This Amendment No. 7 amends and supplements the information set forth in the Schedule 13D filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on March 19, 2010, as amended and supplemented by Amendment No. 1 thereto filed on January 21, 2011, Amendment No. 2 thereto filed on October 23, 2019, Amendment No. 3 thereto filed on January 8, 2020, Amendment No. 4 thereto filed on September 7, 2021, Amendment No. 5 thereto filed on December 1, 2021 and Amendment No. 6 thereto filed on January 14, 2022 (the “Schedule 13D”). All capitalized terms contained herein but not otherwise defined shall have the meanings given to such terms in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and supplemented by adding the following:
Inversiones Costa Verde S.A. is a Chilean Sociedad Anónima with a principal business of holding securities. The address of Inversiones Costa Verde S.A. principal business and principal office is Avenida Presidente Riesco 5711, 11th floor, Las Condes, Santiago.
Inversiones Costa Verde Aeronautica S.A. has changed its corporate name to Costa Verde Portfolio S.A.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On May 20, 2022, the Facilitating Shareholders entered into an agreement (the “Reallocation Letter”) pursuant to which the parties have agreed to transfer, exchange and assign, and thereby reallocate, preemptive rights they currently hold and backstop commitments they have made under the BCA to purchase equity and/or securities convertible into equity in reorganized LATAM. In connection with LATAM’s emergence from bankruptcy, the Reporting Persons’ ownership interests in reorganized LATAM are anticipated to be approximately 7% and Qatar Airways Investment (UK) Ltd’s (“Qatar”) and Delta Air Lines, Inc.’s (“Delta”) respective ownership interest in reorganized LATAM are each anticipated to be approximately 10%. Such equity percentages are, unchanged by the Reallocation Letter. The Reallocation Letter sets forth the terms by which the preemptive rights and backstop commitments will be reallocated, specifically providing that Delta and Qatar will transfer to certain of the Reporting Persons all of their ERO New Common Stock Backstop Commitments, and preemptive rights in connection with the ERO New Common Stock in exchange for a portion of the Reporting Persons’ New Convertible Notes Class B Backstop Commitment, and preemptive rights to acquire the New Convertible Notes Class B, each as provided for in and permitted by the BCA and Chilean law, as applicable. If the Facilitating Shareholders collectively acquire less than 27% of the equity to be issued in connection with LATAM’s reorganization, they will transfer, exchange and/or assign their respective ERO New Common Stock, New Convertible Notes Class B, ERO New Common Stock Backstop Commitments and New Convertible Notes Class B Backstop Commitments, as applicable, such that the equity in reorganized LATAM owned by each of the Backstop Shareholders will be reduced proportionately from the anticipated percentages indicated above, respectively. The foregoing description of the Reallocation Letter is qualified in its entirety by the express terms of such agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Reporting Persons expressly disclaim membership in a “group” within the meaning of Section 13(d) of the Act and beneficial ownership over any of the Shares beneficially owned by any other person, including the Other Shareholders or any member of the Ad Hoc Group, and nothing in this Amendment No. 7 shall be deemed an admission that the Reporting Persons are a member of a “group” within the meaning of Section 13(d) of the Act.
Except as set forth above, none of the Reporting Persons has any plan or proposal which relates to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to do so.
Item 5. Interest in Securities of the Issuer.
As of the date of this filing, the Reporting Persons named below had the following direct ownership interests in the Shares.
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| | Directly Owned(1) | | | Indirectly Owned(1) | | | Directly and Indirectly Owned(1) | |
Class | | Number | | | % of Class | | | Number | | | % of Class | | | Number | | | % of | |
Costa Verde Aeronáutica S.A. | | | 91,605,886 | | | | 15.1 | % | | | 0 | | | | 0 | % | | | 91,605,886 | | | | 15.1 | % |
Inv. Costa Verde Ltda. y Cía. en Comandita por Acciones | | | 7,775,891 | | | | 1.3 | % | | | 91,605,886 | | | | 15.1 | % | | | 99,381,777 | | | | 16.4 | % |
(1) | All share totals and percentages are based on 606,407,693 outstanding as of September 30, 2021, as reported by LATAM in its Report of Foreign Private Issuer on Form 6-K, submitted to the Securities and Exchange Commission on November 10, 2021. |
This Amendment No. 7 includes an additional holding company that became a Reporting Person as a result of an internal restructuring. Specifically, there was a capital increase in Inversiones Costa Verde Limitada y Compañía en Comandita which was subscribed by Inversiones Costa Verde S.A.
The Reporting Persons are the beneficial owners of 99,381,777 Shares (representing 16.4% of the issued and outstanding Shares as of December 31, 2021), and, subject to the restrictions under the Framework Agreement as described in Amendment No. 2 to this Schedules 13D filed on October 23, 2019, the Reporting Persons have shared power to vote or direct the vote of, and shared power to dispose of or direct the disposition of, all of such Shares.
No transactions in the Shares were effected by the Reporting Persons during the 60 day period ended May 23, 2022.