Simpson Thacher and Cleary on public offering of LATAM
Cleary Gottlieb has advised LATAM Airlines Group (LATAM) and Simpson Thacher to the underwriters on the approximately US$460 million public offering by certain of its shareholders of 19 million American Depositary Shares (ADSs), each representing 2,000 ordinary shares of LATAM, at a price to the public of US$24.00 per ADS.
The ADSs began trading on the New York Stock Exchange on and were priced on 24 July 2024 and closed on 26 July 2024.
Concurrently with the offering, LATAM re-listed its ADSs on the New York Stock Exchange (NYSE). This marks LATAM’s return to the NYSE following its delisting in June 2020 after LATAM entered into a voluntary reorganisation and restructuring process under Chapter 11 protection in the US, from which it emerged in November 2022.
Goldman Sachs, Barclays Capital and J.P. Morgan Securities acted as global coordinators and bookrunners; while Citigroup Global Markets, Santander US Capital Markets, Deutsche Bank Securities, BNP Paribas Securities, MUFG Securities Americas, Natixis Securities Americas and LarraínVial Securities US acted as additional bookrunners. Morgan Stanley & Co. acted as co-manager.
In addition, Simpson Thacher also represented JPMorgan Chase Bank, as administrative agent, joint lead arranger, joint bookrunner and global coordinator under LATAM’s super senior revolving credit facility agreement in connection with the US$250,000,000 expansion of LATAM Airlines Group and the extension of its existing revolving credit facility to an aggregate principal amount of US$750,000,000.
LATAM, formed by combining the businesses of LAN Airlines of Chile and TAM of Brazil, is the largest airline group in South America and one of the ten largest airline groups in the world, as measured by the number of flights operated. It is also the largest air cargo airline in South America, in terms of cargo fleet. LATAM offers passenger services to 148 destinations in 26 countries and cargo services to 166 destinations in 33 countries, with an operating fleet of 336 aircraft.
Simpson Thacher’s team consisted of partners Juan Francisco Méndez (pictured top left), John C. Ericson (pictured top centre, left), Dan Kay (pictured top centre, right) and Jacob Durkin, counsels Michael E. Mann, Jennie Getsin, Jeanne M. Annarumma and Soogy Lee, and associates Marcelo B. Lorenzen and Christopher Flynn, Preston Irace, Paige Brinton, Christian Bond, J. Pasco Struhs, Mari Zaldivar, Zachary Weiner, and Marc van Heerden, with support from international associate Larissa Gebrim and summer associates Julianne Rudkin and Stephanie Shim.
Cleary’s corporate team included partners Adam Brenneman (pictured bottom left) and Jorge Juantorena (pictured bottom right), associates Emily Arndt and Carla Martini, and international lawyer Juan Ignacio Leguizamo. Associates Stephanie Monroe Rohlfs and Martin Sasson and law clerk David Rubinstein provided support at critical junctures in the transaction. Partner Matthew Brigham and associates Victoria Ju and Kathy Zhang advised on tax matters. Senior attorney Jim Corsiglia advised on regulatory and sanctions matters. All lawyers are based in New York.
