LATAM Airlines Group S.A. Announces Commencement of Cash Tender Offer for 7.375% Senior Guaranteed Notes Due 2017 of Tam Capital Inc. and 8.375% Senior Guaranteed Notes Due 2021 of Tam Capital 3 Inc
Oct 6 16
LATAM Airlines Group S.A, its affiliates, TAM Capital Inc. (the 2017 Notes Issuer), TAM Capital 3 Inc. (the 2021 Notes Issuer and, together with the 2017 Notes Issuer, the Issuers) and Citigroup Global Markets Inc. (the Offeror or the Dealer Manager) announced the commencement of an offer by the Offeror to purchase for cash up to $462,500,000 aggregate principal amount (subject to increase by the offeror, the "aggregate maximum tender amount") of the outstanding 7.375% Senior Guaranteed Notes due 2017 of the 2017 Notes Issuer and 8.375% Senior Guaranteed Notes due 2021 of the 2021 Notes Issuer, subject to purchase in accordance with the acceptance priority level for each series of Notes and possible proration. The 2017 Notes and the 2021 Notes are guaranteed by TAM S.A. and TAM Linhas Aéreas S.A. (the Guarantors). The Tender Offer is being made by the Offeror on behalf of the Issuers pursuant to the offer to purchase dated October 5, 2016 and the related letter of transmittal. The Notes will be purchased in accordance with the Acceptance Priority Level (in numerical priority order), and proration of the Notes on any given Settlement Date will be determined in accordance with the terms of the Tender Offer. If the Offeror purchases any Notes in the Tender Offer, Notes tendered prior to the Early Tender Date will be accepted for purchase in priority to other Notes tendered after the Early Tender Date even if such Notes tendered after the Early Tender Date have a higher acceptance priority than Notes tendered prior to the Early Tender Date. The Offeror will first purchase not more than $262,500,000 aggregate principal amount of the 2021 Notes validly tendered at or prior to the Early Tender Date before purchase of any 2017 Notes validly tendered at or prior to the Early Tender Date, and then will purchase up to the Aggregate Maximum Tender Amount (minus any amount used to purchase 2021 Notes) of the 2017 Notes validly tendered at or prior to the Early Tender Date. If at the Early Tender Date the aggregate principal amount of Notes validly tendered exceeds the Aggregate Maximum Tender Amount, the Offeror reserves the right, at its option, not to accept any additional Notes tendered by holders of Notes after the Early Tender Date. The total consideration for the Notes of each series is $1,027.50 for each $1,000 principal amount of the 2017 Notes and $1,041.88 for each $1,000 principal amount of the 2021 Notes which includes, in each case, an early tender premium of $30.00 per $1,000 principal amount of the Notes, and in addition, in each case, the applicable Base Consideration. Subject to purchase in accordance with the Acceptance Priority Level and possible proration, Holders that validly tender and do not withdraw Notes at or before the Early Tender Date will be eligible to receive the total consideration (including the early tender premium) within three business days following the early tender date. The issuers and the guarantors have consented to the offeror making the tender offer. It is intended that the notes purchased by the offeror in the tender offer will be exchanged by the offeror with LATAM Finance Limited, for certain new notes issued in a new offering, exempt from the registration requirements of the U.S. Securities Act of 1933, as amended by LATAM Finance Limited.