Cleary and Simpson Thacher on LATAM’s $1.4bn debt refinancing
Cleary Gottlieb has represented LATAM Airlines Group (LATAM) in its offering of USD1.4bn aggregate principal amount of 7.875% Senior Secured Notes due 2030. Simpson Thacher represented the initial purchasers, led by Citigroup Global Markets.
The offering was conducted in the United States pursuant to Rule 144A under the Securities Act of 1933 and outside the United States pursuant to Regulation S. The transaction was launched on 26 September, priced on 1 October and settled on 15 October.
LATAM has used the proceeds of the offering, along with $200 million in cash, to repay an existing $1,080.75 million Term Loan B and its $450 million senior secured notes due 2027. Both the Term Loan B and the notes were part of the LATAM Chapter 11 Exit Financing.
Citigroup Global Markets Inc, Santander US Capital Markets LLC, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. acted as joint book-running managers, while Barclays Capital Inc. and Goldman Sachs & Co. LLC acted as joint book-running managers. BNP Paribas Securities Corp., MUFG Securities Americas Inc. and Natixis Securities Americas LLC acted as co-managers.
LATAM is the largest airline group in South America and one of the ten largest airline groups in the world, measured by number of flights operated. It is also the largest cargo airline in South America, in terms of cargo fleet. LATAM offers passenger services to 146 destinations in 26 countries and cargo services to 160 destinations in 32 countries, with an operating fleet of 340 aircraft.
Cleary’s corporate team included partners Jorge Juantorena (pictured bottom left), Duane McLaughlin (pictured bottom centre), and Adam Brenneman (pictured bottom right), counsel Kara Hailey, associates Ignacio Lagos, Nicholas Pokas, Alejandro Martínez-Inzunza, Pedro Arango Montes, and Raisa Reggiori, law clerk Juan Ignacio Leguizamo, and international lawyer Paulina Eyzaguirre. Senior attorney Victor Chiu advised on security interest matters. Partner Matthew Brigham and associates Victoria Ju and Kathy Zhang advised on tax matters. Partner Elizabeth Dyer and associate Julia Brownstein advised on ERISA-related matters. All lawyers are based in New York, except Raisa Reggiori who is based in Sao Paulo.
Simpson Thacher’s team comprised John C. Ericson (pictured top left), Juan Francisco Méndez (pictured top right), Adriana Estor-Restrepo, Christopher Flynn and Sebastian Edin form the Capital Markets team; Jessica Tuchinsky, Soogy Lee, Mari Zaldivar and Jason Tsudik from Banking & Credit/Collateral; Jacob Durkin from Banking & Credit – London; Michael Mann and Preston Irace on Tax matters; Paige Brinton and Christian Bond from Intellectual Property; Jeanne Annarumma on ERISA; J. Pasco Struhs on ECEB; and Jennie Getsin on Blue Sky.
