LATAM AIRLINES GROUP S.A.

Regulatory Filings • Feb 23, 2022

F-6EF 1 jpm-f6ef_021722.htm AUTO EFFECTIVE REGISTRATION STATEMENT FOR AMERICAN DEPOSITARY RECEIPTS

As filed with the U.S. Securities and Exchange Commission on February 18, 2022

Registration No. 333-

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR

DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS

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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)

383 Madison Avenue, Floor 11, New York, New York 10179

Telephone: +1-800- 990-1135

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

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C T Corporation System

28 Liberty Street

New York, NY 10005

Telephone: +1-855-336-7802

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

Copies to:

JPMorgan Chase Bank, N.A. 383 Madison Avenue, Floor 11 New York, New York 10179 Telephone: +1-800-990-1135 Scott R. Saks, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: +1-212-318-3151

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 (1) ordinary
share of LATAM Airlines Group S.A. | 200,000,000 American
Depositary Shares | $0.05 | $10,000,000 | $927.00 |

(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.

Pursuant to Rule 429, the Prospectus contained herein also relates to the American Depositary Shares registered under Form F-6 Registration Statement No. 333-177513. This Registration Statement also constitutes Post-Effective Amendment No. 3 to Registration Statement No. 333-177513.

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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 Amendment No. 1 to the Deposit Agreement filed as Exhibit (a)(1) to this Registration Statement on Form F-6, which is incorporated herein by reference.

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

CROSS REFERENCE SHEET

| Item
Number and Caption | Location
in Form of American Depositary Receipt
Filed Herewith as Prospectus |
| --- | --- |
| (1) Name
and address of Depositary | 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 | Paragraphs
(6), (11) and (12) |
| (iii) Collection
and distribution of dividends | Paragraphs
(4), (5), (7), (10), (11), (13) and (20) |
| (iv) Transmission
of notices, reports and proxy soliciting material | Paragraphs
(3), (8), (11) and (12) |
| (v) Sale
or exercise of rights | Paragraphs
(4), (5), (7) and (10) |
| (vi) Deposit
or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs
(3), (4), (5), (7), (10), (11), (13) and (20) |
| (vii) Amendment,
extension or termination of the Deposit Agreement | Paragraphs
(15), (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), (5) and (6) |
| (x) Limitation
upon the liability of the Depositary | Paragraphs
(14) and (17) |
| (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 |
| --- | --- |
| 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. These reports can be inspected and
retrieved by holders of American Depositary Receipts through the EDGAR system on the Securities and Exchange Commission’s
Internet Website, currently located at www.sec.gov , and can be inspected and copied at public reference facilities
maintained by the Securities and Exchange Commission, currently located at 100 F Street, N.E., Washington, D.C. 20549. | Paragraph
(8) |

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)(1) Deposit Agreement . Third Amended and Restated Deposit Agreement, dated as of September 21, 2017 among LATAM Airlines Group S.A. (the “Company”), JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder. Filed herewith as Exhibit (a)(1).

(a)(2) Amendment No. 1 to the Deposit Agreement . Amendment No. 1, dated as of March 12, 2021, to the Deposit Agreement, among the Company, the Depositary and all Holders from time to time of ADRs issued thereunder, including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a)(2).

(b) Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby 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 Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered . Filed herewith as Exhibit (d).

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

(f) Power of Attorney of certain officers and directors of the Company. Set forth on the signature pages hereto.

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., acting solely on behalf of the legal entity created by the Deposit Agreement among LATAM Airlines Group S.A., JPMorgan Chase Bank, N.A., as depositary, and all Holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder, 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 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 February 18, 2022.

| JPMORGAN
CHASE BANK, N.A., as Depositary | |
| --- | --- |
| By: | /s/ Lisa M. Hayes |
| | Name: Lisa M. Hayes |
| | Title: Vice President |

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in Santiago, Chile, on February 16, 2022.

LATAM Airlines Group S.A.
By:	/s/ Roberto Alvo
	Name:
Roberto Alvo
	Title:
Chief Executive Officer

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Roberto Alvo and Ramiro Alfonsin, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact and agents, 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, as amended, this Registration Statement on Form F-6 has been signed by the following persons on February 16, 2022, in the capacities indicated.

SIGNATURES

Signature	Title
/s/ Ignacio
Cueto Plaza	Chairman
of the Board of Directors
Ignacio
Cueto Plaza
/s/ Roberto
Alvo	Chief
Executive Officer
Roberto
Alvo	(principal
executive officer)

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| /s/
Ramiro
Alfonsin | Chief
Financial Officer |
| --- | --- |
| Ramiro
Alfonsin | (principal financial and accounting officer) |
| /s/ Henri
Philippe Reichstul | Director |
| Henri
Philippe Reichstul | |
| /s/ Enrique
Cueto Plaza | Director |
| Enrique
Cueto Plaza | |
| /s/ Patrick
Horn | Director |
| Patrick
Horn | |
| /s/ Enrique
Ostalé Cambiaso | Director |
| Enrique
Ostalé Cambiaso | |
| /s/ Eduardo
Novoa Castellon | Director |
| Eduardo
Novoa Castellon | |
| /s/ Nicolás
Eblen Hirmas | Director |
| Nicolás
Eblen Hirmas | |
| /s/ Sonia
Villalobos | Director |
| Sonia
Villalobos | |
| /s/ Alexander
Wilcox | Director |
| Alexander
Wilcox | |

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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of 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 Registration Statement on Form F-6 in Miami, La Florida, United States of America, on February 16, 2022.

Authorized U.S. Representative
By:	/s/ Helen Warner
Name:	Helen Warner

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INDEX TO EXHIBITS

Exhibit Number
(a)(1)	Third
Amended and Restated Deposit Agreement, dated as of September 21, 2017 among LATAM Airlines Group S.A. (the “Company”),
JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders from time to time of American Depositary
Receipts (“ADRs”) issued thereunder.
(a)(2)	Amendment
No. 1, dated as of March 12, 2021, to the Deposit Agreement, among the Company, the Depositary and all Holders from time to
time of ADRs issued thereunder, including the Form of ADR attached as Exhibit A thereto.
(d)	Opinion
of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered.
(e)	Rule 466 Certification.

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