Investment Giant Reduces LATAM Airlines Stake in $36.55 Per ADS Sale

Rhea-AI Filing Summary

Sixth Street Partners Management Company and Alan Waxman have filed Amendment No. 2 to their Schedule 13D regarding their holdings in LATAM Airlines Group. The filing discloses a significant sale of 6,353,259 American Depositary Shares (ADS) through an underwritten offering on June 16, 2025.

Key details of the transaction:

• Sale price: $36.55 per ADS (each ADS represents 2,000 common shares)
• The reporting persons now beneficially own 132,940,469,995 shares, representing 22% of outstanding shares
• J.P. Morgan Securities LLC acted as the underwriter
• A 45-day lock-up agreement was implemented, restricting further sales until July 31, 2025

The transaction was executed through Lauca Investments LLC, which is controlled by TAO Finance 3-A, Conifer Finance 3, and Redwood IV Finance 3, all ultimately managed by Sixth Street Partners Management Company. The sale was conducted under an automatic shelf registration statement on Form F-3.

Positive

• None.

Negative

• Sixth Street Partners Management Company is selling 6,353,259 ADSs (representing 12.7 billion shares) at $36.55 per ADS, reducing their significant position in LATAM Airlines
• The sale comes with a 45-day lock-up agreement restricting further sales, indicating potential selling pressure once the lock-up expires

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

LATAM AIRLINES GROUP S.A.

(Name of Issuer)

American Depositary Shares, each representing 2,000 shares of Common Stock, no par value

(Title of Class of Securities)

51817R205

(CUSIP Number)

Joshua Peck
c/o Sixth Street Partners, LLC, 2100 McKinney Avenue, Suite 1500
Dallas, TX, 75201
469-621-3001

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/16/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 51817R205

1

Name of reporting person

SIXTH STREET PARTNERS MANAGEMENT COMPANY, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 132,940,469,995.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 132,940,469,995.00

11

Aggregate amount beneficially owned by each reporting person

132,940,469,995.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.0 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 51817R205

1

Name of reporting person

ALAN WAXMAN

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 132,940,469,995.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 132,940,469,995.00

11

Aggregate amount beneficially owned by each reporting person

132,940,469,995.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

22.0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: American Depositary Shares, each representing 2,000 shares of Common Stock, no par value
(b)	Name of Issuer: LATAM AIRLINES GROUP S.A.
(c)	Address of Issuer's Principal Executive Offices: Presidente Riesco 5711 20th Floor, Las Condes Santiago, CHILE , 000000.
Item 1 Comment: This Amendment No. 2 (this "Amendment No. 2") amends and supplements the Schedule 13D filed by the undersigned with the Securities and Exchange Commission on November 3, 2022, as amended by Amendment No. 1 ("Amendment No. 1") to the Schedule 13D filed on July 26, 2024 (as so amended, the "Schedule 13D") relating to shares of Common Stock, without par value ("Common Stock"), of LATAM AIRLINES GROUP S.A., a sociedad anonima organized under the laws of Chile (the "Issuer"). No CUSIP number exists for the underlying shares of Common Stock, as the Common Stock is not traded in the United States. The CUSIP number 51817R205 is only for the American Depositary Shares (the "ADS") representing Common Stock. Each ADS, evidenced by American Depositary Receipts ("ADRs"), represents 2,000 shares of Common Stock. Shares of Common Stock are held by Lauca Investments, LLC, a Delaware limited liability company ("Lauca"), which is owned by TAO Finance 3-A, LLC, a Delaware limited liability company ("TAO Finance"), Conifer Finance 3, LLC, a Delaware limited liability company ("Conifer Finance") and Redwood IV Finance 3, LLC, a Delaware limited liability company ("Redwood Finance"). Sixth Street Partners Management Company, L.P., a Delaware limited partnership ("Management Company") ultimately indirectly controls (i) Sixth Street TAO GenPar, L.P., a Delaware limited partnership, which is the manager of TAO Finance, (ii) Sixth Street Fundamental Strategies GenPar, L.P., a Delaware limited partnership, which is the manager of Conifer Finance and (iii) Sixth Street Opportunities GenPar IV, L.P., a Delaware limited partnership, which is the manager of Redwood Finance. Each item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meaning herein as are ascribed to such terms in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by inserting the following text at the end thereof: Underwriting Agreement On June 16, 2025, Lauca entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC (the "Underwriter"), the Issuer and the other selling shareholders named in Schedule II thereof. Pursuant to the Underwriting Agreement, Lauca sold to the Underwriter 6,353,259 ADS, each representing 2,000 shares of Common Stock, at a price per ADS of $36.55 (the "Offering Price") (the "Underwritten Offering"). The ADS purchased by the Underwriter were issued by JPMorgan Chase Bank, N.A. (the "Depositary") and are evidenced by ADRs pursuant to the Deposit Agreement, dated as of September 21, 2017, as amended by the first amendment, dated as of March 12, 2021, and the second amendment, dated as of July 24, 2024 (the "Deposit Agreement"), among the Issuer, the Depositary, and all holders from time to time of the ADRs issued thereunder evidencing ADS representing deposited shares of Common Stock. The Underwritten Offering was effected pursuant to an automatic shelf registration statement on Form F-3 (File No. 333-280866) filed by the Issuer on July 18, 2024. The Underwritten Offering closed on June 18, 2025. In accordance with the Underwriting Agreement, Lauca entered into a lock-up agreement with the Underwriter agreeing that, subject to certain exceptions, it may not, during the 45-day period from June 16, 2025, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock or ADS, or any options or warrants to purchase any shares of Common Stock or ADS, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock or ADS (such shares of Common Stock, ADS, options, rights, warrants or other securities, collectively, the "Lock-Up Securities"), (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement would be settled by delivery of Common Stock, ADS or other securities, in cash or otherwise, (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clauses (i), (ii) or (iii) above. The foregoing description of the lock-up agreement does not purport to be complete and is qualified in its entirety by reference to the lock-up agreement filed as an exhibit hereto and which is incorporated herein by reference. Except as set forth above, or as would occur upon completion of any of the matters discussed herein, the Reporting Persons have no present plans, proposals or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Although the foregoing reflects activities presently contemplated by the Reporting Persons with respect to the Issuer, the foregoing is subject to change at any time.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a), (b) and (c) of the Schedule 13D are hereby supplemented as follows: Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. The ownership percentage appearing on such cover pages has been calculated based on 604,441,789,335 shares of Common Stock outstanding as of June 16, 2025 as reported in the Issuer's prospectus supplement on Form 424B7 filed with the Securities and Exchange Commission on June 16, 2025. The disclosure in Items 4 and 6 is incorporated by reference herein. Except for the information set forth herein, none of the Reporting Persons has effected any transaction related to the Common Stock during the past 60 days.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby supplemented as follows: Item 4 summarizes certain provisions of the Underwriting Agreement and the lock-up agreement and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby supplemented as follows: Exhibit 8 - Lock-Up Agreement Exhibit 9 - Authorization and Designation Letter, dated December 31, 2024

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SIXTH STREET PARTNERS MANAGEMENT COMPANY, L.P.

Signature:	/s/ Joshua Peck
Name/Title:	Joshua Peck, Authorized Signatory of the GP of Sixth Street Partners Management Company, L.P.
Date:	06/18/2025

ALAN WAXMAN

Signature:	/s/ Joshua Peck(3)
Name/Title:	Joshua Peck, on behalf of Alan Waxman
Date:	06/18/2025

Comments accompanying signature:

(3) Joshua Peck is signing on behalf of Mr. Waxman pursuant to an authorization and designation letter dated December 31, 2024, filed herewith.

FAQ

How many shares of LTM stock does Sixth Street Partners own as of June 2025?

According to the 13D/A filing, Sixth Street Partners Management Company, L.P. beneficially owns 132,940,469,995 shares of LATAM Airlines Group S.A., representing approximately 22% of the company's outstanding shares.

How many LTM ADSs did Sixth Street Partners sell in the June 2025 offering?

Sixth Street Partners' subsidiary Lauca sold 6,353,259 American Depositary Shares (ADS) to J.P. Morgan Securities LLC at a price of $36.55 per ADS. Each ADS represents 2,000 shares of LTM common stock.

What is the lock-up period for LTM shares following Sixth Street's June 2025 sale?

Sixth Street Partners agreed to a 45-day lock-up period starting June 16, 2025, during which they cannot sell, pledge, or transfer their remaining LTM shares or ADSs, with certain exceptions. The lock-up also restricts hedging transactions and registration demands.

Who has voting control over Sixth Street Partners' LTM shares?

According to the filing, Sixth Street Partners Management Company, L.P. has shared voting power and shared dispositive power over all 132,940,469,995 shares, with no sole voting or dispositive power. Alan Waxman shares the same voting and dispositive rights.

What was the total outstanding shares of LTM as of June 2025?

According to the filing, LATAM Airlines Group S.A. had 604,441,789,335 shares of Common Stock outstanding as of June 16, 2025, as reported in the Issuer's prospectus supplement.