LATAM AIRLINES GROUP S.A.

Regulatory Filings • Sep 21, 2017

F-6 POS 1 e617183_f6pos-latam.htm

As filed with the U.S. Securities and Exchange Commission on September 21, 2017

Registration No. 333-177513

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________

POST-EFFECTIVE AMENDMENT TO

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

_______

LATAM Airlines Group S.A.

(Exact name of issuer of deposited securities as specified in its charter)

n/a

(Translation of issuer's name into English)

Chile

(Jurisdiction of incorporation or organization of issuer)

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

4 New York Plaza, Floor 12, New York, New York 10004

Telephone (800) 990-1135

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

---

Kaplan, Massamillo & Andrews LLC

70 East 55th Street, 25th Floor

New York, New York 10022

Telephone: (212) 922-0450

(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

| Scott A. Ziegler, Esq. |
| --- |
| Ziegler, Ziegler & Associates
LLP 570 Lexington Avenue, Suite
2405 New York, New York 10022 (212) 319-7600 |

It is proposed that this filing become effective under Rule 466

| ☒ | immediately
upon filing |
| --- | --- |
| ☐ | on
(Date) at (Time) |

If a separate registration statement has been filed to register the deposited shares, check the following box. ☐

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit (1)	Proposed maximum aggregate offering price (2)	Amount of registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of LATAM Airlines Group S.A.	n/a	n/a	n/a	n/a

(1) Each unit represents one American Depositary Share.

(2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

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PART I

INFORMATION REQUIRED IN PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the Third Amended and Restated Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.

CROSS REFERENCE SHEET

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption — (1)	Name and address of Depositary		Location in Form of American Depositary Receipt Filed Herewith as Prospectus — Introductory paragraph and bottom of face of American Depositary Receipt
(2)	Title of American Depositary Receipts and identity of deposited securities		Face of American Depositary Receipt, top center
	Terms of Deposit:
	(i)	Amount of deposited securities represented by one unit of American Depositary Shares	Face of American Depositary Receipt, upper right corner
	(ii)	Procedure for voting, if any, the deposited securities	Paragraph (12)
	(iii)	Collection and distribution of dividends	Paragraphs (4), (5), (7) and (10)
	(iv)	Transmission of notices, reports and proxy soliciting material	Paragraphs (3), (8) and (12)
	(v)	Sale or exercise of rights	Paragraphs (4), (5) and (10)
	(vi)	Deposit or sale of securities resulting from dividends, splits or plans of reorganization	Paragraphs (4), (5), (10) and (13)
	(vii)	Amendment, extension or termination of the Deposit Agreement	Paragraphs (16) and (17)
	(viii)	Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs	Paragraph (3)
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities	Paragraphs (1), (2), (4), and (5)
	(x)	Limitation upon the liability of the Depositary	Paragraph (14)
(3)	Fees and Charges		Paragraph (7)

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Item 2. AVAILABLE INFORMATION

Item Number and Caption	Location in Form of American Depositary Receipt Filed Herewith as Prospectus
(b) Statement that LATAM Airlines
Group S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly
files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American
Depositary Receipts through the Commission’s EDGAR system or inspected and copied at public reference facilities
maintained by the Securities and Exchange Commission in Washington, D.C.	Paragraph (8)

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a) Form of Deposit Agreement . Form of Third Amended and Restated Deposit Agreement dated as of , 2017 among LATAM Airlines Group S.A., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a).

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby . Not Applicable.

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years . Not Applicable.

(d) Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered . Previously filed.

(e) Certification under Rule 466. Filed herewith as Exhibit (e).

Item 4. UNDERTAKINGS

(a) The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

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SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on September 21, 2017.

| Legal
entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | |
| --- | --- |
| By: | JPMORGAN CHASE BANK, N.A., as Depositary |
| By: | /s/ Gregory
A. Levendis |
| Name: | Gregory
A. Levendis |
| Title: | Executive Director |

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, LATAM Airlines Group S.A. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on September 21, 2017.

| LATAM
Airlines Group S.A. | |
| --- | --- |
| By: | /s/ Enrique Cueto Plaza |
| Name: | Enrique Cueto Plaza |
| Title: | Chief Executive Officer |

Each person whose signature appears below hereby constitutes and appoints Enrique Cueto Plaza and Ramiro Alfonsín, and each of them severally, his true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his name and on his behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Under the requirements of the Securities Act, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on September 21, 2017, in the capacities indicated.

SIGNATURES

Signature	Title
/s/ Ignacio Cueto Plaza	Chairman of the Board
of Directors
Ignacio Cueto Plaza
/s/Enrique Cueto Plaza	Chief Executive Officer and Director
Enrique Cueto Plaza
/s/Ramiro Alfonsín	Chief Financial Officer
Ramiro Alfonsín

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/s/Henri Philippe Reichstul	Director
Henri Philippe Reichstul
/s/Juan José Cueto Plaza	Director
Juan José Cueto Plaza
/s/Georges de Bourguignon	Director
Georges de Bourguignon
/s/Carlos Heller Solari	Director
Carlos Heller Solari
/s/Giles Agutter	Director
Giles Agutter
/s/ Eduardo Novoa Castellón	Director
Eduardo Novoa Castellón
/s/Nicolás Eblen Hirmas	Director
Nicolás Eblen Hirmas
/s/Antonio Luiz Pizarro Manso	Director
Antonio Luiz Pizarro Manso

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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of LATAM Airlines Group S.A., has signed this Post-Effective Amendment to Registration Statement on Form F-6 in Miami, Florida, on September 21, 2017.

Authorized U.S. Representative
By:	/s/ Juan Carlos Mencio
Name:	Juan Carlos Mencio

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INDEX TO EXHIBITS

Exhibit Number
(a)	Form of Third Amended and Restated Deposit Agreement.
(e)	Rule 466 Certification