[SCHEDULE 13D/A] LATAM Airlines Group S.A. American SEC Filing

Rhea-AI Filing Summary

Amendment No. 3 to Schedule 13D discloses that vehicles controlled by Sixth Street Partners Management Company, L.P. and Alan Waxman trimmed their stake in LATAM Airlines Group S.A. (ADS CUSIP 51817R205) via the issuer’s buy-back.

On 31 Jul 2025 Lauca Investments, LLC sold 11,552,776,680 common shares to LATAM at CLP $19.00 (≈ US$0.020415) per share. After this transaction, the reporting persons hold 121,387,693,315 shares with shared voting and dispositive power, equating to 21.1 % of the 574,219,895,457 shares now outstanding.

The filers report no other plans or proposals under Item 4(a-j) and confirm that all other information in prior filings (original 13D: 3 Nov 2022; Amendments 1–2) remains unchanged.

Positive

• Issuer repurchased 11.55 billion shares, lowering outstanding share count to 574.22 billion, which can be EPS-accretive.
• Sixth Street retains a substantial 21.1 % holding, signalling continued commitment and influence.

Negative

• Large insider sale by Sixth Street may raise concerns about confidence in future upside.
• High ownership concentration (21.1 %) persists, which can pose governance risk for minority shareholders.

Insights

Financial Analyst

TL;DR: Sixth Street sells ~2 % of LATAM outstanding shares; still holds 21 %. Impact modest.

The amendment shows Sixth Street monetised roughly CLP $219.5 bn (≈ US$236 m) worth of stock while LATAM simultaneously shrank its share count, a potentially EPS-accretive action. However, a large insider sale can be viewed cautiously by investors. With 21 % ownership Sixth Street remains a key shareholder, suggesting continued influence despite partial exit. No additional strategic intentions are disclosed, limiting immediate directional signals. Overall market impact should be limited to sentiment around insider selling versus buy-back support.

Corporate Governance Expert

TL;DR: Insider sale through authorised buy-back; governance risk unchanged.

The transaction occurred under a shareholder-approved programme, reducing free-float concentration without altering control dynamics—Sixth Street still wields significant but non-majority power. Absence of new proposals under Item 4 indicates no activism or governance shifts are imminent. Signature delegation and prior filings appear properly maintained, mitigating procedural risk.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

07/31/2025

(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 121,387,693,315.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 121,387,693,315.00

11

Aggregate amount beneficially owned by each reporting person

121,387,693,315.00

12

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

13

Percent of class represented by amount in Row (11)

21.1 %

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 121,387,693,315.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 121,387,693,315.00

11

Aggregate amount beneficially owned by each reporting person

121,387,693,315.00

12

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

13

Percent of class represented by amount in Row (11)

21.1 %

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. 3 (this "Amendment No. 3") 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 (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. 3 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 3 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: Issuer Share Repurchase On July 31, 2025, Lauca sold 11,552,776,680 shares of Common Stock at a price of CLP$19.00 legal currency in Chile, equivalent to approximately US$0.020415400 per share, to the Issuer pursuant to the Issuer's share repurchase program approved by the Issuer's shareholders. Except as set forth in this Schedule 13D, 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 as of the closing of the July 31, 2025 share repurchase 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 Item 4 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. 2.

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:	08/04/2025

ALAN WAXMAN

Signature:	/s/ Joshua Peck(3)
Name/Title:	Joshua Peck, on behalf of Alan Waxman
Date:	08/04/2025

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.

FAQ

How many LATAM Airlines (LTM) shares does Sixth Street now own?

121,387,693,315 common shares, representing 21.1 % of outstanding stock.

What price did LATAM pay in the July 31 2025 share repurchase?

The company paid CLP $19.00 per share (≈ US$0.020415) for 11.55 billion shares.

Did Sixth Street disclose any activist intentions toward LATAM?

No. The filing states the reporting persons have no current plans or proposals under Item 4(a-j).

How was the outstanding share count of 574.22 billion calculated?

Starting from 604.44 billion shares (Form 424B7), LATAM deducted previous buy-backs of 9.67 billion (May 1 2025 6-K) and 20.55 billion (Jul 31 2025 6-K).

Who signed the Schedule 13D Amendment for Sixth Street and Alan Waxman?

Joshua Peck signed on 4 Aug 2025, including on behalf of Mr. Waxman under a prior authorization letter.

What type of funds were used for the purchase or sale?

The source of funds is listed as AF (affiliate funds) for both reporting persons.