LATAM Airlines Group S.A. ("LATAM") hereby announces the commencement of its offer to purchase for cash (the "Offer") from each registered holder (each, a "Holder" and, collectively, the "Holders"), on the terms and subject to the conditions set forth in the offer to purchase dated July 11, 2019 (as it may be amended or supplemented from time to time, the "Statement"), up to U.S.$300,000,000 aggregate principal amount (the "Tender Cap") of its outstanding 7.250% Senior Notes due June 9, 2020 (the "Notes"). LATAM reserves the right, in its sole discretion, subject to applicable law, to increase or decrease the Tender Cap; however, there can be no assurance that it will do so.
Global Bondholder Services Corporation ("GBSC") is acting as the depositary and information agent for the Offer. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as dealer managers for the Offer. Requests for the Statement should be directed to GBSC at (banks and brokers) (212) 430-3774 , (toll free) (866) 470-4200 or (facsimile) (212) 430-3775 / 3779. Persons with questions regarding the Offer and concurrent Financing Transaction (as defined below) should contact Goldman Sachs & Co. LLC at (toll free) (800) 828-3182 or (collect) (212) 902-6351 or J.P. Morgan Securities LLC at (toll free) (866) 846-2874 or (collect) (212) 834-7279.
The total consideration for each U.S.$1,000 principal amount of Notes purchased pursuant to the Offer 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amount of Notes (the "Early Tender Payment") payable only in respect of Notes validly tendered and not validly withdrawn at or prior to 5:00 P.M. New York City time on July 24, 2019 (the "Early Tender Deadline") that LATAM accepts for purchase.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). Holders validly tendering and not withdrawing Notes after the Early Tender Deadline but at or before 11:59 P.M., New York City time, on August 7, 2019 (the "Expiration Time") will be eligible to receive only the tender offer consideration of U.S.$1,008 per U.S. $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, LATAM will pay accrued and unpaid interest and additional amounts, if any, in respect of any Notes purchased in the Offer from the last interest payment date to, but not including, the Early Payment Date (as defined below) or the Final Payment Date (as defined below), as the case may be.
If the purchase of all validly tendered Notes would cause LATAM to purchase a principal amount greater than the Tender Cap, then the Offer will be oversubscribed and, if LATAM accept Notes in the Offer, LATAM will accept for purchase tendered Notes on a prorated basis as described below.
The principal purpose of the Offer is to acquire a portion of the Notes. Concurrently with the commencement of the Offer, LATAM is announcing a reopening (the "Financing Transaction") of the 7.000% senior notes due 2026 (the "New Securities") of LATAM Finance Limited, a wholly-owned subsidiary of LATAM ("LATAM Finance"), to be issued by LATAM Finance in reliance on an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"). LATAM expects to use the net proceeds from the Financing Transaction and, if needed, available cash, to (i) pay a portion of the consideration for the Offer and accrued and unpaid interest on the Notes validly tendered and accepted by LATAM, (ii) pay fees and expenses incurred in connection with the Offer, and (iii) the remainder, if any, for general corporate purposes. The Offer is conditioned upon, among other things, the successful completion of the Financing Transaction. No assurance can be given that the Financing Transaction will be completed successfully. In no event will this announcement or the information contained in this announcement regarding the New Securities constitute an offer to sell or a solicitation of an offer to buy any New Securities.