Santiago, Chile, July 11, 2019 - LATAM Airlines Group S.A. and its consolidated subsidiaries (“the Company” or "LATAM Airlines Group") (NYSE: LTM / IPSA: LTM), the leading airline group in Latin America, announced today that LATAM Finance Limited (the “Issuer”), an exempted company incorporated in the Cayman Islands with limited liability and a wholly owned subsidiary of LATAM Airlines Group S.A., has priced its offering of U.S.$200 million aggregate principal amount of its 7.000% Senior Notes due 2026 (the “Notes”) at a yield to maturity of 5.979%. The Notes will be issued as additional notes under the indenture pursuant to which the Issuer previously issued U.S.$600,000,000 aggregate principal amount of 7.000% Senior Notes due 2026 on February 11, 2019 (the “Initial Notes”). The Notes will be unconditionally and irrevocably guaranteed by LATAM Airlines Group S.A. (the “Guarantor”). The Notes, which are senior unsecured obligations of the Issuer and the Guarantor, will mature on March 1, 2026, unless redeemed earlier in accordance with their terms. Interest on the Notes will be paid on March 1 and September 1 of each year, commencing on September 1, 2019.
In addition, the Company has commenced a cash tender offer (the “Tender Offer”) for up to U.S.$300 million aggregate principal amount of our 7.25% Notes due 2020 (the “Tender Notes”).
We intend to use the net proceeds from the sale of the Notes (i) to pay a portion of the consideration for the Tender Offer and accrued and unpaid interest on the Tender Notes, (ii) to pay fees and expenses incurred in connection with the Tender Offer and (iii) the remainder, if any, for general corporate purposes. The remainder of the Tender Offer consideration will be paid with cash on hand.
The Offering is subject to customary closing conditions, and there are no assurances that the Offering will be completed. The closing of the Tender Offer is contingent upon the closing of this Offering. However, the closing of the Offering is not contingent on any level of participation in the Tender Offer.
The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. As a result, they may not be offered or sold in the United States or to any U.S. persons unless pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes will be offered only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States under Regulation S under the Securities Act.
This communication does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. The Offering will be made only by means of the confidential offering memorandum.