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Latam Airlines (LTMAQ)

Filed: 12 Mar 21, 2:56pm

 

As filed with the U.S. Securities and Exchange Commission on March 12, 2021

 

Registration No. 333-177513

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

 

POST-EFFECTIVE AMENDMENT NO. 2 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)

 

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

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/an/an/an/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.

  

 

 

 

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 Amendment No. 1 to the Third Amended and Restated Deposit Agreement filed as Exhibit (a)(2) 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

 

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 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)

 

 

 

 

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)

 

 

 

 

PART II 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a)(1)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"). Previously filed.

 

(a)(2)Form of Amendment No. 1 to Deposit Agreement, including the Form of American Depositary Receipt, is 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 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.

  

 

 

 

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 March 12, 2021.

 

 

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/ Lisa M. Hayes
 Name:Lisa M. Hayes
 Title:Vice President

 

 

 

 

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 March 12, 2021.

  

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

 

Each person whose signature appears below hereby constitutes and appoints Roberto Alvo 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 March 12, 2021, in the capacities indicated.

 

 SIGNATURES

 

  

Signature

 

Title

   

/s/Ignacio Cueto Plaza

Ignacio Cueto Plaza

 

Chairman of the Board of Directors

 

   

/s/Roberto Alvo

Roberto Alvo

 

Chief Executive Officer

 

   

/s/Ramiro Alfonsin

Ramiro Alfonsín

 

Chief Financial Officer

 

  

 

 

  

   
 

 

Director

Henri Philippe Reichstul  
   

/s/Enrique Cueto Plaza

Enrique Cueto Plaza

 

Director

 

   

/s/Patrick Horn

Patrick Horn

 

Director

 

   
  

 

Director

Enrique Ostalé Cambiaso  
   

/s/Eduardo Novoa Castellón

Eduardo Novoa Castellón

 

Director

 

   

/s/Nicolás Eblen Hirmas

Nicolás Eblen Hirmas

 Director
   
 

 

Director

Sonia Villalobos  
   
 

 

Director

Alexander Wilcox  

 

 

 

 

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 March 12, 2021.

  

 

Authorized U.S. Representative

  
 By:

/s/ Juan Carlos Mencio

 Name: 

Juan Carlos Mencio

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit Number  
   
(a)(2)Form of Amendment No. 1 to Third Amended and Restated Deposit Agreement. 
   
(e)Rule 466 Certification