06.10.2016, 06:59
LATAM Airlines Group Announces Commencement of Cash Tender Offer for Guaranteed Notes
OREANDA-NEWS. 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") today announced the commencement of an offer by the Offeror to purchase for cash (the "Tender Offer") up to U.S.$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 (the "2017 Notes") of the 2017 Notes Issuer and 8.375% Senior Guaranteed Notes due 2021 (the "2021 Notes") of the 2021 Notes Issuer, subject to purchase in accordance with the acceptance priority level for each series of Notes set forth in the table below (the "Acceptance Priority Level") and possible proration as described in the Offer Documents (defined below). The 2017 Notes and the 2021 Notes are guaranteed by TAM S.A. and TAM Linhas A?reas 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 (the "Tender Offer") and the related letter of transmittal (the "Letter of Transmittal" and, together with the Tender Offer, the "Offer Documents"). The principal purpose of the Tender Offer is to acquire up to the Aggregate Maximum Tender Amount of the outstanding Notes.
he table below summarizes certain payment terms for the Notes:
The total consideration for the Notes of each series (the "Total Consideration") is U.S.$1,027.50 for each U.S.$1,000 principal amount of the 2017 Notes and U.S.$1,041.88 for each U.S.$1,000 principal amount of the 2021 Notes which includes, in each case, an early tender premium (the "Early Tender Premium") of U.S.$30.00 per U.S.$1,000 principal amount of the Notes, and in addition, in each case, the applicable Base Consideration (as defined below). 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 "Early Settlement Date").
Subject to purchase in accordance with the Acceptance Priority Level and possible proration, Holders that validly tender their Notes after the Early Tender Date and prior to or at the Expiration Date will be eligible to receive (the "Base Consideration") of U.S.$997.50 per U.S.$1,000 principal amount of the 2017 Notes and U.S.$1,011.88 per U.S.$1,000 principal amount of the 2021 Notes, in each case, equal to the applicable Total Consideration less the Early Tender Premium, within four business days following the Expiration Date (the "Final Settlement Date").
he table below summarizes certain payment terms for the Notes:
|
Title of Security |
CUSIP / ISIN |
Aggregate Principal Amount Outstanding |
Base Consideration(1)(2) |
Early Tender Premium(1) |
Total Consideration(1)(2) |
Acceptance Priority Level |
Tender Cap Per Series |
|
8.375% Senior Guaranteed Notes due 2021 |
87216VAA6 / US87216VAA61 |
U.S.$500,000,000 |
U.S.$1,011.88 |
U.S.$30.00 |
U.S.$1,041.88 |
1 |
U.S.$262,500,000 |
|
7.375% Senior Guaranteed Notes due 2017 |
87484EAB7 / US87484EAB74 |
U.S.$300,000,000 |
U.S.$997.50 |
U.S.$30.00 |
U.S.$1,027.50 |
2 |
n/a |
|
(1) Per U.S.$1,000 principal amount of Notes. |
|||||||
The total consideration for the Notes of each series (the "Total Consideration") is U.S.$1,027.50 for each U.S.$1,000 principal amount of the 2017 Notes and U.S.$1,041.88 for each U.S.$1,000 principal amount of the 2021 Notes which includes, in each case, an early tender premium (the "Early Tender Premium") of U.S.$30.00 per U.S.$1,000 principal amount of the Notes, and in addition, in each case, the applicable Base Consideration (as defined below). 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 "Early Settlement Date").
Subject to purchase in accordance with the Acceptance Priority Level and possible proration, Holders that validly tender their Notes after the Early Tender Date and prior to or at the Expiration Date will be eligible to receive (the "Base Consideration") of U.S.$997.50 per U.S.$1,000 principal amount of the 2017 Notes and U.S.$1,011.88 per U.S.$1,000 principal amount of the 2021 Notes, in each case, equal to the applicable Total Consideration less the Early Tender Premium, within four business days following the Expiration Date (the "Final Settlement Date").
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