Sixth Street sells 7M LATAM ADS at $47.401; holds 17.4% stake

SIXTH STREET filed Amendment No. 5 to its Schedule 13D reporting its holdings in LATAM AIRLINES GROUP S.A.

Rhea-AI Filing Summary

SIXTH STREET filed Amendment No. 5 to its Schedule 13D reporting its holdings in LATAM AIRLINES GROUP S.A. (ADS ticker LTM). The filing states that Lauca Investments sold 7,000,000 ADS in an underwritten offering at an Offering Price of $47.401 per ADS, with the offering closing on September 10, 2025. Each ADS represents 2,000 shares of underlying common stock. The reporting group continues to beneficially own 99,887,693,315 shares of common stock (shared voting and dispositive power), representing 17.4% of the class based on 574,219,895,457 outstanding shares after the issuer’s recent repurchases. The filing also discloses a 30-day lock-up agreement limiting Lauca’s ability to transfer or hedge ADS or underlying shares.

Positive

• Underwritten sale completed: Lauca sold 7,000,000 ADS at $47.401 per ADS, with the offering closed on September 10, 2025.
• Lock-up agreement: A 30-day lock-up limits Lauca’s ability to transfer or hedge ADS, reducing short-term disposition uncertainty.

Negative

• High ownership concentration: Reporting persons retain shared voting/dispositive power over 99,887,693,315 shares, representing 17.4% of the class, which is material for governance.
• Short lock-up duration: The lock-up period is only 30 days, allowing potential significant dispositions or hedging after this brief window.

Insights

Securities Analyst

TL;DR: Reporting group executed a significant secondary ADS sale and now holds 17.4% of LATAM, subject to a short-term lock-up.

The sale of 7,000,000 ADS at $47.401 is a concrete liquidity event by Lauca that realized proceeds and modestly increased public float for ADS trading. The filing clarifies ownership and voting power aggregation across Sixth Street-related entities and explains the percentage calculation using the issuer’s adjusted outstanding share count after disclosed repurchases. The 30-day lock-up reduces near-term disposition risk from this specific seller but does not preclude future transactions after the lock-up. Overall, this is a routine disclosure of an underwritten secondary offering rather than a change in strategic control.

Corporate Governance Specialist

TL;DR: Holder concentration remains material at 17.4% with shared voting power; lock-up provides temporary transfer restraint.

The Schedule 13D supplements emphasize that voting and dispositive power are held on a shared basis across affiliated vehicles, totaling nearly 100 billion underlying shares and representing 17.4% of the class. That level of concentrated ownership is material for governance considerations because it preserves meaningful influence over corporate actions. The lock-up associated with the underwriting only applies for 30 days and contains customary anti-hedging and registration restraints, limiting immediate liquidity-based governance shifts but leaving medium-term influence intact.

FAQ

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

What did Sixth Street report in the Schedule 13D/A for LATAM (LTM)?

The filing discloses that affiliated holder Lauca sold 7,000,000 ADS at $47.401 per ADS in an underwritten offering that closed on September 10, 2025, and that the reporting group beneficially owns 99,887,693,315 shares (17.4%).

How much of LATAM does the reporting group own after this amendment?

The amendment reports beneficial ownership of 99,887,693,315 shares, equal to 17.4% of the outstanding common stock used in the filing’s percentage calculation.

What are the terms of the lock-up disclosed in the filing?

Lauca entered a lock-up agreeing, subject to exceptions, not to transfer, hedge, register, or announce plans to dispose of Lock-Up Securities for 30 days from September 8, 2025.

How was the 17.4% ownership percentage calculated?

The percentage uses an outstanding share base of 574,219,895,457 common shares, derived from the issuer’s prospectus figure adjusted for disclosed repurchases of 9,671,006,041 and 20,550,887,837 shares.

Did the filing indicate any change in control or strategic plans?

No. The filing states, except as set forth regarding the underwriting and lock-up, the reporting persons have no present plans or proposals that would effect transactions described in Item 4 subparagraphs (a) through (j).

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

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Accepted by SEC EDGAR 09/10/2025 - 08:19 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. 5)

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)

09/08/2025

(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 99,887,693,315.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 99,887,693,315.00

11

Aggregate amount beneficially owned by each reporting person

99,887,693,315.00

12

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

13

Percent of class represented by amount in Row (11)

17.4 %

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 99,887,693,315.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 99,887,693,315.00

11

Aggregate amount beneficially owned by each reporting person

99,887,693,315.00

12

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

13

Percent of class represented by amount in Row (11)

17.4 %

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. 5 (this "Amendment No. 5") 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 amended by Amendment No. 4 ("Amendment No. 4") to the Schedule 13D filed on August 15, 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. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 5 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 September 8, 2025, Lauca entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC ("Goldman") and Barclays Capital Inc. ("Barclays", and together with Goldman, the "Underwriters"), the Issuer and the other selling shareholders named in Schedule II thereof. Pursuant to the Underwriting Agreement, Lauca sold to the Underwriters 7,000,000 ADS, each representing 2,000 shares of Common Stock, at a price per ADS of $47.401 (the "Offering Price" and such offering, the "Underwritten Offering"). In connection with, and in order to consummate, the sale of any shares in the Underwritten Offering, J.P. Morgan Securities LLC ("JPM") and Barclays, the underwriters in the underwritten offering described in Amendment No. 4 to this Schedule 13D, waived the restrictions set forth in the lock-up agreement dated August 13, 2025 entered into between JPM, Barclays and Lauca. 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 closed on September 10, 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 September 8, 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 September 9, 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. 4.
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 9 - 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:	09/10/2025

ALAN WAXMAN

Signature:	/s/ Joshua Peck(3)
Name/Title:	Joshua Peck, on behalf of Alan Waxman
Date:	09/10/2025

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.