LATAM Airlines Group S.A. Announces Proposed Offering Of Senior Unsecured Notes

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May 21, 2015, 10:00 ET

SANTIAGO, Chile, May 21, 2015 /PRNewswire/ -- LATAM Airlines Group S.A. and its affiliates, ("LATAM Airlines Group" or "the Company") (NYSE: LFL / IPSA: LAN / Bovespa: LATM33), the leading airline group in Latin America, announced today it intends to offer (the "Offering") Senior Notes (the "Notes").

A portion of the Notes will be used to refinance the existing 9.50% Senior Guaranteed Notes due 2020 of TAM Capital 2 Inc. (the "TAM 2020 Notes"). As part of the refinancing, Citigroup Global Markets Inc. (the "Offeror") has launched a cash tender offer for any and all of the TAM 2020 Notes and related consent solicitation to amend certain provisions in the indenture governing the TAM 2020 Notes. It is intended that the TAM 2020 Notes purchased by the Offeror in the tender offer will be exchanged by the Offeror with LATAM for a portion of the Notes sold in the Offering. LATAM intends to use the net proceeds from the Notes sold in the Offering that are not exchanged for TAM 2020 Notes to redeem any TAM 2020 Notes that are not tendered pursuant to the Tender Offer. Any remaining proceeds will be used for general corporate purposes.

The Notes will be senior unsecured obligations of LATAM. The Offering is subject to customary conditions, and there can be no assurances that the Offering will be consummated.

The Notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. As a result, they may not be offered or sold in the United States or to any U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States under Regulation S under the Securities Act.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities. The Offering will be made only by means of the confidential offering memorandum.

The tender offer and the consent solicitation are being made only pursuant to the terms and conditions set forth in an offer to purchase and consent solicitation statement dated May 21, 2015 (the "Tender Offer and Consent Solicitation Statement") and the related letter of transmittal and consent (the "Letter of Transmittal" and, together with the Offer and Solicitation Statement, the "Offer Documents"), which have been sent to holders of the TAM 2020 Notes. This news release is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities. The tender offer is made only by, and pursuant to the terms of, the Offer Documents. In addition, this news release does not constitute a notice of redemption of the TAM 2020 Notes or an obligation to issue a notice of redemption.

Forward-Looking Statements

This notice includes and references "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may relate to, among other things, LATAM's business strategy, goals and expectations concerning its market position, future operations, margins and profitability.

Although the LATAM believes the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and trends to differ materially from those made, projected, or implied in or by the forward-looking statements depending on a variety of uncertainties or other factors.

LATAM undertake no obligation to update any of its forward-looking statements.

About LATAM Airlines Group S.A.

LATAM Airlines Group S.A. is the new name given to LAN Airlines S.A. as a result of its association with TAM S.A. LATAM Airlines Group S.A. now includes LAN Airlines and its affiliates in Peru, Argentina, Colombia and Ecuador, and LAN Cargo and its affiliates, as well as TAM S.A. and its subsidiaries TAM Linhas Aereas S.A., including its business units TAM Transportes Aereos del Mercosur S.A., (TAM Airlines (Paraguay)) and Multiplus S.A. This association creates one of the largest airline groups in the world in terms of network connections, providing passenger transport services to about 135 destinations in 24 countries and cargo services to about 144 destinations in 26 countries, with a fleet of 314 aircraft. In total, LATAM Airlines Group S.A. has approximately 53,000 employees and its shares are traded in Santiago, as well as on the New York Stock Exchange, in the form of ADRs, and Sao Paulo Stock Exchange, in the form of BDRs.

SOURCE LATAM Airlines Group S.A.