "Tender Offer") up to $300 million principal amount of LATAM's 7.250%
Senior Notes due 2020 (the "Notes") upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated
July 11, 2019 (the "Offer to
Purchase").
According to information received from Global Bondholder
Services Corporation, the information agent and depositary for the
Tender Offer, as of the Early Tender Deadline, holders of
outstanding Notes had validly tendered and not validly withdrawn
$238,162,000 aggregate principal
amount of the Notes in the Tender Offer.
Because the aggregate principal amount of Notes tendered at or
prior to the Early Tender Deadline is less than the $300 million Tender Cap (as defined in the Offer
to Purchase), LATAM intends to accept for purchase all Notes that
were validly tendered and not validly withdrawn at or prior to the
Early Tender Deadline (the "Tendered Notes"), without proration,
subject to the satisfaction or waiver of all remaining applicable
conditions to the Tender Offer described in the Offer to Purchase
having been either satisfied or waived by LATAM.
The total consideration for each U.S.$1,000 principal amount of the Tendered Notes
will be U.S.$1,038 (the "Total
Consideration"). The Total Consideration includes a payment of
U.S.$30 per U.S. $1,000 principal amount of Notes (the "Early
Tender Payment") payable only in respect of Notes validly tendered
and not validly withdrawn at or before the Early Tender Deadline
that are accepted for purchase. Holders validly tendering and not
withdrawing Notes at or before the Early Tender Deadline will be
eligible to receive the Total Consideration (including the Early
Tender Payment). Settlement for the purchase of the Tendered
Notes by LATAM is currently expected to occur on July 26, 2019
(the "Early Payment Date").
Holders that validly tender Notes after the Early Tender
Deadline, but prior to the Expiration Time of the Tender Offer,
which will be 11:59 P.M. New York City time on August 7, 2019 (unless the Tender Offer is
extended or earlier terminated), and whose Notes are accepted for
purchase, will receive the tender offer consideration of
$1,008 per $1,000 principal amount of Notes (the "Tender
Offer Consideration"), which is an amount equal to the Total
Consideration less the Early Tender Payment.
In addition to the foregoing, holders of Notes purchased in the
Tender Offer will receive accrued and unpaid interest and
additional amounts, if any, in respect of their purchased Notes
from the last interest payment date to, but not including the Early
Payment Date or the Final Payment Date, as applicable.
Subject to the terms and conditions of the Tender Offer being
satisfied or waived, and to its right to extend, amend, terminate
or withdraw the Tender Offer, LATAM will, after the Expiration Time
(the "Final Acceptance Date"), accept for purchase all Notes
validly tendered and not validly withdrawn at or before the
Expiration Time, subject to proration if applicable. LATAM will pay
the Tender Offer Consideration for Notes accepted for purchase at
the Final Acceptance Date on a date (the "Final Payment Date")
promptly following the Final Acceptance Date. Also, on the Final
Payment Date, LATAM will pay accrued and unpaid interest, and
additional amounts, if any, to, but not including, the Final
Payment Date, on Notes accepted for purchase at the Final
Acceptance Date.
LATAM's obligation to accept for purchase, and to pay for, Notes
validly tendered and not validly withdrawn pursuant to the Tender
Offer is subject to the satisfaction or waiver of a number of
conditions described in the Offer to Purchaser. LATAM reserves the
right, subject to applicable law, in its sole discretion, to waive
any of the conditions of the Tender Offer, in whole or in part, at
any time and from time to time.
LATAM reserves the right, subject to applicable law, in its sole
discretion, to (1) extend, terminate or withdraw the Tender Offer
at any time, (2) increase or decrease the Tender Cap, or (3)
otherwise amend the Tender Offer in any respect, without extending
the Withdrawal Deadline. The foregoing rights are in addition to
the right to delay acceptance for purchase of Notes tendered
pursuant to the Tender Offer or the payment of Notes accepted for
purchase pursuant to the Tender Offer in order to comply with any
applicable law, subject to Rule 14e-1(c) under the U.S. Securities
Exchange Act of 1934, as amended, which requires that LATAM pay the
consideration offered or return the deposited Notes promptly after
the termination or withdrawal of the Tender Offer.
Any questions or requests for assistance concerning the Tender
Offer may be directed to Goldman Sachs & Co. LLC or J.P. Morgan
Securities LLC, the dealer managers for the Tender Offer (the
"Dealer Managers"), at the addresses and telephone numbers
below:
Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
Call Collect: (212) 902-6351
Toll-Free: (800) 828-3182
Attention: Liability Management Group
J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
Call Collect: (212) 834-7279
Toll-Free: (866) 846-2874
Attention: Latin America Debt Capital Markets
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains statements that are forward-looking
within the meaning of Section 27A of the Securities Act, and
Section 21E of the Exchange Act. Forward-looking statements are
only predictions and are not guarantees of future performance.
Investors are cautioned that any such forward-looking statements
are and will be, as the case may be, subject to many risks,
uncertainties and factors relating to LATAM that may cause the
actual results to be materially different from any future results
expressed or implied in such forward-looking statements. Although
LATAM believes that the expectations and assumptions reflected in
the forward-looking statements are reasonable based on information
currently available, LATAM cannot guarantee future results or
events. LATAM expressly disclaims a duty to update any of the
forward-looking statements.
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SOURCE LATAM Airlines Group S.A.