UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
December 6, 2019
Commission File Number 1-14728
LATAM Airlines Group S.A.
(Translation of Registrant’s Name Into English)
Presidente Riesco 5711, 20th floor
Las Condes
Santiago, Chile
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
LATAM AIRLINES GROUP S.A.
The following exhibit is attached:
| EXHIBIT NO. | DESCRIPTION | |
| 99.1 | Material Fact report | |
| 99.2 | Reserved Material Fact report |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 6, 2019 | LATAM AIRLINES GROUP S.A. | |
| By: | /s/ Juan Carlos Mencio | |
| Name: | Juan Carlos Mencio | |
| Title: | Vice President of Legal Affairs | |
2
Exhibit 99.1
Santiago, December 6, 2019
Mr.
Joaquín Cortez Huerta
Chairman
Commission for the Financial Market
Av. Libertador Bernardo O’Higgins 1449, 12th floor
Present
Re: Material Fact report
Dear Chairman:
In accordance with the provisions of Article 9 and 10 of the Securities Market Law No. 18,045 and General Rule No. 30, duly authorized by the Board in its extraordinary session held today, December 2, 2019, I inform as a Material Fact of LATAM Airlines Group S.A. (“LATAM Airlines” or the “Company"), Securities Registration No. 306, the following:
| 1. | Through a Material Fact dated January 14, 2016, LATAM Airlines informed the signing of commercial agreements with airlines British Airways and Iberia, through International Airlines Group S.A. ("IAG"). In addition, LATAM Airlines informed that the implementation of these commercial agreements was subject to approvals from applicable authorities. |
| 2. | In consideration of the above and various commercial factors in the context of changes in the aviation market since the announcement in January 2016, IAG and LATAM Airlines have decided that they will not implement the announced joint business agreement or JBA, terminating the contracts associated with said transaction dated December 2, 2019. |
| 3. | The other contracts in force between LATAM Airlines and IAG, such as interline agreements, codeshare agreements, contracts of access to VIP lounges and frequent passenger program between the airlines remain valid, without any impact on passengers. |
With this date, the reservation of the communication that was sent as a Reserved Material Fact Reserved on December 2, 2019, whose content is attached in this communication, is lifted.
Sincerely,
Juan Carlos Menció
Vice President of Legal Affairs
LATAM Airlines Group S.A.
Exhibit 99.2
Santiago, December 2, 2019
Mr.
Joaquín Cortez Huerta
Chairman
Commission for the Financial Market
Av. Libertador Bernardo O’Higgins 1449, 12th floor
Present
Re: Reserved Material Fact report
Dear Chairman:
In accordance with the provisions of Article 9 and 10 of the Securities Market Law No. 18,045 and General Rule No. 30, duly authorized by the Board in its extraordinary session held today, December 2, 2019, I inform as a Reserved Material Fact of LATAM Airlines Group S.A. (“LATAM Airlines” or the “Company"), Securities Registration No. 306, the following:
| 1. | Through a Material Fact dated January 14, 2016, LATAM Airlines informed the signing of commercial agreements with airlines British Airways and Iberia, through International Airlines Group S.A. ("IAG"). In addition, LATAM Airlines informed that the implementation of these commercial agreements was subject to approvals from applicable authorities. |
| 2. | In consideration of the above and various commercial factors, the Board of LATAM Airlines has instructed the administration to terminate effective date from today, December 2, 2019, the Framework Joint Business Agreement with IAG and all the related Country Joint Business Agreement, as authorized by such contracts. |
| 3. | Both IAG and LATAM Airlines must communicate the termination of the Framework Joint Business Agreement and Country Business Agreements to regulatory authorities in different jurisdictions, communication which must be done by the regulated entities, and which LATAM Airlines considers necessary to be included in the public announcement of the termination, which will be made no later than December 6, 2019. |
| 4. | The Board, formed by Messrs. Ignacio Cueto Plaza, Eduardo Novoa Castellón, Patrick Horn García, Nicolás Eblen Hirmas, Juan José Cueto Plaza, Giles Agutter, Carlos Heller Solari and Mrs. Sonia J.S. Villalobos, unanimously, has considered prudent to communicate this information in a reserved manner, since it refers to a pending point whose extemporaneous disclosure would harm the social interest. |
LATAM Airlines will keep the CMF duly informed of any relevant development that occurs in relation to the facts that it reveals, for which the Board has authorized Mr. Juan Carlos Menció.
Finally, attached hereto an annex that includes a list of people who, in addition to the undersigned and the board members of LATAM Airlines, are aware of this information.
Sincerely,
Juan Carlos Menció
Vice President of Legal Affairs
LATAM Airlines Group S.A.
Annex
People list
| 1. | Enrique Cueto | |
| 2. | Felipe Dawes | |
| 3. | Roberto Alvo | |
| 4. | Claudia Pavez | |
| 5. | Emilio del Real | |
| 6. | Dirk John | |
| 7. | Hernán Pasman | |
| 8. | Ramiro Alfonsín | |
| 9. | Pablo Miranda | |
| 10. | Soledad Berrios | |
| 11. | Javier Arias | |
| 12. | Nicolas Billikopf | |
| 13. | Felipe Escandón | |
| 14. | Ximena Martino | |
| 15. | Laura Sierra | |
| 16. | Felipe Salas | |
| 17. | Ximena Ossa | |
| 18. | David Harry | |
| 19. | Felipe Besoain | |
| 20. | Lorena Ampuero | |
| 21. | Jessica Caamaño | |
| 22. | Itha Quezada | |
| 23. | Erika Zarante | |
| 24. | Mariela Anchundia | |
| 25. | Bruno Bartijotto | |
| 26. | Antonio Olortegui | |
| 27. | Jerónimo Cortés | |
| 28. | Cristóbal Eyzaguirre | |
| 29. | José María Eyzaguirre F. | |
| 30. | José María Eyzaguirre B. | |
| 31. | Felipe Larraín | |
| 32. | Gerardo Otero | |
| 33. | Martín Fischer | |
| 34. | José Miguel Huerta |