SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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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) |
SCHEDULE 13D
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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)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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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)
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13 | Percent of class represented by amount in Row (11)
21.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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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)
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6 | Citizenship or place of organization
UNITED STATES
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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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)
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13 | Percent of class represented by amount in Row (11)
21.1 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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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.
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(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.
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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. |