Sixth Street Sells 3.75M LATAM ADS at $42.35; Holds 19.8% Stake

Sixth Street-affiliated holders disclosed an underwritten sale of LATAM ADSs and updated their Schedule 13D ownership.

Rhea-AI Filing Summary

Sixth Street-affiliated holders disclosed an underwritten sale of LATAM ADSs and updated their Schedule 13D ownership. Lauca agreed to sell 3,750,000 American Depositary Shares at $42.35 per ADS to J.P. Morgan Securities LLC and Barclays Capital Inc. under an underwriting agreement, with the offering expected to close on August 18, 2025. The ADSs represent deposited common shares under the deposit agreement. The filing reports that the reporting persons jointly beneficially own 113,887,693,315 common shares, representing 19.8% of the outstanding common stock based on the calculation provided. Lauca entered a 30-day lock-up restricting transfers of the locked securities, and the Schedule 13D is otherwise unchanged except as supplemented by this amendment.

Positive

• Underwritten offering executed with major investment banks (J.P. Morgan and Barclays), which helps ensure orderly distribution of ADSs
• Clear disclosure of ownership level at 19.8%, improving transparency about significant holders

Negative

• Selling of 3,750,000 ADSs represents a reduction in shares held by Lauca, which may dilute insider holding concentration
• Short 30-day lock-up provides only limited restriction on near-term additional sales by the seller

Insights

Securities Analyst

TL;DR: Sixth Street entities executed a secondary offering of LATAM ADSs reducing their immediate liquidity risk but keeping near-20% stake.

The underwritten sale of 3.75 million ADSs at $42.35 provides liquidity to the selling shareholder while being executed through major underwriters, which supports orderly market placement. The reported 19.8% beneficial ownership is material for governance and disclosure purposes and is calculated from the issuer's stated outstanding share base adjusted for disclosed buybacks. The 30-day lock-up is standard in underwriting transactions and limits immediate further disposition by Lauca. The filing does not report other transactions or changes to strategic intentions beyond this offering and the lock-up.

Corporate Governance Expert

TL;DR: A near-20% holder sold ADSs via an underwritten offering with a brief lock-up; governance influence remains significant.

The Schedule 13D amendment confirms a coordinated ownership structure through multiple Sixth Street-managed entities and discloses a significant aggregate stake of 19.8%, which can still confer substantial influence. The amendment focuses on transaction mechanics: underwriters, offering size, price and lock-up. No changes to control intentions or additional arrangements are disclosed. Investors should note the continued aggregation of voting and dispositive power among the reporting persons as stated in the cover pages.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did the Sixth Street reporting persons disclose in the Schedule 13D/A for LTM?

They disclosed an underwritten sale by Lauca of 3,750,000 ADSs at $42.35 per ADS, an expected close date of August 18, 2025, and that they beneficially own 113,887,693,315 shares (19.8%).

Who are the underwriters for the LATAM (LTM) ADS offering?

The underwriters are J.P. Morgan Securities LLC and Barclays Capital Inc.

How large is the lock-up accompanying the offering and what does it restrict?

The seller entered a 30-day lock-up from August 13, 2025, restricting offers, sales, pledges, hedging transactions and registration demands for the locked securities, subject to customary exceptions.

How was the 19.8% ownership percentage calculated?

The percentage is based on 574,219,895,457 common shares outstanding, derived from the issuer's prospectus supplement adjusted for two disclosed share repurchase amounts.

Does the amendment state any new plans to change or control LATAM (LTM)?

No. Except for the described offering and lock-up, the reporting persons state they have no present plans, proposals or intentions that would result in transactions listed in Schedule 13D Item 4.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/15/2025 - 04:30 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

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)

08/13/2025

(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 113,887,693,315.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 113,887,693,315.00

11

Aggregate amount beneficially owned by each reporting person

113,887,693,315.00

12

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

13

Percent of class represented by amount in Row (11)

19.8 %

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 113,887,693,315.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 113,887,693,315.00

11

Aggregate amount beneficially owned by each reporting person

113,887,693,315.00

12

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

13

Percent of class represented by amount in Row (11)

19.8 %

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. 4 (this "Amendment No. 4") amends and supplements the Schedule 13D filed by the undersigned with the Securities and Exchange Commission (the "SEC") on November 3, 2022, as amended by Amendment No. 1 to the Schedule 13D filed on July 26, 2024, as amended by Amendment No. 2 to the Schedule 13D filed on June 18, 2025 and Amendment No. 3 ("Amendment No. 3") to the Schedule 13D filed on August 4, 2025 (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. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 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 August 13, 2025, Lauca entered into an underwriting agreement (the "Underwriting Agreement") with J.P. Morgan Securities LLC ("JPM"), Barclays Capital Inc. (together with JPM, the "Underwriters"), the Issuer and the other selling shareholders named in Schedule II thereof. Pursuant to the Underwriting Agreement, Lauca sold to the Underwriters 3,750,000 ADS, each representing 2,000 shares of Common Stock, at a price per ADS of $42.35 (the "Offering Price") (the "Underwritten Offering"). The ADS purchased by the Underwriters 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 is expected to close on August 18, 2025. In accordance with the Underwriting Agreement, Lauca entered into a lock-up agreement with the Underwriters agreeing that, subject to certain exceptions, it may not, during the 30-day period from August 13, 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 574,219,895,457 shares of Common Stock outstanding calculated as follows: 604,441,789,335 shares of Common Stock outstanding as reported in the Issuer's prospectus supplement on Form 424B7 filed with the SEC on June 16, 2025, less (i) the 9,671,006,041 shares of Common Stock repurchased by the Issuer as disclosed by the Issuer in the Form 6-K filed with the SEC on May 1, 2025 and (ii) the 20,550,887,837 shares of Common Stock repurchased by the Issuer as disclosed by the Issuer in the Form 6-K filed with the SEC on July 31, 2025.
(c)	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 since the filing of Amendment No. 3.
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

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:	08/15/2025

ALAN WAXMAN

Signature:	/s/ Joshua Peck(3)
Name/Title:	Joshua Peck, on behalf of Alan Waxman
Date:	08/15/2025

Comments accompanying signature:

(3) Joshua Peck is signing on behalf of Mr. Waxman pursuant to an authorization and designation letter dated December 31, 2024, which was previously filed with the SEC.