Latam Airlines SEC Filings

Strategic Value Partners and affiliated funds sold a large block of LATAM ADSs in an underwritten offering. On September 24, 2025 the Funds entered an underwriting agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC and agreed to sell 15,503,784 ADSs at $43.4126 per ADS (each ADS represents 2,000 common shares), with the offering scheduled to close on September 26, 2025. The Reporting Persons also sold 8,002 shares of common stock in the open market at the same price. As a result of these transactions, the Reporting Persons ceased to be beneficial owners of more than 5% of LATAM common stock. The Funds agreed to customary lock-up restrictions beginning September 24, 2025 for 30 days after the final prospectus.

LATAM Airlines Group S.A. is offering 15,503,784 American Depositary Shares (ADSs), each representing 2,000 common shares, at a price of U.S.$43.60 per ADS. All ADSs will be sold by selling shareholders and the company will receive no proceeds from the sale. Underwriting discounts are shown as U.S.$0.1874 per ADS (total U.S.$2,905,409.12) and proceeds before expenses to the selling shareholders are U.S.$43.4126 per ADS (total U.S.$673,059,573.28).

The prospectus includes consolidated financial metrics and non-IFRS measures: Adjusted Gross Leverage 2.1x, Adjusted Net Leverage 1.6x, Liquidity U.S.$3,643.6 million, and Adjusted Net Debt U.S.$5,449.7 million for the most recent period presented. The six months ended June 30, 2025 net income was U.S.$598.4 million, of which U.S.$596.9 million is attributable to owners of the parent, up from U.S.$405.2 million for the comparable period in 2024. There are lock-up agreements restricting certain shareholders for 30 days, and the company states material risk factors related to operations, debt servicing, competition, fuel prices, currency fluctuations and regulatory changes.

LATAM Airlines Group S.A. filed a preliminary prospectus supplement on Form 424B7 for a secondary offering in which selling shareholders will offer 15,503,784 ADSs, each ADS representing 2,000 common shares. The company will not receive proceeds from the sale; proceeds will go to the selling shareholders. LATAM's ADSs trade on the NYSE under the symbol LTM and its common shares trade in Chile under the same symbol. As disclosed, 604,441,789,335 common shares will remain outstanding after the offering. Certain selling shareholders representing ~31.0 billion shares (~5% of common shares) will enter into 30-day lock-up agreements; separate shareholder agreements restrict sales of ~25% of shares until November 2026. For the six months ended June 30, 2025, LATAM reported consolidated net income of US$598.4 million (US$596.9 million attributable to owners), up from US$405.2 million a year earlier. Reported liquidity is US$3,643.6 million, Adjusted Net Debt is US$5,449.7 million, Adjusted Gross Leverage is 2.1x and Adjusted Net Leverage is 1.6x. The prospectus defines multiple non-IFRS metrics (Adjusted EBITDAR, Adjusted Operating Income, Adjusted CASK Ex-Fuel, Fleet Cash Cost, Unlevered/Levered Free Cash Flow) and lists material risk factors including debt service ability, macroeconomic and geopolitical risks, fuel price volatility, competition and regulatory changes.

Strategic Value Partners and affiliated entities report holdings and a recent open-market sale of LATAM ADSs. The filing shows the Reporting Persons collectively beneficially own 31,007,576,002 ADS-equivalent shares, representing 5.4% of the class based on 574,219,895,457 common shares outstanding. On September 11, 2025, they sold 5,000,000 ADSs (equal to 10,000,000,000 common shares) in the open market at $47.86 per ADS. The filing also discloses that on September 8, 2025 the Reporting Persons were granted a waiver of a prior lock-up related to an August 18 underwritten offering and agreed to customary lock-up provisions through September 19, 2025.

The cover pages list multiple affiliated reporting persons (Delaware and Luxembourg entities and Victor Khosla) with individual shared voting and dispositive power amounts and percentages included on their cover pages.