Latam Airlines Group S.A 6-K, filed Mar 7, 2022
Latam Airlines Group S.A. (LTM)
About this 6-K
Latam Airlines Group S.A filed this 6-K on March 7, 2022.
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
March 2022
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
LATAM AIRLINES GROUP S.A.
The following exhibit is attached:
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Material Fact |
1
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: March 7, 2022 | LATAM AIRLINES GROUP S.A. | |
| By: | /s/ Roberto Alvo M. | |
| Name: | Roberto Alvo M. | |
| Title: | CEO | |
2
Exhibit 99.1
MATERIAL FACT
LATAM AIRLINES GROUP S.A.
Registration in the Securities Registry No. 306
Santiago, March 7, 2022
Mr.
Joaquin Cortez Huerta
President
Comisión para el Mercado Financiero
Av. Libertador Bernardo O’Higgins 1449
Santiago
Ref.: Communicates MATERIAL FACT
Dear Sir:
Pursuant to the provisions set forth in Article 9 and the second paragraph of Article 10 of the Securities Market Law, and in General Rule No. 30, duly authorized, I hereby report the following MATERIAL FACT of LATAM Airlines Group S.A. (“LATAM” or the “Company”), registration in the Securities Registry No. 306:
| ● | Reference is made to the material fact dated February 18, 2022, regarding that certain proposal for an amendment and restatement of the Super-Priority Debtor-In-Possession Term Loan Agreement (such agreement, the “Existing DIP Credit Agreement”, and the proposal for the amendment and restatement thereof, the “Proposed Amended and Restated DIP Credit Agreement”) filed for the approval of the Bankruptcy Court of the Southern District of New York (the “Court”) on February 17, 2022. |
| ● | LATAM and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) have agreed to certain additional modifications (the “Additional Amendments”) to the Proposed Amended and Restated DIP Credit Agreement with the prospective lenders thereunder. |
| ● | LATAM’s Directors Committee, at a meeting held on March 6, 2022, reviewed such Additional Amendments and recommended the Board of Directors to approve them. At a meeting held on March 6, 2022, the Board of Directors of the Company, by unanimous vote of the independent directors, resolved to approve the Additional Amendments, subject to the Court’s approval. Accordingly, a revised draft of the Proposed Amended and Restated DIP Credit Agreement (including the Additional Amendments) was submitted to the Court for its approval on March 7, 2022. |
1
| ● | The terms of the Proposed Amended and Restated DIP Credit Agreement (as further modified by the Additional Amendments) maintain, in essence, the structure of the Proposed Amended and Restated DIP Credit Agreement filed before the Court on February 17, 2022. The main changes relate to the following: |
| o | Interest and Fees: | |
| ● | Interest: |
| ● | The interest rate on Tranche A loans whose interest is payable in cash at the end of each interest period is increased from LIBO plus 9.50% per annum to LIBO plus 9.75% per annum for eurodollar loans and from the base rate plus 8.50% to the base rate plus 8.75% for borrowings made with reference to the alternate base rate. | |
| ● | The interest rate on Tranche A loans whose interest is capitalized on a quarterly basis for payment on the maturity date is increased from LIBO plus 9.50% per annum to LIBO plus 11.00% per annum for eurodollar loans and from the base rate plus 8.50% to the base rate plus 10.00% for borrowings made with reference to the alternate base rate. | |
| ● | The interest rate on Tranche C loans is increased from LIBO plus 12% per annum to LIBO plus 15% per annum. | |
| ● | Fees |
| ● | The Debtors shall pay an additional fee equal to 1.00% of the drawn and undrawn commitments of each (i) Tranche A Lender, (ii) Tranche B Lender, and (iii) each Tranche C Lender that, according to the Proposed Amended and Restated DIP Credit Agreement, qualifies as an Apollo or Oaktree lender (the “Back-end Fees”), which Back-End Fees shall be earned in full on the closing date of the Proposed Amended and Restated DIP Credit Agreement. | |
| o | Additional Terms: |
| ● | It shall be a condition to funding that the Court have entered into the disclosure statement order and the backstop approval order. |
2
LATAM is awaiting the Court’s decision in response to the Proposed Amended and Restated DIP Credit Agreement.
Sincerely yours,
Roberto Alvo M.
CEO
LATAM Airlines Group S.A.
3