LATAM Airlines Group S.A. Announces the Commencement of a Tender Offer for its 7.250% Notes due 2020

SANTIAGO, Chile, July 11, 2019 /PRNewswire/ --

LATAM Airlines Group S.A.
Offer to Purchase for Cash Up to U.S.$300,000,000 Aggregate Principal Amount of the Outstanding
7.250% Senior Notes due June 9, 2020
(CUSIP Nos. 51817RAA4 / P62138AA3; ISIN Nos. US51817RAA41 / USP62138AA30)

LATAM Airlines Group S.A. ("LATAM") hereby announces the commencement of its offer to purchase for cash (the "Offer") from each registered holder (each, a "Holder" and, collectively, the "Holders"), on the terms and subject to the conditions set forth in the offer to purchase dated July 11, 2019 (as it may be amended or supplemented from time to time, the "Statement"), up to U.S.$300,000,000 aggregate principal amount (the "Tender Cap") of its outstanding 7.250% Senior Notes due June 9, 2020 (the "Notes"). LATAM reserves the right, in its sole discretion, subject to applicable law, to increase or decrease the Tender Cap; however, there can be no assurance that it will do so.

The table below summarizes certain payment terms of the Offer:

Global Bondholder Services Corporation ("GBSC") is acting as the depositary and information agent for the Offer. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are acting as dealer managers for the Offer.  Requests for the Statement should be directed to GBSC at (banks and brokers) (212) 430-3774 , (toll free) (866) 470-4200 or (facsimile) (212) 430-3775 / 3779. Persons with questions regarding the Offer and concurrent Financing Transaction (as defined below) should contact Goldman Sachs & Co. LLC at (toll free) (800) 828-3182 or (collect) (212) 902-6351 or J.P. Morgan Securities LLC at (toll free) (866) 846-2874 or (collect) (212) 834-7279.

The total consideration for each U.S.$1,000 principal amount of Notes purchased pursuant to the Offer will be U.S.$1,038 (the "Total Consideration"). The Total Consideration includes a payment of U.S.$30 per U.S. $1,000 principal amount of Notes (the "Early Tender Payment") payable only in respect of Notes validly tendered and not validly withdrawn at or prior to 5:00 P.M. New York City time on July 24, 2019 (the "Early Tender Deadline") that LATAM accepts for purchase. Holders validly tendering and not withdrawing Notes at or before the Early Tender Deadline will be eligible to receive the Total Consideration (including the Early Tender Payment). Holders validly tendering and not withdrawing Notes after the Early Tender Deadline but at or before 11:59 P.M., New York City time, on August 7, 2019 (the "Expiration Time") will be eligible to receive only the tender offer consideration of U.S.$1,008 per U.S. $1,000 principal amount of Notes (the "Tender Offer Consideration"), which is an amount equal to the Total Consideration less the Early Tender Payment. In addition, LATAM will pay accrued and unpaid interest and additional amounts, if any, in respect of any Notes purchased in the Offer from the last interest payment date to, but not including, the Early Payment Date (as defined below) or the Final Payment Date (as defined below), as the case may be.

If the purchase of all validly tendered Notes would cause LATAM to purchase a principal amount greater than the Tender Cap, then the Offer will be oversubscribed and, if LATAM accept Notes in the Offer, LATAM will accept for purchase tendered Notes on a prorated basis as described below.

The principal purpose of the Offer is to acquire a portion of the Notes. Concurrently with the commencement of the Offer, LATAM is announcing a reopening (the "Financing Transaction") of the 7.000% senior notes due 2026 (the "New Securities") of LATAM Finance Limited, a wholly-owned subsidiary of LATAM ("LATAM Finance"), to be issued by LATAM Finance in reliance on an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"). LATAM expects to use the net proceeds from the Financing Transaction and, if needed, available cash, to (i) pay a portion of the consideration for the Offer and accrued and unpaid interest on the Notes validly tendered and accepted by LATAM, (ii) pay fees and expenses incurred in connection with the Offer, and (iii) the remainder, if any, for general corporate purposes. The Offer is conditioned upon, among other things, the successful completion of the Financing Transaction. No assurance can be given that the Financing Transaction will be completed successfully. In no event will this announcement or the information contained in this announcement regarding the New Securities constitute an offer to sell or a solicitation of an offer to buy any New Securities.

If the purchase of all validly tendered Notes would cause LATAM to purchase a principal amount greater than the Tender Cap, then the Offer will be oversubscribed and, if LATAM accepts Notes in the Offer, LATAM will accept for purchase tendered Notes on a prorated basis, with the prorated aggregate principal amount of each Holder's validly tendered Notes accepted for purchase rounded down to the nearest U.S.$1,000. Depending on the amount tendered and the proration factor applied, if the principal amount of Notes returned as a result of proration would result in less than the minimum denomination of the Notes being returned, LATAM will purchase all of such Holder's validly tendered Notes. However, Notes validly tendered at or prior to the Early Tender Deadline will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline.

The Total Consideration and the Tender Offer Consideration will not be due in respect of any Notes returned due to proration.

So long as the terms and conditions described herein (including the Financing Condition) are satisfied, LATAM intends to accept for payment all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline, and will only prorate such Notes if the aggregate amount of Notes validly tendered and not withdrawn at or prior the Early Tender Deadline exceeds the Tender Cap. If the Offer is not fully subscribed as of the Early Tender Deadline, Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time may be subject to proration, whereas Notes validly tendered at or prior to the Early Tender Deadline would not be subject to proration. Furthermore, if the Offer is fully subscribed as of the Early Tender Deadline, Notes validly tendered after the Early Tender Deadline may not be accepted for payment, unless LATAM decides to (i) extend the Offer or (ii) increase the Tender Cap, subject to applicable law, in its sole discretion. In any scenario, Notes validly tendered at or prior to the Early Tender Deadline and not validly withdrawn will have priority in payment over Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time. LATAM will announce the results of proration, if any, by press release promptly after the Early Acceptance Date (as defined below) or the Final Acceptance Date (as defined below), as the case may be.

Any Notes tendered may be validly withdrawn at or before 5:00 P.M., New York City time, on July 24, 2019 (the "Withdrawal Deadline"), but not thereafter, by following the procedures described herein. Tenders of Notes may not be withdrawn after the Withdrawal Deadline, unless mandated by applicable law. If the Offer is terminated without Notes being purchased, any Notes tendered pursuant to the Offer will be returned promptly, and neither the Total Consideration nor the Tender Offer Consideration, as the case may be, will be paid or become payable.

Subject to the terms and conditions of the Offer being satisfied or waived, LATAM reserves the right, at any time following the Early Tender Deadline but prior to the Expiration Time (the "Early Acceptance Date"), to accept for purchase the Notes validly tendered at or before the Early Tender Deadline and not validly withdrawn at or before the Withdrawal Deadline, subject to any required proration. If LATAM elects to exercise this option, LATAM will pay the Total Consideration for the Notes accepted for purchase at the Early Acceptance Date on a date (the "Early Payment Date") promptly following the Early Acceptance Date. Such Early Payment Date is expected to be two business days after the Early Tender Deadline, but is subject to change without notice. Also, on the Early Payment Date, if any, LATAM will pay accrued and unpaid interest, and additional amounts, if any to, but not including, the Early Payment Date, on Notes accepted for purchase at the Early Acceptance Date. LATAM reserves the right, in its sole discretion, subject to applicable law, to increase or decrease the Tender Cap; however, there can be no assurance that LATAM will do so.

Subject to the terms and conditions of the Offer being satisfied or waived, and to its right to extend, amend, terminate or withdraw the Offer, LATAM will, after the Expiration Time (the "Final Acceptance Date"), accept for purchase all Notes validly tendered at or before the Expiration Time and not validly withdrawn at or before the Withdrawal Deadline (or if LATAM has exercised its early purchase option described above, all Notes validly tendered after the Early Tender Deadline and at or before the Expiration Time), subject to proration if applicable. LATAM will pay the Tender Offer Consideration for Notes accepted for purchase at the Final Acceptance Date on a date (the "Final Payment Date") promptly following the Final Acceptance Date. Also, on the Final Payment Date, LATAM will pay accrued and unpaid interest, and additional amounts, if any, to, but not including, the Final Payment Date, on Notes accepted for purchase at the Final Acceptance Date.

LATAM's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver of a number of conditions, including the Financing Condition (as defined in the Statement) and the General Conditions (as defined in the Statement). LATAM reserves the right, subject to applicable law, in its sole discretion, to waive any of the conditions of the Offer, in whole or in part, at any time and from time to time.

LATAM reserves the right, subject to applicable law, in its sole discretion, to (1) extend, terminate or withdraw the Offer at any time, (2) increase or decrease the Tender Cap, or (3) otherwise amend the Offer in any respect, without extending the Withdrawal Deadline. The foregoing rights are in addition to the right to delay acceptance for purchase of Notes tendered pursuant to the Offer or the payment of Notes accepted for purchase pursuant to the Offer in order to comply with any applicable law, subject to Rule 14e-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), which requires that LATAM pay the consideration offered or return the deposited Notes promptly after the termination or withdrawal of the Offer.

NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This press release contains statements that are forward-looking within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements are only predictions and are not guarantees of future performance. Investors are cautioned that any such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to LATAM that may cause the actual results to be materially different from any future results expressed or implied in such forward-looking statements. Although LATAM believes that the expectations and assumptions reflected in the forward-looking statements are reasonable based on information currently available, LATAM cannot guarantee future results or events. LATAM expressly disclaims a duty to update any of the forward-looking statements.

SOURCE LATAM Airlines Group S.A.